Updated 09/04/2025

Welcome to Boop. We’re on a mission to migrate the vaccination records of the nation’s precious pets from paper to digital format, to ensure they receive exactly what they need at precisely the time they need it.

1.              Background

1.1           This is a legal agreement (the “agreement”) between you as “QVP” (defined in clause 1.3 below) and Pet Records Ltd, a company registered in England and Wales with company number 15678740 and with its registered office at 85 Great Portland Street, First Floor, London, England, W1W 7LT) (“Boop”, “us” or “we”).

1.2           In this agreement: (a) Boop and QVP shall together be described as the “parties” and shall each individually be described as a “party”; and (b) the definitions and rules of interpretation set out in the Schedule to this agreement shall apply throughout this agreement.

1.3           In this agreement, “QVP” stands for “Qualifying Veterinary Practice”, meaning a veterinary practice which employs or otherwise engages, and shall continue to employ or otherwise engage (on legally binding written terms) at least one veterinary surgeon registered with the Royal College of Veterinary Surgeons Under and on the terms of this agreement, Boop grants to QVP a licence to access and use Boop’s website at https://vet.booppet.app (the “Vet Site” (including any updates or supplements to the Vet Site)) to input data relating to the vaccinations and other treatments that QVP has provided to its clients’ pets. Through mobile application software provided by Boop, those same clients can access, maintain and update digital vaccination and other treatment records for their pets, and input additional data themselves.   

1.4           If you are an employee, contractor, officer or other representative of QVP whose role requires you to access, use and/or administer QVP’s registered account on the Vet Site, you will first need to open your own account (as an individual) on the Vet Site. To do this, you need to read and enter into our Boop Terms and Conditions for Veterinary Practice Personnel (the “QVP Representative Terms”) rather than this agreement.

1.5           If you are an employee, contractor, officer or other representative of QVP (or its Affiliate) who wishes to open a business account for and on behalf of QVP on the Vet Site, you will need to read and enter into to this agreement. However, you will only be capable of doing so if: (a) you have express written authority to enter into legally binding contracts of this nature for and on behalf of QVP; and (b) you are aged 18 years or older. If you are uncertain as to whether you satisfy these requirements, or have any other questions on this agreement, please email support@booppet.app.

2.              Rights conferred by Boop

2.1           Boop hereby grants to QVP, with effect from the Effective Date, a non-exclusive, non-transferable right and licence, with no right to grant sublicences, to access and use (and to instruct QVP Affiliates and QVP Representatives to access and use, strictly for and on behalf of QVP and not for their own purposes) the Licensed Resources for the sole and exclusive purpose of facilitating the provision of Client Services to Qualifying Clients.

2.2           The licence granted by Boop to QVP under clause 2.1 above:

(a)            subject to clause 13.1, includes the right to (and to instruct QVP Affiliates and QVP Representatives to) input User Data and Pet Data into the Vet Site; and

(b)            excludes the right to (or to instruct QVP Affiliates and QVP Representatives to) access or use the App.

3.              Boop obligations and rights

3.1           Boop shall notify QVP in writing of the identity of, and contact details for, a Representative of Boop who will act as manager of QVP’s use of the Licensed Resources (the “Boop Manager”). The Boop Manager shall have authority to contractually bind Boop on matters relating to this agreement. Boop may replace the Boop Manager from time to time where reasonably necessary in the interests of Boop’s business operations, and will notify QVP when it has done so.

3.2           Boop may disclose the identity of QVP both internally and externally, including for the purposes of marketing its services to prospective users of the Boop Resources (including in any public relations materials and direct marketing materials).

3.3           Boop gives no warranty or guarantee in relation to the absence of technical or other disturbances and delays on External Networks which may impact the availability of some or all of the Licensed Resources and therefore QVP’s ability (and QVP Affiliates’ and QVP Representatives’ ability, acting on QVP’s behalf) to use the Licensed Resources to facilitate the provision of Client Services to Qualifying Clients during the Term. QVP acknowledges that Boop’s ability to make the Licensed Resources available, and otherwise comply with its obligations under this agreement, is subject to problems inherent in the use of External Networks, and Boop shall not be in breach of this agreement or otherwise liable for any Losses suffered, incurred or paid by QVP, QVP Affiliates, QVP Representatives or Qualifying Clients arising out of technical or other disturbances and delays on External Networks.

3.4           Without prejudice to clause 3.3 above, Boop cannot guarantee that, and does not warrant that:

(a)            the Licensed Resources will always be accessible, available, uninterrupted and error-free for any or all Boop Users;

(b)            the Licensed Resources and the information obtained through the Licensed Resources will meet the requirements of QVP (and QVP Affiliates, QVP Representatives and Qualifying Clients);

(c)             the Licensed Resources will be free from Vulnerabilities or Viruses;

(d)            the Boop Account Data (or any element of it) is complete, accurate, current, free of errors and based on factual and verified information and statistics; and

(e)            the Licensed Resources will meet the individual requirements of QVP or any other Boop Users.

3.5           Further to clause 3.4(a) above and without prejudice to clauses 5.2 or 5.3 below, Boop may terminate, suspend, withdraw or restrict the availability of all or any part of the Boop Resources (including the Licensed Resources) with immediate effect and at its complete discretion, including for business and operational reasons (e.g. the malfunction of equipment, periodic updating, maintenance, repair and the acts or omissions of third party service providers on whom Boop relies to provide the Boop Resources).

3.6           Nothing in this agreement shall prevent Boop from entering into similar or identical agreements with third parties (including competitors of QVP) or from making any or all Boop Resources available to QVP Affiliates, QVP Representatives and Qualifying Clients directly.

3.7           In the event of any loss of, damage to or alteration of QVP Account Data caused by Boop, a Boop Affiliate or a Boop Representative, QVP's sole and exclusive remedy against Boop shall be for Boop to use reasonable endeavours to restore the lost or damaged QVP Account Data from the latest back-up of such QVP Account Data maintained by Boop in accordance with the archiving procedure described in its Back-Up Policy. For clarity, Boop shall not be responsible for, and shall not be liable to QVP, QVP Affiliates, QVP Representatives or Qualifying Clients for, any Losses they may suffer or incur arising out of any loss of, damage to or alteration of QVP Account Data. QVP shall indemnify Boop and keep Boop indemnified in full against any Losses suffered or incurred by Boop, Boop Affiliates, Boop Representatives and other Boop Users arising out of any loss of, damage to or alteration of QVP Account Data, if and to the extent that such loss, damage or alteration was caused by QVP, a QVP Affiliate or a QVP Representative.

4.              QVP warranties, obligations and rights

4.1           Warranties. QVP warrants and undertakes that, as at the Effective Date and throughout the Term:

(a)            it is satisfied that: (i) the Licensed Resources are suitable for use in its business; and (ii) the facilities and functions of the Licensed Resources meet its requirements;

(b)            it has, and shall continue to have, full power and authority to enter into this agreement and to perform its obligations under this agreement;

(c)             it holds, and shall continue to hold, an active registered account on the Vet Site in its capacity as provider of veterinary services (a “QVP Account”);

(d)            each and every QVP Representative engaged in performing obligations under this agreement for and on behalf of QVP:

(i)              has entered into the QVP Representative Terms with Boop, and those QVP Representative Terms remain in full force and effect;

(ii)            has not breached its obligations under the QVP Representative Terms; and

(iii)           holds, and shall continue to hold, an active account on the Vet Site in their capacity as QVP Representative (a “Representative Account”); and

(e)            it employs or otherwise engages, and shall continue to employ or otherwise engage (on legally binding written terms) at least one veterinary surgeon registered with the Royal College of Veterinary Surgeons.

