Terms and Conditions
Welcome to OVForm!
We have developed and own the Software that completes forms for Clients. Clients enter into a contract directly with End Users who purchase the completed forms following the confirmation that the contents of the form are correct. The correctness of the contents on the form is certified by the addition of the Official Veterinarian’s stamp and signature to the form. The validity of the completed form is therefore the responsibility of the Official Veterinarian who stamps and signs it.
We have agreed to grant you the right to market and sell the Services subject to, and in accordance with, the terms and conditions as set out in this Agreement.
It is agreed as follows:
Definitions and Interpretation
- “Client” means any client of ours using the Software
- “End User” means the customer purchasing the Software directly from you, who you will be required to ensure agrees to the End User terms as specified.
- “Content” means any and all text, images, audio, video, scripts, code, and any other form of information capable of being stored on a computer that appears on, or forms part of, our Website;
- “Services” means the file filling service to be provided by us to you;
- “Orders” means the purchase of completed forms;
- “We/Us/Our” means Hamerkop Ltd trading as OVForm, a company registered in England and Wales under number 8643569, whose registered office address is 155 Newton Drive, Blackpool, FY3 8LZ, United Kingdom; and
- “Website” means www.ovform.com
Unless the context otherwise requires, each reference in this Agreement to:
- “writing” and “written” includes emails and communications by similar means;
- a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
- “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;
- a Schedule is a schedule to this Agreement;
- a clause or paragraph is a reference to a clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule; and
- a "Party" or the "Parties" refer to the parties to this Agreement.
- The headings used in this Agreement are for convenience only and will have no effect on its interpretation.
- Words imparting the singular number include the plural and vice versa. References to persons include corporations.
Access to Our Website
- Access to our Website is free of charge. Access is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue our Website (or any part of it) at any time and without notice. We will not be liable to you in any way if our Website (or any part of it) is unavailable at any time or for any period.
- Content on the Website is provided solely for your information. The Content does not provide you with any advice or recommendation of any kind and must never be used as a substitute for, nor does it replace, professional medical advice, diagnosis, assistance or treatment. Do not disregard, avoid or delay obtaining medical advice from a qualified healthcare provider based on what you have read on the Website.
How the Contract is Formed Between You and Us
- In order to place Orders via the Website, you will be required to create an Account, which will contain certain personal details about you and your End Users. By continuing to use this Website, you represent and warrant that all information you submit is accurate and truthful, you have permission to submit End Users information, and you will keep your Account details accurate and up-to-date.
- You can place an order for Services at any time via our Website. Our Website will guide you through the ordering process. Before submitting your order, you will be given the opportunity to review and amend it. Please ensure that you have checked your order carefully before submitting it.
- Term This Agreement will commence on the date stated above and will continue until terminated in accordance with Clause 7.
- We will use reasonable endeavours to fulfil accepted Orders but we cannot be held liable in any way for any loss of trade, loss of profit or any other loss in the event of the Software being unavailable.
- You must ensure that each End User is made aware of and agrees to our Terms and Conditions, as may be amended from time to time, prior to using the Service.
- We may change, update, add to or modify the Software at any time and at our discretion. We will notify you of any such changes, as soon as reasonably possible.
- We shall keep you informed of all Software upgrades, enhancements, improvements and bug fixes and all such items will be automatically licensed to you pursuant to the terms of this Agreement.
You will be entitled to use the Software for any customer under the following conditions:
- You must not solicit, approach, entice or endeavour to entice away any Client that is already using the Software, or divert or attempt to divert custom from another Client, without our express permission;
- We will have the right to refuse, suspend or revoke the licence granted to any Client or end-user at any time and for any reason.
- The price payable for the use of the paid content is covered by purchasing credits and is as stated on our Website. Payment must be made before the content will become available to access. You will be asked to complete your details and make payment via the Website. Once payment is received, the paid content will become accessible to enter your customers details and download.
- All payments made via the Website will go through an online payment gateway provider, such as Stripe. No credit or debit card information is provided to us and completion of the transaction will be subject to you agreeing to Stripe’s terms and conditions. A separate contractual relationship is created between you and the payment gateway provider and we cannot be held liable for any errors, actions, omissions or incorrect charges that may be made by this third party.
- We may from time to time change our prices. Changes in price will not affect any Services that you have already purchased but will apply to any subsequent subscription renewals or new subscriptions.
