Introduction

Welcome to Nemo! Nemo is an online marketplace that allows licensed veterinary professionals (“Vets”) to provide veterinary telemedicine consultations and prescriptions to owners (“Clients”) of pets and other animals (referred to as “Pets”). For the purposes of these Terms of Use, veterinary telemedicine refers to the delivery of veterinary information, guidance and/or advice online (whether through video, voice or text chat) where the Vet and the Pet are not in the same physical location.

These Terms of Use (“Terms”) are a binding contract between you, whether you are a Vet or a Client (“user”, “you” or “your”) and Hello Nemo Limited (“Nemo”, “we”, or “us” or “our”) regarding your use of any website, application or other platform on which these Terms are posted (each referred to as a “Site”) and the services provided on such Site by Nemo (collectively with the Site, the “Services”). Please read these Terms carefully before you use any of our Services, as they describe the basis on which we provide our Service to you and contain other important information, such as when we can terminate your access to the Services and about limitations of liability

THIS SERVICE IS NOT FOR EMERGENCIES AND DOES NOT REPLACE A PHYSICAL EXAMINATION OF YOUR PET BY A VET. IF YOUR PET HAS A MEDICAL EMERGENCY, OR IF AT ANY TIME YOU ARE CONCERNED ABOUT YOUR PET’S CARE OR TREATMENT, PLEASE GO TO THE NEAREST OPEN VETERINARY PRACTICE.

By using the Services, you signify your agreement to be bound by these Terms. If you do not agree to these Terms, you must not use any of the Services.

To use the Services, you must be aged 18 or over and have the capacity to form a legally binding contract with Nemo. If you are entering into these Terms on behalf of a company or other legal entity, you warrant and represent that you have the authority to bind such entity to these Terms, in which case the terms “user”, “you” or “your” shall include both you and the entity on whose behalf you are entering into these Terms. If you do not have such authority, you must not use the Services on behalf of such entity.

The Terms are divided into the following sections, which can be accessed by clicking on the hyperlinks below. Unless otherwise indicated, all sections of these Terms apply to all users.

Information About Us

We are Hello Nemo Limited trading as Nemo, with company number 14610774 You can contact us as set out below in under “Contact Us” Section.

Our Services

Nemo’ Services are limited to providing content on the Site and facilitating online appointments with and other access to veterinary professionals via the Site. When a Client books an appointment with a Vet using the Site, Nemo acts as an agent on behalf of the Vet to conclude the Client’s order for the Vet’s services.

Nemo’s Services do not include any veterinary services, telemedicine or pharmaceutical services; Nemis not responsible for any such or other services offered by Vets, other users of the Site or any other third parties. The Vets that Clients may access via the Site are not employees or agents of Nemo and Nemo does not have any control or oversight over the care or services provided by Vets or other third parties. Each Vet is solely responsible for any veterinary telemedicine services, prescriptions for any medication or other services provided to Pets and Clients, including for complying with any applicable laws, regulations, regulatory and other professional requirements, codes and guidance concerning such services. Any contractual or other relationship or duty as regards such services will be solely between the Vet and the Client. Nemo is not a pharmacy and do not supply any prescriptions or medicines. Where a Vet’s listing or any other information about the services provided by third parties is made available on the Site, they are provided for information only and must not be interpreted as approval by Nemo of those Vets or third parties or any services, advice or information you may obtain from them. Nem does not guarantee and will not be liable for any aspect of the services, advice or information provided or made available by Vets or other third parties via the Site, including the quality, safety or legality of the veterinary telemedicine or other services advertised, the truth or accuracy of the advertisements or veterinary listings (including their content or any reviews), the ability of Vets to provide veterinary telemedicine services, prescribe medications or the ability of Clients to contract with the Vets for such services. You may be required to enter into one or more separate contracts or terms before obtaining veterinary telemedicine services from their provider.

Your Account and Security

Before you can use certain features of the Site or certain Services, you must register an account (“Account”) with us and provide certain information (“Account Information”). We reserve the right not to accept you as a registered user of the Services for any reason.

You warrant and represent that any Account Information you provide is accurate and complete. You must keep your Account Information accurate and up to date at all times. You can update your Account Information by contacting us as set out below under “Contact Us” Section.