4.2           Compulsory appointment of a QVP Manager. QVP shall:

(a)            promptly following the Effective Date:

(i)              nominate a single QVP Representative as the person with responsibility for managing this agreement and overseeing QVP’s relationship with Boop (the “QVP Manager”);

(ii)            inform that person that the role of QVP Manager has been assigned to them; and

(iii)           notify the QVP Manager of all acts and things they must now do, and the responsibilities they now hold, in their role as QVP Manager in order to ensure QVP’s compliance with this agreement (including those responsibilities set out in clause 4.2(b)(ii) below);

(b)            promptly on opening the QVP Account:

(i)              assign (where indicated in the QVP Account) the title of “QVP Manager” to the QVP Representative nominated under clause 4.2(a)(i) above; and

(ii)            procure that the QVP Representative nominated as “QVP Manager” under clause 4.2(a)(i) above:

(A)            logs into the Vet Site using the unique invite code provided by Boop to QVP;

(B)            confirms or amends QVP’s practice details;

(C)            sets a secure, confidential and unique password and PIN for themselves (as QVP Manager);

(D)            inputs contact and other requested details for themselves (as QVP Manager); and

(E)            invites other QVP Representatives with Representative Accounts to join the QVP Account; registers those QVP Representatives on the QVP Account by sharing a unique password and PIN with each of them (the “Unique Login Details”); and notifies those QVP Representatives that their Unique Login Details are Confidential Information and specific to them, and must not be shared with any other QVP Representative or any other person whatsoever; and

(c)             if the role of QVP Manager is re-allocated from one QVP Representative to another QVP Representative (either temporarily or permanently) during the Term, immediately re-assign (where indicated in the QVP Account) the title of “QVP Manager” to the QVP Representative who has taken over that role.

4.3           Authority of QVP Manager. QVP:

(a)            shall grant to the QVP Manager authority to contractually bind QVP on all matters relating to this agreement and the relationship between QVP and Boop;

(b)            acknowledges and agrees that any instructions, consents and acceptances given to Boop (or a Boop Affiliate or Boop Representative) by the QVP Manager shall be deemed to be instructions, consents and acceptances given by QVP itself; and

(c)             shall indemnify Boop and keep Boop indemnified in full against all Losses suffered or incurred by Boop, Boop Affiliates, Boop Representatives and other Boop Users which arise out of, or in connection with, any instructions, consents and acceptances given to Boop (or a Boop Affiliate or Boop Representative) by the QVP Manager.

4.4           Optional appointment of one or more QVP Administrators. From time to time during the Term, QVP may (or may give the QVP Manager authority to, at their discretion):

(a)            delegate purely administrative tasks associated with the QVP Account (e.g. inviting QVP Representatives to join the QVP Account and registering QVP Representatives on the QVP Account) to one or more other QVP Representatives (each, a “QVP Administrator”);

(b)            inform that person (or those persons) that the role of QVP Administrator has been assigned to them;

(c)             notify that person (or those persons) of all acts and things they must now do, and the responsibilities they now hold, in their role as QVP Administrator in order to ensure QVP’s compliance with this agreement;

(d)            promptly assign (where indicated in the QVP Account) the title of “QVP Administrator” to the same QVP Representative(s) nominated as such under clause 4.2(a) above; and

(e)            if the role of QVP Administrator is re-allocated from one QVP Representative to another QVP Representative (either temporarily or permanently) during the Term, immediately re-assign (where indicated in the QVP Account) the title of “QVP Administrator” to the QVP Representative who has taken over the role.

4.5           Security and protection of QVP Account. QVP shall, and shall ensure that the QVP Manager and any QVP Administrators shall,

(a)            at all times during the Term:

(i)              keep their own Unique Login Details and the Unique Login Details of QVP Representatives confidential at all times (for clarity, Unique Login Details are included in the definition of “Confidential Information” and the obligations set out in clause 10 apply to them);

(ii)            only share Unique Login Details with those QVP Representatives who require use of the Vet Site to facilitate the provision of Client Services to Qualifying Clients for and on behalf of QVP;

(iii)           ensure that QVP Representatives to whom Unique Login Details have been provided enter into the QVP Representative Terms prior to accessing the QVP Account and the Vet Site for the first time and comply with the QVP Representative Terms;

(iv)           immediately notify Boop in writing if they suspect or become aware of any breach of the QVP Representative Terms by a QVP Representative;

(v)            take all reasonable steps required to prevent unauthorised access to, or use of, the Vet Site by QVP Representatives or other persons to whom Unique Login Details have not been provided; and

(vi)           immediately notify Boop in writing if they suspect or become aware of any unauthorised access to, or use of, the Vet Site by a QVP Representatives or other person to whom Unique Login Details have not been provided; and

(b)            when a QVP Representative (or former QVP Representative) no longer requires access to the Vet Site to facilitate the provision of Client Services for and on behalf of QVP (for example, because they have ceased to be a QVP Representative or have changed their role within QVP’s business) (the “Former User”), immediately:

(i)              remove the QVP Representative’s access rights to the QVP Account (meaning the Unique Login Details allocated to that QVP Representative will no longer enable them to gain access to the QVP Account); and

(ii)            do all other acts and things required (including any specified by Boop) to ensure that the Former User is no longer able to access the QVP Account.

4.6           Security and protection of Boop Resources: QVP shall not, and shall ensure that each QVP Affiliate and QVP Representative shall not (nor shall QVP nor any QVP Affiliate or QVP Representative permit any third party to) at any time during the Term:

(a)            use the Boop Resources in a way that could damage, disable, overburden, impair or compromise Boop’s systems or security or interfere with any Boop Accounts, or the holders of any Boop Accounts;

(b)            act fraudulently or maliciously in relation to the Boop Resources, including by introducing, accessing, storing, distributing or transmitting to or on the Boop Resources:

(i)              any Virus or Vulnerability; or

(ii)            any material that: is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or is otherwise illegal or causes damage or injury to any person or property;

(c)             attack the Boop Resources via a denial-of-service attack or a distributed denial-of service attack;

(d)            attempt to gain unauthorised access to the Boop Resources, the server on which the Boop Resources is stored or any server, computer or database connected to the Boop Resources;

(e)            conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to any Boop Resources, including using (or permitting, authorising or attempting the use of): any robot, spider, scraper, deep link or other data gathering or extraction tool, program, algorithm or methodology to access, acquire, copy or monitor the Boop Resources or any part of them; or any automated analytical technique aimed at analysing text and data in digital form to generate information which includes patterns, trends and correlations (but only to the extent that we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us);

(f)             use or attempt to use any engine, software, tool, agent or other device to navigate or search the Boop Resources, other than search engines and search agents available through the Boop Resources or through generally available third party web browsers;

(g)            licence, sell, resell or exploit (for commercial purposes or otherwise), copy, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, adapt, reproduce, reduce to human-perceivable form, modify (other than to correct errors), distribute, reverse engineer, decompile or disassemble any element of the Boop Resources (including any of the software comprising, or in any way contributing to, the Boop Resources);

(h)            use the Boop Resources to provide services to third parties or assist third parties in obtaining access to the Boop Resources; or

(i)              use or access all or any part of the Boop Resources in order to build a product, service, offering or following, whether for commercial purposes or otherwise (including, but not limited to, a product or service which competes with the Boop Resources or any part of them).

