Veterinary Poisons Information Service (VPIS) terms and conditions of business

1. Introduction
1.1 These Conditions apply to:

(a) the use and access by you of this Website;
(b) your application to subscribe to VPIS Membership;
(c) your continued subscription to VPIS Membership; and
(d) the provision of the VPIS Service.

2. Definitions
2.1 In these Conditions, the following words shall have the following meanings:

(a) “Authorised Representatives” means those individuals authorised to purchase a Subscription Package (i.e. an Annual Contract or Credits) in the name and on behalf of a VPIS Member;
(b) “Case” means an enquiry (or series of related enquires) from you in relation to a single incident of poisoning (or suspected poisoning) in one or more animals, as so described on the Website;
(c) ” Credit” means a unit of credit on account to be exchanged for the provision of animal poisons advice, during office hours (08:00 hrs – 20:00 hrs, Monday to Friday excluding English Bank Holidays) at a rate of 1 credit per case, and outside of office hours at the rate of 1.5 or 2 credits per case. The cost of credits is as specified on the Website and as current from time to time or, as the context may require, the prepayment of such cost required to be made under these Conditions;
(d) “Conditions” means these terms and conditions;
(e) “Cookies” means small text files which our Website places on your computer’s hard drive to store information about your use of our Website and to identify your computer;
(f) “Personal Information” means the details provided by you to us upon your application to subscribe to VPIS Membership;
(g) “Subscription/ Subscription Package” means the purchase of an Annual Contract or a given number of credits by you; both subscription packages have a fixed validity period, as specified on the Website;
(h) “United Kingdom” means England, Wales, Scotland, Northern Ireland and the Channel Islands;
(i) “Users” means the users of the Website collectively;
(j) “VPIS Member” means a registered veterinary practice or other entity that holds a valid Subscription Package, defined as either as a current and appropriate Annual Contract or a minimum of 1 Credit on account.

(k) “VPIS Service” means the information service which we provide, comprising 24-hour telephone advice for veterinary professionals on the diagnosis and management of poisoned animals, or prospective animal poisons, on a case by case basis;
(l) “We/us” means ESMS Global Limited, trading as the ‘Veterinary Poisons Information Service’ or ‘VPIS’;
(m) “Website” means the website located at www.vpisglobal.com  or any subsequent URL which may replace it; and
(n) “You” means a user of this Website and or a VPIS Member.

3. Applicability
3.1 You are provided with access to this Website in accordance with these Conditions. Following any application by you to subscribe to VPIS Membership, your subscription as a VPIS Member and the provision of the VPIS Service shall be strictly in accordance with these Conditions.
3.2 If you do not agree to be bound by these Conditions:

(a) you may not use or access this Website;
(b) you may not apply to us to subscribe to a VPIS Membership;
(c) your existing membership and subscription shall cease; and
(d) you shall not be entitled to receive the VPIS Service.

3.3 If you have any questions relating to these Conditions before you apply to us to subscribe to VPIS Membership, please contact us online at admin@vpisglobal.com, or call us on +44 (0)20 7305 5055.

4. Pre-condition of applying for subscription to VPIS Membership
4.1 You warrant that:

(a) you are a veterinary practice or a duly qualified veterinary professional;
(b) the Personal Information which you are required to provide to us upon applying to subscribe for VPIS Membership is true, accurate, current and complete in all respects; and
(c) you will notify us immediately of any changes to the Personal Information, including changes to your Authorised Representatives, by contacting us online at admin@vpisglobal.com , or by calling us on +44 (0)20 7305 5055.

4.2 You agree not to impersonate any other person or entity, or to use a false name or a name that you are not authorised to use as part of the application process to subscribe as a VPIS Member or at any time thereafter once you are registered as a VPIS Member.

5. Personal Information and privacy
5.1 We will treat all your Personal Information as confidential, subject to reserving the right to disclose your Personal Information in the circumstances set out in Conditions 5.7 and 5.8, and we will comply with all applicable UK Data Protection legislation from time to time in place.
5.2 When you apply us to subscribe as a VPIS Member, we will first ask you to provide us with certain Personal Information, such as your name, e-mail address, business address, billing address (if different from the business address), telephone number, credit card or other payment information, a user name and a password. We may also collect information about where you are on the internet (such as your URL, IP address, your browser type, the country and telephone area code where your computer is located, the pages of our website that were viewed during your visit and any search terms that you entered on our website (“User Information”). We may collect this information even if you do not apply to us to subscribe as a VPIS Member.
5.3 You accept that this Website is monitored and may capture information about your visit that will help us improve the quality of our service.
5.4 We use the Personal Information which you provide to us, and any User Information from which we can identify you, for the following purposes:

(a) to process your application to subscribe as a VPIS Member;
(b) to maintain and renew your VPIS Membership; and
(c) to administer and improve both this Website and the VPIS Service.

