Terms and Conditions of Business for the USA Customers
The iRecall® reminder & compliance service is owned and operated by Virtual Recall, Inc.
By using the iRecall® service, or any of our other services, you agree to be bound by Virtual Recall Inc’s Terms & Conditions set out below.
In the following Terms & Conditions, the words ‘iRecall®, ‘Virtual Recall’, ‘we’, and ‘our’, refer to Virtual Recall Inc and our successors, transferees or assigns and the words ‘customer’, ‘you’ and ‘your’ refer to customers to whom we supply goods and/or services.
iRecall® is a compliance based reminder service for veterinary practices to automatically remind their clients when to use veterinary treatments previously prescribed or to return to practice for repeat services, including medications, vaccinations, diet, insurance, nutrition and health clinics. Client engagement messages such as surveys and welcome packs may also be sent. You agree that you will only use the service to message clients where you have permission to do so and only include products that the veterinary practice has prescribed or is prepared to prescribe again to their client.
Contract Period and Cancellation
Our standard contract with our customers will be for a minimum subsequent term of 12 months. If you choose to cancel the contract within the first year of service you will pay a $50-per-month server fee for each remaining month of the initial 12-month term. Where the software is provided as a 4-month promotion, supported by Boehringer Ingleheim Vetmedica Inc (BIVI), there is no cancellation permitted within this promotional period. As a member of the promotion, you will benefit from a further 8 months of software at the promotion rates, and no cancellation fee will be incurred. Thereafter our standard contract will apply.
In accordance with the preceding paragraph, either you or Virtual Recall may cancel this contract by giving no less than 30 days’ prior written notice to the other party.
Virtual Recall’s standard charges include i) a monthly licence and support cost per server, ii) a monthly licence and support cost per additional branch site and iii) a monthly fee per veterinary surgeon (Full time equivalent) so long as our contract remains in force. Attempts to use each iRecall® module for inappropriate reminders will incur additional charges. Messages are restricted to 160 characters, including spaces. Longer messages may be subject to additional charges. A fair usage policy applies, and if monthly send limits are excessive then additional charges may be incurred. Wherever possible, notification will be given in advance.
SMS messages are charged based on length: Up to 160 characters = 1 message, up to 306 characters = 2 message, up to 459 characters = 3 message, up to 621 characters = 4 message. Character counts include spaces. Each message will be charged at a rate of $0.02 per message.
Our charges (and any increase in charges) will be notified to you in advance. Unless otherwise stated, Sales tax will be charged in addition.
Payment & Invoicing
An invoice for all Virtual Recall services (including license, installation, support, service costs and message costs) will be issued to you monthly and will be due for payment within 30 days of our invoice. It is your responsibility to ensure we receive payment of the invoiced value by the due date. Virtual Recall reserves the right to suspend and/or terminate your contract if payment is not received every month by the due date.
If at any time and for any reason other than our default or failure to comply with our obligations to you it is necessary to re-install all or any material part of our system as supplied to you, you may be required pay an additional non-refundable re-installation fee. The costs for reinstallation are detailed as follows (subject to VAT):
- Reinstallation of software, including downloading software, installing service and reinstating previous settings due to change of hardware $107
- Complete iRecall installation where all settings must be configured, onto the same practice management system $215
- Transition of iRecall to new practice management system $107
- General technical support caused by third party issues unrelated to iRecall, including but not limited to: Antivirus software issues, viruses, ISP / Router issues. $107ph
In exceptional or unforeseen circumstances we may suspend and / or disconnect your services at our discretion. We will normally inform you before we suspend or terminate your access to the service.
Any accounts which have not been used for 6 months or more, may be suspended by Virtual Recall. We will normally inform you before we suspend or terminate your access to the service. An activation fee may be charged to reinstate the account.
If you do not pay any amount due to us in full and on time, interest will be payable at a rate of 1.5% per month or the maximum rate permitted by Pennsylvania law.
Privacy and Data Protection
Virtual Recall acknowledges and agrees that you own all intellectual property rights regarding your client data. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property ownership or right to use of all your client data and Virtual Recall shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of your client data.
Virtual Recall is a data processor and does not pass to third parties any personal data relating to you or your clients. We will store data to enable us to generate the message and provide message log files which we make available for your use through a secure web based portal and email log files. This may include client surname, phone number, email address and postal address plus the content of the SMS, email or postal item as agreed with you. We will have the right to store and analyse non-personally identifiable data or information, including send volumes, frequencies, bounce rates and device information. You also acknowledge that SMS, email and post are insecure message mediums and therefore security of information sent via these routes can not be guaranteed. Virtual Recall can not be held responsible for interruption or interception of these communications.
You, as the data controller, shall comply with the Data Protection Act 1998 and any additional applicable laws or regulations relating to direct marketing. You shall indemnify us for all costs and losses that we incur as a direct or indirect consequence of your breach of any applicable data protection, direct marketing or other legislation in connection with your use of Virtual Recall services.