Upon registration, you will select a user ID and password, or other secure login details (“Login Details”). You are solely responsible for keeping your Login Details secure and for all activity on your Account, including any charges incurred. You must not share any of your Login Details with any other person, or allow anyone else to access them. Each users is permitted to have one Account per individual only.

You must immediately notify Nemo of any unauthorised use of your Login Details or your Account or any other breach of security and to select a new user ID and password if you believe your Account has been compromised. If we suspect any unauthorised access to your Account you agree to, upon our request, promptly change your Login Details and take any other related action as we may reasonably request.

Nemo will not be liable for, but you will be responsible for and will on our request refund us for, any loss or damage (including any transactions or charges incurred by you, us or other users), arising from: (a) your failure to comply with the above requirements; or (b) any unauthorised use of your Login Details or Account and transactions incurred on it (except if unauthorised person had access to your Login Details because Nemo did not keep your Login Details secure).

User Identity

You may be able to communicate directly with other users through the tools available on the Site, but this must not be interpreted as an assurance that the identity of such users has been verified. The verification of user identity on the Internet is difficult and Nemo does not guarantee, and does not assume any responsibility for, the confirmation of each user’s purported identity. You should take reasonable measures to assure yourself of the other person’s identity.

Client Fees

Upon booking a consultation appointment with a Vet via Site, the Client will incur the following fees, as effective at the time of making a booking:

• Vet’s Appointment Fee, as set by the Vet, for the services to be provided to the Client by the Vet during the consultation;
• Nemo’s Service Fee, in relation to the use of Nemo’s Services relating to the facilitation of an appointment between the Client and the Vet, including technical and customer support, platform utilization and maintenance.

Any consultation fees payable by the Client will be as set at the time of the Client’s booking via Site and provided to the Client before the booking is confirmed; if the Client does not agree with such fees, they must not confirm the booking. Any such fees are subject to change without prior notice.

Payment of the Vet’s Appointment Fee for the Vet’s services is made to Nemo acting as agent on behalf of the Vet only. Nemo is authorised by Vets to accept payment on their behalf and the payment of the Appointment Fee to us will fulfil the Client’s obligation to pay the fee to the Vet.

Cancellation and Refunds

By booking an appointment with a Vet via Site, the Client requests that each the Vet and Nemo provide their respective services at the time of the appointment, which may be before the expiry of the so-called “cooling-off period” (i.e. 14 days after the day the Client enters into contract for those services). The Client acknowledges and agrees that the Client will lose their right to cancel the appointment and refund of any associated fees, except as set out in the refund policy below.

Client consultation fees are non-refundable, except that the Client may cancel the appointment and request a refund of associated fees if one of the following circumstances apply (as confirmed by Nemo in our sole discretion):

• The Client cancels the consultation appointment before the scheduled appointment time;
• A consultation appointment calls ends in less than three minutes;
• The Vet does not attend a scheduled consultation appointment call; or
• The Vet is unable to assist the Client or Pet in any manner.

In any of the above circumstances, Client must contact us using the “Contact Us” form on the Site as soon as possible to submit a request for cancellation and/or refund. If Nemo determines that the refund request falls within any of the above categories, we will process the refund within three (3) business days. Nemo’s decision with respect to such refund shall be final and binding.

General Payment Terms and Overdue Amounts

All fees and any applicable taxes shall be paid by you to Nemo in a timely manner using a valid debit or credit card, or other payment method made available by Nemo from time to time.

The currency exchange rate, if applicable, and any transaction fee associated with the payment of fees by the Client are determined solely by the bank or other payment service provider processing the transaction. Where the payment is made by card, these fees may be applied by your card issuer as a charge to the cardholder’s account. This means the amount listed on your credit or debit card statement may be a different figure than the figure shown on the billing summary page for a consultation booked on the Site. If you have any questions about these fees or any exchange rate applied to your booking, please contact your bank.

If any amount owed by us to you is not paid when due (including, without limitation, if any of your payment method fails), then Nemo may, without prejudice to any other remedies available to Nemo:

• Collect the amounts owed using other collection mechanisms, including, but not limited to, charging other payment methods on file, refer overdue accounts to debt collection agencies or use any other legal means to recover the overdue amounts;
• Suspend or terminate your Account and/or your right to use any part of our Services or refuse to provide any part of our Services.