4.7           Miscellaneous obligations. Throughout the Term QVP shall, and shall ensure that each QVP Affiliate and QVP Representative shall (in the course of using the Licensed Resources and in doing any other acts or things under or in connection with this agreement):

(a)            co-operate with Boop in all matters relating to the Licensed Resources, and the use of the Licensed Resources;

(b)            input into the QVP Account and the Representative Account and otherwise provide and license to Boop (promptly and at no charge):

(i)              all data and information relating to QVP, QVP Affiliates, QVP Representatives, Qualifying Clients and Pets; and

(ii)            all other data and information, documents, materials and Intellectual Property Rights,

which are reasonably required by Boop (whether or not requested by Boop) for the purposes of enabling QVP to access and use (and to permit QVP Affiliates and QVP Representatives to access and use, for and on behalf of QVP) the Vet Site to facilitate the provision of Client Services to Qualifying Clients during the Term;

(c)             ensure that all QVP Materials and other Licensed Rights and Materials are complete, accurate and current;

(d)            at least once in every three month period during the Term, review and monitor the Boop Account Data (regardless of whether it was inputted by QVP, a QVP Affiliate, a QVP Representative, a Qualifying Client or another person) to verify that it is, and remains, complete, accurate and current and, if it is not, immediately update it so that it is complete, accurate and current;

(e)            only allow those QVP Representatives who have been assigned Unique Login Details and who are registered on the QVP Account to: access and use the Vet Site and the QVP Account; and otherwise perform any role or function that requires use of, or interaction with, the Licensed Resources;

(f)             not transmit any material that is defamatory, offensive or otherwise objectionable through the Licensed Resources;

(g)            not harm any humans, Pets or other animals through use of the Licensed Resources;

(h)            only include a hyperlink to online elements of the Licensed Resources (or any part of them) in a way that is fair and legal and does not damage Boop’s reputation or take advantage of it, and must not:

(i)              include a hyperlink to online elements of the Licensed Resources (or any part of them) in any way that suggests any form of association, approval or endorsement on the part of Boop where none exists;

(ii)            include a hyperlink to online elements of the Licensed Resources (or any part of them) on any website that is not owned and controlled by QVP;

(iii)           frame any online elements of the Licensed Resources (or any part of them) on any other application or website; or

(iv)           without prejudice to the foregoing, create a hyperlink to any page other than the home page of the online elements of the Licensed Resources (or any part of them);

(i)              immediately on Boop’s written request, remove any hyperlink to online elements of the Licensed Resources (or any part of them) on any website that is owned and controlled by QVP;

(j)              immediately notify Boop in writing if there is a change of Control of QVP (providing full details of that change of Control); and

(k)            carry out QVP’s obligations under this agreement, and do all other acts and things that may be required to ensure QVP’s compliance with its obligations under this agreement, in a timely and efficient manner.

4.8           QVP responsibilities. Throughout the Term, QVP shall (in the course of using the Licensed Resources and in doing any other acts or things under or in connection with this agreement):

(a)            obtain and maintain all necessary licences, consents and permissions;

(b)            comply with Applicable Laws (including technology control and export laws and regulations that apply to the technology used or supported by the Licensed Resources);

(c)             ensure that the network and systems used by QVP, QVP Affiliates and QVP Representatives comply with any specifications provided by or on behalf of Boop from time to time and are otherwise properly configured to access the Licensed Resources;

(d)            procure, maintain and secure External Networks from QVP systems to Boop's data centres;

(e)            promptly resolve all problems, conditions, delays and delivery failures arising from or relating to External Networks; and

(f)             back-up QVP Account Data.

4.9           QVP is and shall remain solely and entirely responsible for complying with its obligations under clauses 4.1 to 4.8 above, and for the full and timely performance of the acts and things referred to in those clauses, regardless of whether those obligations, acts and things are delegated by (or on behalf of) QVP to the QVP Manager, a QVP Administrator or any other QVP Representative.

4.10        Regarding any Losses arising out of or in connection with the performance, by or on behalf of QVP, of the obligations, acts and things referred to in clauses 4.1 to 4.8 above, or QVP’s failure to perform (or ensure the performance of) the obligations, acts and things referred to in clauses 4.1 to 4.8 above in accordance with the terms of this agreement (including, for clarity, any Breach Event):

(a)            Boop shall not be responsible for, and shall not be liable to QVP, QVP Affiliates, QVP Representatives or Qualifying Clients for, any such Losses that they suffer or incur; and

(b)            QVP shall indemnify Boop and keep Boop indemnified in full against any such Losses suffered or incurred by Boop, Boop Affiliates, the Boop Representatives and other Boop Users.

5.              Consequences of a Breach Event

5.1           QVP obligations following Breach Event. If, during the Term, QVP becomes aware of any fact or circumstance which constitutes, or which is reasonably expected to constitute, a breach clauses 4.1 to 4.8 above (each, a “Breach Event”) (for clarity, including any fact or circumstance which would cause, or is reasonably expected to cause, any of the warranties in clause 4.1 to be untrue, inaccurate or misleading), then QVP shall promptly notify Boop in writing of the Breach Event (a “Breach Notification”), such notice to include:

(a)            full details of the Breach Event; and

(b)            the identity of any and all QVP Affiliates or QVP Representatives who caused or contributed to the Breach Event, or who are reasonably believed to have caused or contributed to the Breach Event (each, a “Defaulting Representative”).

5.2           Boop rights following Breach Event. On Boop’s receipt of a Breach Notification under clause 5.1 above, or if Boop otherwise becomes aware of an actual or anticipated Breach Event, then Boop may (at its complete discretion and without affecting any other right or remedy available to it):

(a)            on written notice to QVP:

(i)              give QVP an opportunity (which may be time-limited) to prevent or remedy that Breach Event or to procure that the Defaulting Representative(s) or any other QVP Affiliate(s) or QVP Representative(s) prevent or remedy that Breach Event; and/or

(ii)            in respect of QVP, either:

(A)            immediately suspend QVP’s right to access and use the QVP Account and the Licensed Resources (and the right of QVP Affiliates and QVP Representatives to access and use the Licensed Resources on QVP’s behalf); and/or

(B)            immediately terminate this agreement and QVP’s right to access and use the Licensed Resources (and the right of QVP Affiliates and QVP Representatives to access and use the Licensed Resources on QVP’s behalf) and delete the QVP Account; and/or

(iii)           in respect of a Defaulting Representative, at Boop’s complete discretion, immediately either suspend or terminate their right to access and use: (A) the QVP Account; and/or (B) the Defaulting Representative’s Representative Account; and/or

(b)            notify Qualifying Clients, QVP Affiliates and/or QVP Representatives of any actual or anticipated Breach Events, and of any action taken by or on behalf of Boop in response to any actual or anticipated Breach Events (including any action taken under and in accordance with clause 5.2(a) above),

and Boop excludes all liability to QVP, QVP Affiliates and QVP Representatives for any Losses suffered or incurred which arise out of, or in connection with, Boop’s exercise of any of its rights under this clause 5.2.   