5.5 You agree that you do not object to us contacting you for any of the purposes specified in Condition 5.4 whether by telephone, e-mail or in writing and you confirm that you do not and will not consider any of the above as being a breach of any of your rights under the EU General Data Protection Regulation (GDPR)Without limitation to the generality of the foregoing, in furtherance of improving the VPIS Service as referenced in Condition 5.4(c), we routinely send out follow-up questionnaires following a Case in order to complete the outcome of the Case. This is vital in helping us to develop and improve our clinical guidelines for the management of poisoned animals. Further details in relation to follow-up questionnaires are to be found in the ‘FAQ’ page of the Website.
5.6 When you apply to subscribe as a VPIS Member online, you will be given the option to receive information from us by post, e-mail or telephone, about products, promotions or special offers which we feel may be of interest to you. In the event that you do not wish to be contacted for such purposes, ensure that you tick the appropriate box as you go through the registration process. You may unsubscribe from our contact list at any time by replying to a promotional e-mail with the word “unsubscribe” in the subject line, by e-mailing us at admin@vpisglobal.com, or telephoning us on +44 (0)20 7305 5055.
5.7 Your Personal Information may be disclosed to reputable third parties who will help process:

(a) your application for subscription to VPIS Membership (including, in particular, the processing of payment by you for Subscription; and
(b) any future purchases by you of a Subscription Package or Credits and we require all such third parties to treat your Personal Information as confidential.

5.8 We use Cookies to enhance your user experience. If you do not accept Cookies you may be unable to use this Website.
5.9 If we are requested by the police or any other regulatory or government authority investigating suspected illegal activities to provide your Personal Information and /or User Information, we are entitled do so.
5.10 Save as otherwise provided by these Conditions, online information relating to your VPIS Membership and Cases is only accessible through use of your VPIS membership number, username and password. It is your responsibility to ensure that your user name and password is not used by unauthorised third parties.
5.11 Without prejudice to the provisions of Condition 5.11. we reserve the right, in our absolute discretion, to refuse to provide the VPIS Service if, for whatever reason, we believe the person instructing us to proceed (whether in relation to any given Case, purchase of Credits or otherwise), is not duly authorised by you until such time as you confirm that such person is one of your Authorised Representatives. Should you so require, we are able to offer additional caller identification security checks. Please email admin@vpisglobal.com for further details.
5.12 We will take all reasonable care to keep your Personal Information secure but, in the absence of fraud or gross negligence on our part, we cannot be held liable for any loss you may suffer if a third party procures unauthorised access to any of your Personal Information or VPIS Member account, or otherwise instructs us to proceed in your name, whether in relation to any given Case, the purchase or utilisation of Credits or otherwise in relation to the VPIS Service.

6. Application to subscribe to VPIS Membership
6.1 To become a VPIS Member you must be a veterinary practice or a duly qualified veterinary professional. We do not accept applications to subscribe as a VPIS Member from members of the public.
6.2 Your application for VPIS Membership shall include the opportunity for you to identify and register online, all of your Authorised Representatives.
6.2 VPIS membership is included with the purchase of your first Subscription Package. Registration can be completed online, by telephone or by post in accordance with Conditions 6.3 and 6.4.
6.3 The steps required to be undertaken for you to apply online to subscribe as a VPIS Member are as follows:

(a) you will be guided through the process of applying to subscribe as a VPIS Member by a series of simple instructions on the Website, which will include the requirement that you purchase a Subscription Package. The payment options available for the purchase of Subscription Packages online are set out in Condition 10;
(b) you conclude your application to subscribe as a VPIS Member by clicking “Confirm” at the end of the VPIS Member application process; and
(c) we will send to you notification by email which will detail whether or not your purchase of a Subscription Package was successful, and your online application to subscribe as a VPIS Member shall be deemed to have been accepted with effect from the date of that notification.