- All prices include VAT, where applicable. If the rate of VAT changes between your order being placed and us taking payment, the amount of VAT payable will be automatically adjusted when taking payment.
You undertake and agree that you will:
- in all correspondence and other dealings relating directly or indirectly to the Software, clearly indicate that you are acting as a distributor and not as the owner, author or developer of the Software;
- not incur any liability on our behalf, pledge any credit or enter into any contract on our behalf;
- not alter, obscure, remove, conceal or otherwise interfere with any marking in or on the Software which refers to us as being the owner, author or developer of the Software;
- immediately bring to our attention any improper or wrongful use of our trademarks, emblems, designs, models, or other similar intellectual property rights which come to your notice and you will, in the performance of your duties under this Agreement, use every reasonable effort to safeguard our property rights and interests and take all steps we may reasonably require to defend such rights;
- promptly bring to our attention any information you receive which may be of interest, use or benefit to us in relation to the Software; and
- promptly notify us of any flaws, bugs or security issues relating to the Software, identified by you or any Client.
- You undertake and agree that you will:
Intellectual Property Rights
- You acknowledge that any and all of the copyrights, trademarks and other intellectual property rights used or embodied in or in connection with the Software, including all documentation and manuals relating to it, is and shall remain our property.
- You also acknowledge that you may only use such copyrights, trademarks, and other rights belonging to us with our consent and during term of this Agreement. Upon expiry or termination of this Agreement, you must immediately discontinue such use, without receipt of compensation for the discontinuation.
- You must not, during or after the expiry or termination of this Agreement, without our prior written consent, use or adopt any name, trade mark, trading style or commercial designation used by us in relation to the Software or otherwise, or which may be considered confusingly similar to any name, trade mark, trading style or commercial designation we use.
- We will have no liability in respect of any Intellectual Property Claim resulting from any modification of any part of the Software by any party other than us or an authorised agent of ours.
Viruses, Malware and Security
- We exercise all reasonable skill and care to ensure that our Website is secure and free from viruses and other malware.
- You are responsible for protecting your hardware, software, data and other material from viruses, malware and other internet security risks.
- You must not deliberately introduce viruses, malware or any other material which is malicious or technologically harmful either to or via our Website.
- You must not attempt to gain unauthorised access to any part of our Website, the server on which our Website is stored, or any other server, computer or database connected to our Website.
- By breaching the provisions of clauses 7.3 and 7.4, you may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities and we will cooperate fully with those authorities by disclosing your identity to them. Your right to use our Website will cease immediately in the event of such a breach.
Acceptable Usage Policy
You may only use our Website in a manner that is lawful. Specifically:
- you must ensure that you comply fully with any and all local, national or international laws and/or regulations;
- you must not use our Website in any way, or for any purpose, that is unlawful or fraudulent;
- you must not use our Website to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software or data of any kind; and
- you must not use our Website in any way, or for any purpose, that is intended to harm any person or persons in any way.
- We reserve the right to suspend or terminate your access to our Website if you materially breach the
provisions of this clause 10 or any
- suspend, whether temporarily or permanently, your right to access our Website;
- issue you with a written warning;
- take legal proceedings against you for reimbursement of any and all relevant costs incurred as a result of your breach;
- take further legal action against you as appropriate;
- disclose such information to law enforcement authorities as required or as we deem reasonably necessary; and/or
- any other actions which we deem reasonably appropriate (and lawful).
- You may only use our Website in a manner that is lawful. Specifically:
- Nothing on our Website constitutes advice on which you should rely. It is provided for general information purposes only.
- Nothing in these Terms and Conditions seeks to limit or exclude our liability for death or personal injury caused by our negligence (including that of our employees, agents or sub-contractors); or for fraud or fraudulent misrepresentation.
- All downloadable content we make available to you will be based on information provided to us at the time. We cannot be held liable for any delays, errors, discrepancies or any other adverse consequences where you have provided incorrect information or have failed to provide information necessary for the purposes of completing the forms.
- Insofar as is permitted by law, we make no representation, warranty or guarantee that our Website or downloadable paid content will meet your requirements, or that it will be secure.
- We will not be liable to you for any loss of profit, loss of business, interruption to business or for any loss of business opportunity.
- We make reasonable efforts to ensure that the Content on our Website and any PDFs generated is complete, accurate and up-to-date. We do not, however, make any representations, warranties or guarantees (whether express or implied) that this will be the case.