5.3           Freedom of Boop to exercise multiple rights. For clarity, if Boop exercises its right under:

(a)            clause 5.2(a)(i) above, then Boop remains free to (at any time and at its complete discretion) exercise its right under clause 5.2(a)(ii) above and/or clause 5.2(a)(iii) above;

(b)            clause 5.2(a)(ii)(A) above, then Boop remains free to (at any time and at its complete discretion) exercise its right under 5.2(a)(i) above and/or clause 5.2(a)(ii)(B) above and/or clause 5.2(a)(iii) above; and/or

(c)             clause 5.2(a)(iii) above, then Boop remains free to (at any time and at its complete discretion) exercise its right under clause 5.2(a)(i) above and/or clause 5.2(a)(ii) above.

5.4           Duration of suspension. If Boop exercises its right under clause 5.2(a) to suspend:

(a)            QVP’s right to access and use the QVP Account and the Licensed Resources (and the right of QVP Affiliates and QVP Representatives to access and use the Licensed Resources on QVP’s behalf); and/or

(b)            a Defaulting Representative’s right to access and use the QVP Account and/or the Defaulting Representative’s Representative Account,

then that suspension shall remain in force unless and until Boop is satisfied (acting reasonably and in good faith) that the actual or anticipated Breach Event has been prevented or remedied, at which point Boop shall promptly notify QVP that the relevant suspension(s) have been lifted.

5.5           Consequences of suspension in respect of QVP. During any suspension period relating to QVP under clause 5.2(a)(ii)(A) above, QVP shall (and shall ensure that all QVP Affiliates and QVP Representatives shall) cease all activities authorised by this agreement, including use of the Boop Resources (including the Vet Site and the QVP Account) to facilitate the provision of Client Services.

5.6           Consequences of termination in respect of QVP. Following termination of this agreement under clause 5.2(a)(ii)(B) above, clause 15.4 shall apply.

5.7           Consequences of suspension in respect of Defaulting Representative. During any suspension period relating to a Defaulting Representative under clause 5.2(a)(iii) above, QVP shall ensure that the Defaulting Representative ceases to:

(a)            access and use the QVP Account and/or the Defaulting Representative’s Representative Account (as applicable); and

(b)            if instructed to do so by Boop, do any other act or thing under or in connection with this agreement (including facilitating the provision of the Client Services),

in each case, unless and until QVP receives notice from Boop under clause 5.4 above that the suspension relating to that Defaulting Representative has been lifted.

5.8           Consequences of termination in respect of Defaulting Representative. On termination of a Defaulting Representative’s right to access and use the QVP Account and/or the Defaulting Representative’s Representative Account under clause 5.2(a)(iii) above, QVP shall ensure that the Defaulting Representative ceases to:

(a)            access and use the QVP Account and/or the Defaulting Representative’s Representative Account (as applicable); and

(b)            if instructed to do so by Boop, do any other act or thing under or in connection with this agreement (including facilitating the provision of the Client Services).

5.9           Indemnity. QVP shall indemnify Boop and keep Boop indemnified in full against all Losses suffered or incurred by Boop, Boop Affiliates, the Boop Representatives and other Boop Users which arise out of, or in connection with, QVP’s breach of this clause 5.

6.              Dependency

6.1           In this clause 6, “Dependency” means each of the following circumstances:

(a)            the provision of such Boop Account Data and Partner Data as is required by Boop to enable it to: (i) provide Client Services to Qualifying Clients; and (ii) otherwise comply with its obligations under this agreement;

(b)            the accuracy of the Boop Account Data and Partner Data uploaded to the Boop Resources, or otherwise made available to Boop; and

(c)             the satisfactory performance of: (i) the software and systems of QVP, other Boop Users and other third parties; and (ii) External Networks.

6.2           Without prejudice to clause 11, if Boop’s performance of its obligations under this agreement is prevented or delayed by:

(a)            a Dependency being breached or otherwise not being satisfied; and/or

(b)            a Breach Event or any other act or omission of QVP, a QVP Affiliate and/or a QVP Representative,

then, without prejudice to any other right or remedy Boop may have:

(i)              Boop shall not be in breach of this agreement;

(ii)            Boop shall, where applicable, be allowed an extension of time to perform its obligations equal to the delay caused by the circumstances set out in clauses 6.2(a) or 6.2(b); and

(iii)           QVP shall indemnify Boop and keep Boop indemnified in full against any Losses suffered or incurred by Boop, Boop Affiliates, Boop Representatives and other Boop Users arising out of or in connection with the circumstances set out in clause 6.2(a) (where the Dependency was breached or otherwise not satisfied because of an act or omission of QVP, a QVP Affiliate and/or a QVP Representative) or clause 6.2(b).

7.              Boop Partners

7.1           From time to time during the Term, the Boop Resources may contain links to, or details of, applications, websites and resources through which third parties (the “Boop Partners”) publish advertisements and promotions  (together, the “Partner Promotions”) for goods and services (the “Partner Products”). Boop may receive commission or other remuneration from Boop Partners, in return for including Partner Promotions in the Boop Resources.

7.2           In this clause, “Partner Offerings” means: (a) data, information, documents, materials and content relating to Partner Products (the “Partner Data”); (b) Partner Products; (c) Partner Promotions; and (d) the applications, websites and resources of Boop Partners. QVP acknowledges and agrees that:

(a)            the Partner Offerings are not controlled by or on behalf of Boop, and Boop is not responsible for, and has not checked, approved or verified the content or accuracy of Partner Offerings, their privacy policies or their quality or suitability;

(b)            Boop makes no representation, warranty or commitment in relation to any Partner Offerings or QVP’s use, purchase or recommendation of them;

(c)             QVP must make its own independent judgement about whether to use or purchase any Partner Offerings, or recommend their use or purchase to other Boop Users or other third parties; and

(d)            QVP purchases and uses (or recommends to other Boop Users or other third parties that they use or purchase) any Partner Offerings at its or their own risk.

7.3           Boop accepts no responsibility or liability whatsoever for any Losses suffered or incurred by QVP, QVP Affiliates, QVP Representatives or any other Boop Users arising out of their use of, purchase of, recommendation of, reliance on and/or interaction with, any Partner Offerings.

8.              Use and ownership of Boop Resources and Boop IPRs

8.1           QVP acknowledges and agrees that Boop and/or its licensors own, and shall continue to own:

(a)            all Boop Resources; and

(b)            all Intellectual Property Rights subsisting in the Boop Resources from time to time during the Term, the name “Boop” and any other logo, brand name, business or company name, product identification, proprietary mark (whether registered, unregistered or the subject of an application for registration) which is similar or identical to one used by, on or in connection with Boop, the Boop Resources and/or the Boop business from time to time (the “Boop IPRs”).