6.4 You may apply by telephone or by post to subscribe as a VPIS Member. To apply by telephone, please call +44(0)20 7305 5055 and we shall be pleased to guide you through the application process. Alternatively, email admin@vpisglobal.com or write to VPIS, 2^nd Floor, Apex Yard, 29 Long Lane, London SE1 4PL. The payment options available for the purchase of Subscription Packages by telephone, email and post are set out in Condition 10.
6.5 You acknowledge that there is no Subscription Package that results in a purchase of just one Credit. Thus a minimum purchase of two Credits is required in order for your application to subscribe as a VPIS Member to be successful.
6.6 You will be able to download your VPIS certificate once your application to subscribe as a VPIS Member is accepted. Alternatively, printed certificates are available on request; please email us at admin@vpisglobal.com  for further details. If you have not previously been provided with a VPIS practice code, you will also be provided with a VPIS practice code in addition to your user name and password. If you have previously been provided with a VPIS practice code, that VPIS practice code will continue to apply. You must not disclose your VPIS practice code, user name or password to any unauthorised third party. Subject to any right of early termination applying, your subscription as a VPIS Member shall last for as long as you have at least one unexpired Credit in your account, or a current subscription package in place. Thereafter it will either lapse in accordance with these Conditions.
6.7 If your application to subscribe as a VPIS Member is not accepted, such non-acceptance may be a result of our inability to obtain authorisation for your Subscription Package payment. However, we reserve the right to reject any application to become a VPIS Member for whatever reason.

7. Renewal of VPIS Membership
7.1 Unless you notify us to the contrary in accordance with these Conditions, if your VPIS Member account is in credit with one or more Credits, and or you have a current subscription package you are a VPIS Member.
7.2 If your VPIS Member account has zero Credits, your registration as a VPIS Member shall automatically lapse.
7.3 Prior to the expiry of your then current registration as a VPIS Member, we may send you a reminder as to the number of Credits credited to your VPIS Member account. However, if you wish your registration as a VPIS Member to be renewed automatically, it is your responsibility to ensure that your VPIS Member account is credited with one or more Credits at all times.
7.4 If your current VPIS Membership lapses, you are free to make a subsequent application to subscribe as a VPIS Member, but you will have to purchase at least two Credits.

8. Cessation of VPIS Membership 
8.1 Your VPIS Membership shall automatically lapse in the circumstances envisaged by Condition 7.2 above.
8.2 You may terminate your VPIS Membership without cause at any time by giving no less than fourteen days written notice to us, and any such termination shall take effect on such date as may be specified in the written notice or, in the absence of any specified date, fourteen days after receipt of such notice. We reserve the right not to make a refund for any unused credits on your VPIS account.
8.3 We may, without prejudice to any other rights, terminate your VPIS Membership by giving written notice to you if:

(a) you become unable to pay your debts (within the meaning of section 123(1)(e) or section 123(2) of the Insolvency Act 1986), admit your inability to pay your debts or become insolvent; or
(b) a petition is presented, an order made or a resolution passed for the liquidation (otherwise than for the purposes of a solvent amalgamation or reconstruction), administration, bankruptcy or dissolution of your practice; or
(c) an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer is appointed to the Customer and/or over all or any part of your assets or your practice; or
(d) you enter into or propose any composition or arrangement with your creditors (or any class of your creditors) generally; or
(e) anything equivalent to any of the events or circumstances stated in (i) to (iv) inclusive occurs in any applicable jurisdiction; or
(f) you commit a material breach of these Conditions and (in the case of a remediable breach) you fail to remedy the breach within thirty days of receipt of our written notice to do so; and
any such termination shall take effect either immediately or at such other date as may be specified in our written notice.

8.4 Save and unless we agree in writing to the contrary, you shall not be entitled to any credit for any Credits standing to your VPIS Member account upon the cessation of your VPIS Membership.
8.5 Refunds of Credits will made at the sole discretion of ESMS Global Limited.

9. Subscription Packages and Credits
9.1 The cost of Subscription Packages is as specified on the Website from time to time.
9.2 VAT is charged at the prevailing rate as current from time to time on all Subscription Packages unless your practice operates outside of the European Union.
9.3 Additional Credits may be purchased at any time once your application to be registered as a VPIS Member is accepted. Additional Credits may be purchased in like manner to Subscription Packages purchased pursuant to Condition 6.2 and or Condition 6.3.
9.4 Credits (whether purchased as part of a Subscription Package or otherwise) are valid for a period of one year from the date of purchase.
9.5 For the avoidance of doubt:

(a) it is at our sole discretion to determine whether to treat more than one enquiry from you as being in relation to the same Case and, should we exercise such discretion, such enquiries shall only constitute the use by you of one Credit; and
(b) you accept that any enquiry (or prospective enquiry) from you in relation to a Case, where there has not in fact been an incident of poisoning, shall nonetheless constitute one Case where the member has a current subscription.