- We exercise all reasonable skill and care to ensure that our Website is free from viruses and other malware. We accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material or event that may adversely affect your hardware, software, data or other material that occurs as a result of your use of our Website (including the downloading of any Content from it) or any other Website referred to on our Website.
- Subject to this clause 11, our maximum liability under this Agreement or otherwise for any cause whatsoever will be limited to a sum equivalent to the price paid by you to us for the Software licence fee(s) during the 12 months preceding the date on which the alleged claim arose.
Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storm, earthquake, epidemic, act of terrorism, act of war, governmental action or any other event that is beyond the control of the Party in question. If such circumstances continue for a continuous period of more than 30 days, either Party may terminate this Agreement by giving written notice to the other Party.
- Both Parties agree to comply with all current data protection legislation in force from time to time including, but not limited to, the General Data Protection Act 2016, the Data Protection Act 2018 and any subsequent amendments to them.
- If you provide us with or allow us access to the personal data of any Client, end-user or other person, it is your responsibility to obtain the permission of such persons or lawful basis or processing to pass that data to us, as a third party.
- Both Parties agree to treat as confidential and keep secret all information marked “confidential” or which may reasonably be supposed to be confidential, including, but not limited to, information contained or embodied in the Software and other information supplied by you or us (in this Agreement collectively referred to as “Confidential Information”) with the same degree of care as each Party employs with regard to its own confidential information of a like nature and in any event in accordance with best current commercial security practices, provided that this clause shall not extend to any information which was rightfully in the possession of either Party prior to the commencement of the negotiations leading to this Agreement or which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause).
- We have imparted, and may from time to time impart, to you certain Confidential Information relating to the Software or the marketing or support of it. You agree that you will use such Confidential Information solely for the purposes of this Agreement and that you will not disclose, whether directly or indirectly, to any third party, such Confidential Information other than as required to carry out the purposes of this Agreement. In the event of such disclosure, you will obtain from such third parties duly binding agreements to maintain in confidence the Confidential Information to be disclosed, to at least the same extent as you are so bound under this Agreement.
- You further agree that upon the expiry or termination of this Agreement for any reason, you will not, directly or indirectly, sell, sub- license, market, distribute or otherwise use any such Confidential Information, or have any software developed based on any Confidential Information we supplied or made available to you.
- The foregoing obligations as to confidentiality shall remain in full force and effect notwithstanding the termination of this Agreement for any reason.
Relationship of the Parties:
It is agreed and understood that you are not an agent or representative of ours and you have no authority or power to bind or contract in our name or create any liability against us in any way or for any purpose. It is understood that you are an independent contractor with non-exclusive rights confirmed by this Agreement to use the Software on your own accord and responsibility.
All notices under this Agreement shall be in writing. Notices will be deemed to have been duly given: when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; when sent, if transmitted by email and a successful return receipt is generated; on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or on the tenth business day following mailing, if mailed by airmail, postage prepaid, in each case addressed to the most recent address or email address notified to the other Party.
Other Important Terms
- Both Parties irrevocably agree not to circumvent or attempt to circumvent the provisions of this Agreement, and affirm that in every case that they will act with the highest standards of ethics in their dealings with each other.
- We may transfer (assign) our obligations and rights under this Agreement to a third party (if for example, if we sell our business). If this occurs we will inform you in writing. Your rights under this Agreement will not be affected and our obligations under the Agreement will be transferred to the third party who will remain bound by them.
- You may not transfer (assign) your obligations and rights under this Agreement without our express written permission.
- Each party acknowledges that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement. This Agreement constitutes the entire agreement between you and us with respect to its subject matter and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between us relating to that subject matter.
- The Agreement is between you and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of the Agreement.
- In the event that one or more of the provisions of this Agreement are found to be unlawful, invalid or otherwise unenforceable, that/those provisions will be deemed severed from the remainder of the Agreement. The remainder of the Agreement will be valid and enforceable.
- No failure or delay by either party in exercising any of its rights under the Agreement will be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of the Agreement will be deemed to be a waiver of any subsequent breach of the same or any other provision.
Law and Jurisdiction
- This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
- Any dispute, controversy, proceedings, or claim between the Parties relating to this Agreement (including any non-contractual and obligations arising therefrom or associated therewith) shall fall within the exclusive jurisdiction of the courts of England and Wales.