8.2           Save for as provided under clause 2.1, QVP does not acquire any rights in or to the Boop Resources or the Boop IPRs under or in connection with this agreement.

8.3           Boop reserves the right to grant to any other party or parties a licence or other right to use the Boop Resources and/or the Boop IPRs in any way and for any purpose whatsoever.

8.4           QVP shall, and shall ensure that the QVP Representatives shall:

(a)            use all reasonable endeavours to prevent any unauthorised use of the Boop Resources and/or  infringement of the Boop IPRs by QVP, QVP Affiliates, QVP Representatives, Qualifying Clients or any third party;

(b)            on becoming aware of any such unauthorised use, infringement or suspected infringement, promptly report it to Boop; and

(c)             do and execute or arrange for the doing and executing of (at Boop’s expense) each necessary act, document and thing that Boop may consider necessary or desirable to perfect the right, title and interest of Boop in and to the Boop Resources and the Boop IPRs.

8.5           Boop’s status (and that of any identified contributors) as the authors of content provided to QVP through the Boop Resources must always be acknowledged. 

8.6           Without Boop’s prior written consent, QVP is prohibited from:

(a)            using any element of the Boop IPRs; and

(b)            removing or in any manner altering any Boop IPRs, any trade mark notice, any copyright notice, or other notices, in each case, contained in, displayed on or comprising part of the Boop Resources.

9.              Use of QVP Materials and QVP IPRs

9.1           QVP hereby grants to Boop, or shall procure the direct grant to Boop of (in each case, with a right for Boop to sub-license to Boop Affiliates, Boop Representatives and Qualifying Clients) a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual and irrevocable licence (or sub-licence, as applicable) to access, use, modify, display and distribute the QVP Materials and the QVP IPRs howsoever required (including using or incorporating the QVP Materials and the QVP IPRs to create new or updated Outputs, data, information, documents, materials or content) for the purposes of:

(a)            providing, facilitating and administering the Client Services and the Boop Resources;

(b)            enabling QVP, QVP Affiliates and QVP Representatives to facilitate the provision of Client Services to Qualifying Clients through use of the Vet Site; and

(c)             enabling Qualifying Clients to receive Client Services through use of the App.

9.2           In clauses 9.3 to 9.6 below and throughout this agreement, “Licensed Rights and Materials” means:

(a)            the QVP Materials and the QVP IPRs licensed by QVP to Boop under clause 9.1 above; and

(b)            all new or updated Outputs, data, information, documents, materials and content created by using or incorporating the QVP Materials and the QVP IPRs licensed by QVP to Boop under clause 9.1 above (if and to the extent they (or the Intellectual Property Rights subsisting in them) are owned by QVP).  

9.3           The licence granted by QVP to Boop under clause 9.1 includes the right to:

(a)            sub-licence the Licensed Rights and Materials (excluding any personal data) to other Boop Users (and QVP warrants that it has all necessary rights and consents required to grant this permission in relation to the Licensed Rights and Materials);

(b)            generate, use and/or share, for any purpose whatsoever, aggregated and anonymised data derived from the Licensed Rights and Materials (for example, to see any trends in a particular geographical area such as whether more cats are vaccinated in a particular town or county than in another);

(c)             disclose the identity of QVP, any QVP Affiliate and/or any QVP Representative to third parties, if Boop is required to do so by Applicable Laws or a court order; and

(d)            without prejudice to clause 9.4(b) below, verify and record information and documentation that enables Boop to confirm that the Licensed Rights and Materials are complete, accurate and current.

9.4           QVP acknowledges and agrees that Boop is under no obligation to, or to ensure that the Boop Affiliates and Boop Representatives:

(a)            keep the Licensed Rights and Materials confidential; or

(b)            check that the Licensed Rights and Materials are complete, accurate and current.

9.5           QVP warrants and represents that:

(a)            QVP owns all right, title and interest in and to the Licensed Rights and Materials; and

(b)            Boop’s use of the Licensed Rights and Materials will not infringe the Intellectual Property Rights of any third party.

9.6           QVP shall indemnify Boop and keep Boop indemnified in full against all Losses suffered or incurred by Boop, Boop Affiliates, Boop Representatives and other Boop Users arising out of, or in connection with, any claim that their use of the QVP Materials and/or the QVP IPRs licensed by QVP to Boop under clause 9.1 above infringes the Intellectual Property Rights or other rights of any third party.

10.           Confidential Information

10.1        During the Term and for a period of five years after the Termination Date, each party shall keep the other party's Confidential Information secret and confidential and shall not:

(a)            use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement (“Permitted Purpose”); or

(b)            disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 10.

10.2        A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

(a)            it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

(b)            at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.

10.3        A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by Applicable Laws, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 10.3, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

10.4        The provisions of this clause 10 shall not apply to any Confidential Information that: (a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause); (b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party; (c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or (d) the parties agree in writing is not confidential or may be disclosed.

10.5        Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this agreement are granted to the other party, or to be implied from this agreement.

10.6        Except as expressly stated in this agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.

10.7        The provisions of this clause 10 shall continue to apply after termination of this agreement.

11.           Force Majeure Events

11.1        Without prejudice to clause 6, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (the “Affected Party”), then provided the Affected Party has complied with clause 11.2:

(a)            it shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of those obligations;

(b)            the time for performance of those obligations shall be extended accordingly; and

(c)             the corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.

11.2        The Affected Party shall:

(a)            as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and

(b)            use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

12.           Change control

12.1        From time to time during the Term, Boop may need to:

(a)            change the terms of this agreement to, among other things, reflect changes in Applicable Laws or best practice;

(b)            add new services or functionality to the Vet Site; and/or

(c)             update and change the Vet Site to improve performance, enhance functionality, reflect changes to the operating system or address security issues,

(together, the “Changes”).  

12.2        Where possible (in the opinion of Boop, acting reasonably and in good faith), Boop shall give to QVP at least 30 days’ notice of a Change by notifying the QVP Manager in writing (a “Change Notice”).

12.3        If QVP wishes to reject a Change specified by Boop in a Change Notice then, unless the parties agree otherwise in writing, QVP shall terminate this agreement under and in accordance with clause 15, and the provisions of clause 15 shall apply.

13.           Rights and obligations relating to data

13.1        Inputting Client Account Data. On a Qualifying Client’s request, QVP may (and may instruct QVP Affiliates and QVP Representatives to) set up a Client Account on a Qualifying Client’s behalf and populate it with Client Account Data.

13.2        Where Client Account Data includes personal data. QVP warrants and represents that where Client Account Data relating to a Qualifying Client is inputted into a Client Account by QVP, a QVP Affiliate or a QVP Representative, and that Client Account Data includes personal data:

(a)            prior to setting up and/or populating the Client Account of that Qualifying Client with Client Account Data, QVP provided a privacy notice to the Qualifying Client and that privacy notice contained clear, accurate and intelligible language about how such personal data would be used by QVP, including for purposes such as populating the Client Account and granting any rights granted in relation to that personal data under this agreement; and

(b)            QVP, and (if applicable) any QVP Affiliates and QVP Representatives instructed by QVP to set up a Client Account and populate it with Client Account Data, are entitled to populate the Client Account with such personal data and to grant any rights granted in relation to that personal data under this agreement, and have a valid lawful basis to do so under Article 6 of the UK GDPR,

and QVP shall indemnify Boop and keep Boop indemnified in full against all Losses suffered or incurred by Boop, Boop Affiliates, Boop Representatives and other Boop Users which arise out of, or in connection with, QVP’s breach of this clause 13.2.