Virtual Recall shall act lawfully, fairly and transparently in our use of personal data and how we deal with the people to whom the data relates.
Virtual Recall retains all intellectual property rights in its proprietary materials including, but not limited to, all source code, software, documentation, data and all other works and materials, of whatever nature.
You shall not in any manner damage or impair any of our intellectual property rights, and shall use your best efforts to protect our intellectual property rights from infringement and bring any suspected infringement to our attention as soon as you become aware of it.
The only right granted to you over our intellectual property rights is to use them as our licensee for so long as we provide services to you. You must not in any circumstances and at any time use, disclose, copy, divulge, transmit, disassemble, “reverse engineer” or otherwise interfere with any of our intellectual property rights, or any item containing, incorporating or using any of them.
Virtual Recall reserves the right to amend these Terms & Conditions at any time. Any amendment of these Terms & Conditions will be deemed to be effective from the date and time of posting on the Virtual Recall website and binding on you with effect from posting on the website. They will supersede any other terms and conditions in whatever form given.
Each party recognizes that in the course of our dealings we may receive confidential information of the other party. Each party agrees not at any time to divulge confidential information belonging to the other to any third party, except where legally necessary, and agrees not to use confidential information for any purpose other than that for which it was supplied under these Terms & Conditions.
Important Limitations on Liability
Because of the nature of our system and business model, we cannot accept unlimited or excessive liabilities to our customers. In particular (and whilst we do not seek to limit or exclude liability for death or personal injury caused by our negligence or wilful or reckless default):
- We do not accept any liability for claims arising from any failure on your part to use and/or operate our system for its intended purpose and/or in accordance with these Terms & Conditions or any user instructions.
- We do not accept any liability for loss of or reduction in profits, income, turnover or expectation, any loss of or damage to goodwill or other economic losses.
- We do not accept any liability for any failure of your computer hardware, other software or loss of database content and will not provide systems or other support relating to other software. Our software is not capable of amending database content.
- We do not accept liability for any system, software, hardware or programme failures or any delay in performance or failure to perform which are outside our control.
- Our maximum liability to you for any and all claims will be limited to and will not exceed the sums paid to us by you in the 12 months preceding the date on which you notify us of any claim.
- We shall not be liable to you by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement, for any indirect, special, punitive or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of us, our servants, agents or otherwise) which arise out of or in connection with the provision of the products or services or their use by you.
In the event that our system is unavailable as a result of our omission or fault, we will provide a credit against any charges assessed to you for the applicable period in complete days that our system remained unavailable.
We make no other warranties with respect to the products or any services and disclaim all other warranties express or implied including without limitation, the implied warranties of merchantability and fitness for a particular purpose.
These Terms & Conditions constitute the entire agreement in respect of the use of all goods and services supplied by Virtual Recall. If any of these Terms & Conditions is found to be invalid this shall not affect the validity of the remaining provisions which shall remain fully enforceable. No waiver by us of any term shall be deemed to be continuing or shall be deemed to be a waiver of any other term.
Any different or additional terms or conditions in any purchase order or other documentation are hereby objected to and shall be null and void, unless the different or additional term or condition is expressly acknowledged and accepted in writing by us. Our acceptance of an order or delivery of any products or services does not imply acceptance of different or additional terms or conditions that are not expressly acknowledged and accepted in writing by us.
We will endeavour to have our services available to you every day, with the exception of any pre-announced shutdowns for maintenance purposes. However the services are provided on an ‘as is’ and ‘as available’ basis without any representation or warranty of any kind. Our services are dependent on a number of third party providers, including but not limited to your Practice Management System, your internet provider, your power supplier and a text message provider, and the services may be subject to occasional delays, interruptions or other problems dependent on these third party providers. Whilst we will monitor the operation of our system and inform you of any failure or interruption as soon as reasonably possible, it is your responsibility to ensure that the system is operating properly at all times.
The contract established between us under or by virtue of these Terms & Conditions (including any licence or other right to use our intellectual property rights) is personal to you and you may not assign, sub-licence or otherwise transfer any of your rights or obligations to any other person without our prior written consent and nobody apart from you has any rights under, or can enforce any of the terms of, the contract against us.
Terms which are stated or intended to survive any cancellation or termination of our contract with you (in particular under the above Intellectual Property and Confidentiality headings) will remain in force after and despite any cancellation or termination.
We accept no liability for any delays or failures which are caused by events or things which we cannot control, such as Acts of God, war, terrorism, strikes, lockouts, the suspension or termination of any communication or delivery system or any other event or occurrence which would generally be understood to be an event of ‘force majeure’.
Applicable Law and Jurisdiction
These Terms & Conditions shall be governed by, construed and enforced in accordance with the laws of the State of Delaware and will be subject to the exclusive jurisdiction of the federal and state courts located in Delaware.