10. Payment Options
10.1 We offer various ways for you to pay for Subscriptions Packages and Credits pursuant to Conditions 6.3, 6.4 and 9.3.
10.2 The payment options available to you are set out below:

(a) Online using debit or credit cards – We accept most major Credit and Debit cards except American Express. If you are paying for your Subscription Package or Credits using a credit or debit card you will be asked to enter your card details as part of the payment process. You will find further instructions on the Website.
(b) By telephone using debit or credit cards – Please call us on 44 (0)20 7188 0600 with your credit or debit card details and we will either process your payment over the phone at the time or call you back at a mutually convenient time.
(c) Cheque – To be paid to ESMS Global Limited. Upon receipt and successful clearance of your cheque, we shall credit your account. Please ensure that you write your practice details, name and VPIS membership number on the back of your cheque.

(d) BACS – You may pay us by BACS.  If you/your practice requires an invoice to make a BACS payment please email admin@vpisglobal.com to arrange this. The invoice will contain the appropriate Bank details.

(e) PayPal – we also accept PayPal payments

10.3 Our online payment system is operated by RBS WorldPay.

11. Contacting us
11.1 If you have any enquiry regarding the subject matter of these Conditions, please note that the Website has a list of ‘Frequently Asked Questions’ or ‘FAQs’ which may address your enquiry.
11.2 We can also answer your enquiries by e-mail, telephone or letter. If you wish to contact us in any such manner, please send you email to admin@vpisglobal.com, call us on 44 (0)20 7305 5055 or write to us at the following address:

Veterinary Poisons Information Service
2nd Floor,

Apex Yard
29 Long Lane
London

SE1 4PL

11.3 We are unable to promise to reply to your enquiry within a given time frame, but we will endeavour to reply as promptly as possible.

12. Limitation of liability
12.1 The express provisions of these Conditions are in place of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, (including but not limited to implied undertakings of satisfactory quality, conformity with description and reasonable fitness for purpose) all of which are hereby excluded to the maximum extent permitted by law.
12.2 Without prejudice to the generality of Condition 12.1, we make no warranty:

(a) that the Website will meet your requirements or will be uninterrupted, timely or error-free, that defects will be corrected, or that the site or the server that makes it available are free of viruses or bugs or represents the full functionality, accuracy, reliability of the Website. We will not be responsible or liable to you for any loss of content or material uploaded or transmitted through the Website;
(b) as to the accuracy of any information we place on the Website; and or
(c) in relation to the Website, or any transaction that may be conducted on or through the Website; and to the fullest extent permissible under applicable law, we disclaim any and all warranties of any kind, whether express or implied, in relation to the VPIS Service.

12.3 We will not be liable, in contract, tort (other than fraudulent or negligent misrepresentations on our part) or otherwise out of or in connection with these Conditions for:

(a) any economic losses (including without limitation loss of revenues, profits, contracts, business or anticipated savings); or
(b) any loss of goodwill or reputation; or
(c) any special or indirect losses; suffered or incurred by you, or any third party arising out of or in connection with the provision by us of the VPIS Service.

12.4 We are entitled to treat the persons notified by you to us as your Authorised Representatives as being authorised to take any steps on your behalf in relation to the VPIS Service, including the purchase or utilisation of any Credit and any Subscription Package. If any person notified to us by you as an Authorised Representative ceases to be authorised to perform such role on your behalf for any reason (including moving jobs), you must notify us in writing that we are no longer permitted to treat such person as an Authorised Representative. We shall not be liable for any losses incurred by you as a result of any person notified to us as an Authorised Representative purporting to act on your behalf without authority unless and until we are notified in writing that such person is no longer an Authorised Representative.
12.5 Nothing in these Conditions shall exclude or limit the liability of you or us:

(a) for death or personal injury resulting from respectively your or our negligence or that of our respective servants, agents or employees; and or
(b) arising out of fraudulent misrepresentation by us or fraudulent concealment by us.