13.3        QVP remedy in event of data loss, damage, etc. If any loss of, damage to or alteration of Boop Account Data is caused by Boop, a Boop Affiliate or a Boop Representative, then QVP's sole and exclusive remedy against Boop shall be for Boop to use reasonable endeavours to restore the lost or damaged Boop Account Data from the latest back-up of such Boop Account Data maintained by Boop in accordance with the archiving procedure described in its Back-Up Policy (and Boop shall not be responsible for, and shall not be liable to QVP, QVP Affiliates, QVP Representatives or Qualifying Clients for, any Losses they may suffer or incur arising out of any loss of, damage to or alteration of any Boop Account Data).

13.4        Boop remedy in event of data loss, damage, etc. QVP shall indemnify Boop and keep Boop indemnified in full against any Losses suffered or incurred by Boop, Boop Affiliates, Boop Representatives and other Boop Users arising out of any loss of, damage to or alteration of Boop Account Data, if and to the extent that such loss, damage or alteration was caused or made by QVP, a QVP Affiliate or a QVP Representative.

14.           Liability

14.1        In this agreement:

(a)            “default” means any act or omission resulting in one party incurring liability to the other; and

(b)            “liability” means every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

14.2        Boop does not exclude or limit in any way its liability to QVP, QVP Affiliates or the QVP Representatives where it would be unlawful to do so (including liability for death or personal injury caused by negligence and for fraud or fraudulent misrepresentation).

14.3        Without prejudice to clause 14.2 above, Boop excludes all implied conditions, warranties, representations or other terms that may apply to this agreement and the use of the Licensed Resources by or on behalf of QVP, QVP Affiliates and QVP Representatives.

14.4        Boop makes the Boop Resources available on an ‘as is’ basis, for general information only. The Boop Resources have not been developed to meet the individual requirements of QVP, QVP Affiliates, QVP Representatives or any other Boop Users. Information obtained from, and recommendations given by, the Boop Resources do not constitute information or advice (including medical advice for Pets) on which Boop Users can or should rely. QVP must, and must advise others that they must, obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from, or recommendations given by, the Boop Resources. In particular, the Boop Resources are not a substitute for seeking professional medical advice from a qualified veterinarian or veterinary nurse from the registers of the Royal College of Veterinary Surgeons. As between QVP and Boop, QVP is solely responsible for ensuring the Pets of Qualifying Clients receive the vaccinations and medical treatments that they need, when they need to have them. 

14.5        Subject to clause 14.2, Boop excludes all liability to QVP, QVP Affiliates and QVP Representatives for:

(a)            loss of profits (including loss of anticipated savings); loss of sales or business; loss of agreements or contracts; loss of use or corruption of software, data or information; loss of or damage to goodwill;  and indirect or consequential loss; and

(b)            without prejudice to clause 14.5(a), any Losses that they suffer or incur arising out of or in connection with their use of the Licensed Resources in any capacity, or for any purpose, other than the capacity and purpose described in clause 2.1 above. 

14.6        Subject to clause 14.2 and without prejudice to clause 14.5 above, Boop’s total, aggregate liability to QVP, QVP Affiliates and the QVP Representatives under or in connection with this agreement (for clarity, including but in no way limited to liability arising out of or in connection with use of the Boop Resources by QVP, QVP Affiliates and the QVP Representatives) shall not exceed £5,000 (five thousand Great British Pounds).

14.7        If a payment due from QVP under clauses 3.7, 4.3, 4.10, 5.9, 6.2, 9.6, 13.2 or 13.4 is subject to tax (whether by way of direct assessment or withholding at its source), Boop shall be entitled to receive from QVP such amount as shall ensure that the net receipt, after tax, of Boop in respect of the payment is the same as it would have been were the payment not subject to tax.

14.8        QVP acknowledges and agrees that, should QVP need to make a claim (whether in contract, tort (including negligence), misrepresentation, restitution or otherwise) against Boop under or in connection with this agreement, that claim shall only be brought against Boop (and not against any Boop Affiliate or Boop Representative, who shall have no liability in respect of that claim).

15.           Term, termination and consequences of termination

15.1        Term. This agreement shall commence on the Effective Date and shall continue unless and until it is terminated under clause 5.2(a)(ii)(B), clause 15.2 or clause 15.3.

15.2        Termination for cause. Without affecting any other right or remedy available to it, Boop may terminate this agreement with immediate effect by giving written notice to QVP:

(a)            under and in accordance with clause 5.2(a)(ii)(B);

(b)            if QVP, a QVP Affiliate or a QVP Representative does or threatens to do any act or thing which has or may have (in each case, in Boop’s reasonable opinion) an adverse effect on the reputation of Boop, a Boop Affiliate, a Boop Representative or any other Boop User;

(c)             if QVP takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 15.2(c);

(d)            if QVP suspends or ceases, or threatens to suspend or cease, providing veterinary services; or

(e)            if there is a change of Control of QVP.

15.3        Termination for convenience. Either party may initiate the termination of this agreement for convenience by giving written notice to the other party (the “Termination Notice”). Unless the parties agree otherwise in writing, the Termination Notice shall take effect, and this agreement shall terminate, on the date falling thirty (30) days from (and including) the date on which the Termination Notice is served. During the period between the date on which the Termination Notice is served and the Termination Date (the “Notice Period”):

(a)            QVP shall ensure that all QVP Representatives’ access rights to the QVP Account are removed; and

(b)            Boop may (at its complete discretion) notify Qualifying Clients of QVP: (i) that QVP is closing its QVP Account; (ii) of the date on which the QVP Account will be closed; (iii) of any and all impacts that the closure of the QVP Account may have on those Qualifying Clients and their Pets; and (iv) of suggested solutions or mitigations for those impacts.

15.4        Consequences of termination. On termination of this agreement under clause 5.2(a)(ii)(B), clause 15.2 or clause 15.3 above:

(a)            the licence granted by Boop to QVP under clause 2.1, and all other rights granted by Boop to QVP under this agreement, shall automatically and immediately terminate;

(b)            QVP shall immediately:

(i)              ensure that the QVP Manager closes the QVP Account and performs all other acts and things that are required to ensure that the QVP Account is no longer be accessible by QVP or any QVP Representatives (including the QVP Manager and any QVP Administrators);

(ii)            cease all activities authorised by this agreement, including use of the Licensed Resources (including the Vet Site and the QVP Account) to facilitate the provision of Client Services; and

(iii)           ensure that all QVP Affiliates and QVP Representatives cease carrying out, on QVP’s behalf, all activities authorised by this agreement, including use of the Licensed Resources (including the Vet Site and the QVP Account) to facilitate the provision of Client Services;

(c)             any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect, including the licence granted by QVP to Boop under clause 9.1 on the terms set out in clause 9 and all other rights, obligations and liabilities of the parties (including, but not limited to, indemnities) so far as they relate to that licence and Boop’s use of the Licensed Rights and Materials; and

(d)            none of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination shall be affected (including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination).

16.           Notices

16.1        Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be sent by email to:

(a)            for Boop: support@booppet.app; and

(b)            for QVP: the QVP Manager’s email address provided under clause 4.2(b)(ii)(D).

16.2        Notices and communications sent by email in accordance with clause 16.1 above shall be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.  In this clause, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

16.3        This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

17.           Dispute resolution procedure

17.1        Internal resolution. If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (a “Dispute”) then the parties shall first follow the procedure set out below:

(a)            either party shall give to the other party written notice of the Dispute in accordance with clause 16, setting out the nature of the Dispute and full particulars (the “Dispute Notice”) together with relevant supporting documents, and such notice shall be addressed to: (i) if QVP is the recipient of the Dispute Notice, the QVP Manager; and (ii) if Boop is the recipient of the Dispute Notice, the Boop Manager;

(b)            promptly following service of the Dispute Notice, the Boop Manager and the QVP Manager shall discuss and attempt to resolve the Dispute (acting reasonably and in good faith throughout);

(c)             if the Boop Manager and the QVP Manager are for any reason unable to resolve the Dispute within 30 Business Days of the service of the Dispute Notice, the Dispute shall be referred to a company director of Boop and a company director of QVP, who shall discuss and attempt to resolve the Dispute (acting reasonably and in good faith throughout); and  

(d)            if the parties’ respective company directors are for any reason unable to resolve the Dispute within 30 Business Days of it being referred to them, then either party may initiate mediation to settle the Dispute in accordance with clauses 17.2 and 17.3 below.

17.2        Mediation. If the parties are unable to resolve a Dispute by following the process outlined in clause 17.1 above, then either party shall first initiate mediation in an attempt to resolve the Dispute, by giving notice in writing (the “ADR Notice”) to: (a) if QVP is the recipient of the ADR Notice, the QVP Manager; and (b) if Boop is the recipient of the ADR Notice, the Boop Manager.

17.3        For any mediation initiated under clause 17.2 above: (a) it shall be conducted in accordance with the CEDR Model Mediation Procedure; (b) if the parties are unable to agree on the identity of the mediator or any logistical aspect of the mediation within 30 Business Days of service of the ADR Notice, CEDR shall, at the request of either party, decide that point, having first made reasonable efforts to consult with each of the parties on the issue; (c) unless otherwise agreed between the parties, the mediation will start not later than 60 Business Days after the date of the ADR Notice; (d) the mediation may take place in person or through the use of an online video conferencing system (whichever option is agreed between the parties in writing); (e) if the mediation is to be in person, it shall be held at a location mutually agreed between the parties in writing (and if no agreement can be reached, in London); (f) the language of the mediation shall be English; (g) the mediation agreement referred to in the CEDR Model Mediation Procedure shall be governed by the law of England & Wales; and (h) each party will bear its own costs and expenses of its participation in the mediation and half of the cost of the mediator and venue. 

17.4        Arbitration. If for any reason the Dispute is not resolved within 60 Business Days of commencement of mediation under clause 17.3 above, or such other period as is agreed between the parties, the Dispute shall be referred by either party to, and finally resolved by, arbitration under the rules of the London Court of International Arbitration (“LCIA”) in force on the date on which the Dispute is referred to arbitration. For clarity, no party may commence any arbitration proceedings under this clause in relation to the whole or part of the Dispute until it has attempted to settle the Dispute by mediation and either the mediation has terminated, or the other party has failed to participate in the mediation (provided that the right to issue proceedings is not prejudiced by a delay).

17.5        For any arbitration initiated under clause 17.4 above, the parties agree that: (a) if they are unable to agree on the number and identity of the arbitrators to be appointed, the LCIA shall, at the request of either party, decide that point, having first made reasonable efforts to consult with each of the parties on the issue; (b) the arbitration shall take place in London; (c) the arbitration itself, and the agreement to submit to arbitration, shall be governed by the laws of England and Wales; (d) the language of the arbitration shall be English; (e) the tribunal's award shall be final and binding and the parties agree to exclude all rights to seek a determination by the court of a preliminary point of law under section 45 of the Arbitration Act 1996 and all rights of appeal on a point of law under section 69 of the Arbitration Act 1996; (f) the tribunal shall have the power to order on a provisional basis, subject to appropriate adjustment (if any) in the tribunal's final decision or final award, any relief which it would have the power to order in a final award; (g) nothing in this clause shall prevent any party from applying at any time to the courts of any country for injunctive or other interim relief; (h) all hearings shall be private and confidential; and (i) the parties shall keep all aspects of any arbitration under this agreement confidential, including details of the proceedings and their outcome and all materials produced in preparation for, or arising out of, any arbitration under this agreement.

18.           Governing law

18.1        This agreement 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.

19.           Miscellaneous provisions

19.1        Non-solicitation of Boop Representatives. In order to protect the legitimate business interests of Boop, QVP covenants with Boop (for itself and as agent for the QVP Affiliates) that it shall not (and shall procure that no QVP Affiliate or QVP Representative shall), except with the prior written consent of Boop, employ or engage or otherwise facilitate the employment or engagement of any QVP Representative during the Term and for six calendar months thereafter.

19.2        Assignment and other dealings. QVP shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement. Boop may at any time assign, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights under this agreement, provided that Boop gives prior written notice of such dealing to QVP.

19.3        Variation. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised Representatives).

19.4        Waiver. A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.  No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

19.5        Rights and remedies. The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by Applicable Laws.

19.6        Severance. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.  If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.  Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement. If one party gives notice to the other of the possibility that any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

19.7        Entire agreement. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

19.8        Conflict. If there is an inconsistency between a provision in clauses 1 to 19 of this agreement and a provision in the Schedule, the provision in clauses 1 to 19 of this agreement shall prevail.

19.9        Further assurances. Each party shall, and shall ensure that its Affiliates and Representatives shall, promptly execute and deliver such documents and perform all such acts as may reasonably be required for the purpose of giving full effect to this agreement.

19.10      No partnership or agency. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

19.11      Third Party Rights. This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, except that Boop Affiliates and Boop Representatives may enforce clause 14.8.

SCHEDULE

DEFINITIONS AND INTERPRETATION

DEFINITIONS

Acceptance: the completion of any step undertaken by or on behalf of QVP (including by a QVP Affiliate or QVP Representative) which indicates the acceptance of the terms and conditions of this agreement, including clicking on an “Accept” button (or similar), ticking an “Accept” box (or similar) or doing any other act or thing which is stated (on the Vet Site, on any other Boop Resource or anywhere else) to indicate the acceptance of the terms and conditions of this agreement.

ADR Notice: is defined in clause 17.2.

Affected Party: is defined in clause 11.1.

Affiliate: in relation to a party, any entity that directly or indirectly Controls, is Controlled by, or is under common Control with that party from time to time.

agreement: is defined in clause 1.1.

App: Boop’s mobile application software through which Qualifying Clients can (amongst other things) keep and access: (a): digital vaccination records for their Pets; and (b) digital records of the dates on which their Pets received other treatments.

Applicable Laws: all applicable laws, statutes, regulations, codes and determinations from time to time in force.