12.6 Subject to Conditions 11.3 and 11.4, under no circumstances shall our total aggregate liability to you, howsoever arising, under or in relation to any matter governed by these Conditions, exceed a sum equal to the value of Credits purchased by you in the twelve month period expiring on the date on which such liability arose.

13. Indemnity
13.1 You agree fully to indemnify and hold us harmless from and against all claims, liability, damages, losses, costs and expenses, including reasonable legal fees, arising out of:

(a) any breach of these Conditions by you;
(b) any other liabilities arising out of your use of this Website or the use by any other person accessing the Website using your user name, password and or membership number and/or your Personal Information; and or
(c) any claim from any of your customers in relation to the service that you provide to your customers.

14. The Website
14.1 We reserve the right to modify or withdraw, temporarily or permanently, the Website (or any part thereof) with or without notice to you.
14.2 The Website may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes and regulations regarding the Website and any transactions conducted on or through the Website.
14.3 To provide increased value to you, we may provide links on the Website to other websites or resources for you to access at your sole discretion. You acknowledge and agree that, as you have chosen to enter the linked website we are not responsible for the availability of such external sites or resources, and do not review or endorse and are not responsible or liable, directly or indirectly, for:

(a) the privacy practices of such websites;
(b) the content of such websites, including (without limitation) any advertising, content, products, goods or other materials or services on or available from such websites or resources or
(c) the use to which others make of these websites or resources, nor for any damage, loss or offence caused or alleged to be caused by, or in connection with, the use of or reliance on any such advertising, content, products, goods or other materials or services available on such external websites or resources.

15. General
15.1 You acknowledge and agree that all copyright, trademarks and all other intellectual property rights in all material or content supplied as part of the Website, your VPIS Membership or the VPIS Service shall remain at all times vested in us or our licensors. You are permitted to use this material and or content only as expressly authorised by us or our licensors. You agree not to copy, reproduce, transmit, publish, display, distribute, commercially exploit or create derivative works of any such material and or content.
15.2 If any provision, or part of a provision, of these Conditions, is found by any court or authority of competent jurisdiction to be illegal, invalid or unenforceable, that provision or part-provision shall be deemed not to form part of these Conditions, and the legality, validity or enforceability of the remainder of these Conditions shall not be affected, unless otherwise required by operation of applicable law.
15.3 No proposed variation of these Conditions by you shall be effective unless made in writing and signed by duly authorised representative of us. We reserve the right to vary these Conditions from time to time, and your continued use of the Website (or any part thereof) following such change shall be deemed to be your acceptance of such change. It is your responsibility to check regularly to determine whether the Conditions have been changed. If you do not agree to any change to the Conditions then you must immediately stop using the Website.
15.4 The rights, powers and remedies provided in these Conditions are (except as expressly provided) cumulative and not exclusive of any rights, powers and remedies provided by law, or otherwise.
15.5 Nothing in these Conditions shall (except as expressly provided) be deemed to constitute a partnership, or create a relationship of principal and agent for any purpose between the parties.
15.6 These Conditions, and registration as a VPIS Member, is personal to you. You may not assign, transfer, sub-licence, declare a trust of, mortgage, charge or deal in any other manner with your VPIS Membership, or with any of its rights or obligations under it, without our prior written consent.
15.7 No third party may enforce any of the provisions of these Conditions under the Contracts (Rights of Third Parties) Act 1999.
15.8 The failure to exercise, or delay in exercising, a right, power or remedy provided by these Conditions or by law shall not constitute a waiver of that right, power or remedy. If a party waives a breach of any provision of these Conditions, any such waiver shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.

16. Entire Agreement 
16.1 These Conditions constitute the entire agreement between us and you in relation to

(a) the use and access by you of this Website;
(b) your application to become registered as a VPIS Member;
(c) your continued registration as a VPIS Member; and
(d) the provision of the VPIS Service and these Conditions replace and extinguish all prior agreements, draft agreements, arrangements, undertakings, or collateral contracts of any nature made by the parties, whether oral or written, in relation to the above.

16.2 You acknowledge you have not relied upon any oral or written statements, collateral or other warranties, assurances, undertakings or representations in relation to the subject-matter of these Conditions, other than those which are set out expressly in these Conditions and you hereby waives all rights and remedies which might otherwise be available to you but for this Condition 15.2.

17. Governing law and jurisdiction 
17.1 These Conditions are be governed by and construed in accordance with the laws of England and you irrevocably submit to the exclusive jurisdiction of the courts of England.