Boop: is defined in clause 1.1.

Boop Account Data: means (collectively and individually): (a) Client Account Data; (b) QVP Account Data; and (c) Representative Account Data.

Boop Accounts means: (a) the QVP Account; (b) Representative Accounts; (c) Client Accounts; and (d) the registered accounts, on the Vet Site, of other veterinary practices.

Boop Affiliates: means Affiliates of Boop.

Boop IPRs: is defined in clause 8.1(b).

Boop Manager: is defined in clause 3.1.

Boop Partner: is defined in clause 7.1.

Boop Representative: a Representative of Boop or its Affiliate.

Boop Resources: the Vet Site, the App, the Documentation, data and information in the Boop Accounts, the Communication Channels and the Materials.

Boop Users: QVP, QVP Affiliates, QVP Representatives, Qualifying Clients, other veterinary practices and their Representatives, Boop Partners, Boop, Boop Affiliates, Boop Representatives and all other users of the Boop Resources from time to time.

Breach Event: is defined in clause 5.1.

Breach Notification: is defined in clause 5.1.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Changes: is defined in clause 12.1.

Change Notice: is defined in clause 12.2.

Client Account: an active registered account on the App held by a Qualifying Client in their capacity as the owner of, or care provider to, one or more Pets.

Client Account Data: all data, information, documents, materials and content included in a Client Account from time to time during the Term, including: (i) the name, address, phone number and email address of the Qualifying Client; and (ii) the Pet Data.

Client Services: any and all services and facilities offered and/or provided to Qualifying Clients from time to time during the Term, through: (a) the use of the Vet Site by and on behalf of QVP and other veterinary practices; (b) the use of the App by Qualifying Clients; and (c) Boop’s provision and administration of the Vet Site, the App and the interface between them.

Communication Channels: all channels through which Boop promotes the Client Services, including the website at https://booppet.app, the social media channels and electronic or other newsletter communications.

Confidential Information: all confidential information (however recorded or preserved) disclosed by one party, its Affiliate or its Representative to the other party, its Affiliate or its Representative whether before or after the date of this agreement, including but not limited to: (a) the existence and terms of this agreement; (b) any information that would be regarded as confidential by a reasonable business person relating to the business, affairs, customers, suppliers, operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party or its Affiliate; (c) any information developed by the parties in the course of carrying out this agreement; (d) the Boop Account Data; (e) the Unique Login Details; and (f) any other identification method created by Boop Users.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010 (and “Controls” and “Controlled” shall be construed accordingly).

default: is defined in clause 14.1(a).

Defaulting Representative: is defined in clause 5.1(b).

Dependency: is defined in clause 6.1.

Dispute: is defined in clause 17.1.

Dispute Notice: is defined in clause 17.1(a).

Documentation: any physical or online/electronic documentation relating to the Vet Site, the App or any updates or supplements thereof.

Effective Date: the date of Acceptance.

External Networks: physical and virtual networks and facilities, including communications networks (e.g. telephone, internet and fax).

Force Majeure Event: any circumstance not within a party's reasonable control including, without limitation: acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts; and interruption or failure of utility service.

Former User: is defined in clause 4.5(b).

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

LCIA: is defined in clause 17.4.

liability: is defined in clause 14.1(b).

Licensed Resources: the Vet Site, any physical or online/electronic documentation relating to the Vet Site (and any updates or supplements thereof), the QVP Account, the Communication Channels and the Materials.

Licensed Rights and Materials: is defined in clause 9.2.

Losses: all costs, expenses, liabilities, damages and losses (whether direct, indirect or consequential) including: (a) loss of income, profits, sales, business and revenue; (b) loss caused by business interruption; (c) loss of anticipated savings; (d) loss of business opportunity, goodwill or reputation; (e) loss of use of, or corruption of, software, data or information; (f) interest and fines; and (g) legal and other professional fees and expenses.

Materials: any and all materials, functions, and digital content provided through the Boop Resources or the Licensed Resources (as applicable).

Notice Period: is defined in clause 15.3.

Outputs: any and all outputs generated by or through the Boop Resources (whether through the use of QVP Materials, QVP IPRs or otherwise).

parties: is defined in clause 1.2.

party: is defined in clause 1.2.

Partner Data: is defined in clause 7.2.

Partner Promotions: is defined in clause 7.1.

Partner Products: is defined in clause 7.1.

Partner Offerings: is defined in clause 7.2.

Permitted Purpose: is defined in clause 10.1(a).

Pet Data: information about Pet(s), which may include the name, date of birth, age, animal type, breed, microchip and previous vaccination history of those Pet(s).

Pets: the animal(s) in respect of which a Qualifying Client uses, or plans to use, the App.

Qualifying Client: a natural person who: (a) holds an active Client Account; and (b) is a consumer of the veterinary services provided by QVP.

Qualifying Veterinary Practice: is defined in clause 1.3.

QVP: is defined in clause 1.3.

QVP Account: is defined in clause 4.1(c).

QVP Account Data: all data, information, documents, materials and content included in the QVP Account from time to time during the Term.

QVP Administrator: is defined in clause 4.4(a).

QVP Affiliates: Affiliates of QVP.

QVP Inputs: all data (including User Data and Pet Data), information, documents, materials and content inputted and/or uploaded into Boop Accounts, the Vet Site and any other Licensed Resources by or on behalf of QVP.

QVP IPRs: all Intellectual Property Rights subsisting in QVP Materials from time to time during the Term.

QVP Manager: is defined in clause 4.2(a)(i).

QVP Materials: QVP Inputs and all other data, information, documents, materials, content and Intellectual Property Rights provided or made available to Boop, Boop Affiliates, Boop Representatives and/or any other Boop Users by or on behalf of QVP.

QVP Representative: a Representative of QVP or its Affiliate.

QVP Representative Terms: is defined in clause 1.4.

Representative: an employee, contractor, officer or other representative of a corporate or unincorporated body.

Representative Account: is defined in clause 4.1(d)(iii).

Representative Account Data: all data, information, documents, material and content included in a Representative Account from time to time during the Term.

Term: the period commencing on the Effective Date and ending on the Termination Date.

Termination Date: the date on which termination of this agreement under clause 5.2(a)(ii)(B), clause 15.2 or clause 15.3 takes effect.

Termination Notice: is defined in clause 15.3.

UK: the United Kingdom of Great Britain and Northern Ireland.

UK GDPR: has the meaning given in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

Unique Login Details: is defined in clause 4.2(b)(ii)(E).

User Data: the name, address, phone number and email address of a Qualifying Client.

Vet Site: is defined in clause 1.3.

Viruses: viruses, worms, trojan horses and other similar things or devices.

Vulnerabilities: weaknesses in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability.

RULES OF INTERPRETATION

1.     Clause and Schedule headings shall not affect the interpretation of this agreement.

2.     A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

3.     A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

4.     Unless the context otherwise requires: (a) words in the singular shall include the plural and in the plural shall include the singular; and (b) a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.

5.     References to clauses and the Schedule are to the clauses and the Schedule of this agreement. The Schedule forms part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedule.

6.     Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

7.     A reference to “writing” or “written” includes email but not fax.

8.     Any obligation on a party not to do something includes an obligation not to allow that thing to be done.