Intellectual Property

Nemo is the owner or the licensee of all intellectual property rights in the Site and the Services, and in the material published on it. Those works are protected, including by copyright laws and treaties around the world. All such rights are reserved. Nothing in these Terms confers upon you any ownership interest in any aspect of the Site or the Services or any intellectual property right associated with the Site.

“Nemo”, “https://hellonemo.co.uk”. The names and logos of other companies’ services are trademarks of their respective owners. Nothing in these Terms confers upon you any interest of any kind in these marks. Our trademarks and trade dress may not be used in any manner for any purpose without our express written consent.

Limited License to Use the Site

Provided that you comply with these Terms, we grant you a limited, non-exclusive, non-transferable, freely revocable license to use the Site and the Services. Nemo may terminate this license at our sole discretion, at any time for any reason or no reason. Any unauthorised use of the Services will violate these Terms and may violate applicable laws. Nemo reserves all of our rights in respect of such violations, including our rights to pursue any available legal or equitable remedy or recourse and seek recovery from you for the expense of so doing.

No Unlawful and Other Prohibited Use

You may only use the Services as permitted by the features of the Site and these Terms. You must also not encourage or instruct any other person or entity to do anything which would constitute a contravention of these Terms.

You may not use any part of our Services or any part of the Site:

• In any way that breaches any applicable local, national or international law or regulation, regulatory and other professional requirement, code or guidance;
• In any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;
• For any commercial or business purposes, other than by Vets in good standing, or by Vets under a valid licence to software offered on the Site;
• For the purpose of harming or attempting to harm minors in any way;
• To bully, insult, intimidate or humiliate any person;
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with our Content Requirements (see Sections 13 and 14 for further detail);
• To access, harvest, alter, use or share data, including without limitation personal information of other users, when you are not authorised to do so;
• Use data collected from the Services to contact individuals, companies, or other persons or entities, including without limitation for any direct marketing activity, except as permitted in these Terms;
• To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material, spam, junk mail, chain letters, pyramid schemes, or any other form of similar solicitation;
• To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
• To upload terrorist content.

You also agree:

• Not to reproduce, duplicate, copy, post, display, republish, distribute or re-sell any part of the Site or content other than as explicitly permitted in these Terms;
• Not to reproduce any portion of the Site on your website, app or other platform, using any device including, but not limited to, use of a frame or border environment around the Site, or other framing technique to enclose any portion or aspect of the Site, or mirror or replicate any portion of the Site without our express written permission.
• Not to use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated interface not authorised by us to access the Site, scrape content, extract data or otherwise interfere with or modify the rendering of Site pages or functionality;
• Decompile, reverse engineer, disassemble or unlawfully use or reproduce any of the software, copyrighted or trademarked material, trade secrets, or other proprietary information from the Services;
• Not to modify, translate into any language or computer language or create derivative works from, any content or any part of the Site;
• Not to modify, move, add to, delete or otherwise tamper with the information from the Services;
• Not to access without authority, interfere with, damage or disrupt: (i) any part of the Site; (ii) any equipment or network on which the Site is stored; (iii) any software used in the provision of Site; (iv) any other party’s use of the Services; (v) any equipment or network or software owned or used by any third party.

Your non-compliance with the above requirements may constitute an offence, including, without limitation, under the Computer Misuse Act 1990 and other breach of applicable legislation. We will investigate any such non-compliance and may report any such breach to the relevant law enforcement authorities or regulators and we will co-operate with those authorities by disclosing your identity to them. You acknowledge and agree that Nemo can take any technical, legal, and other actions that we deem, in our sole discretion, necessary and appropriate, without notice to you, in order to prevent or remediate any violations and to enforce these Terms.

You shall immediately notify us if you learn of any security breach or other illegal activity in connection with the Services by contacting us as set out under “Contact Us” Section.

Communications and Other Users’ Personal Information

Users can send messages to each other through the Site. Any such communications must comply with these Terms, including without limitation the Content Requirements Content Requirements (see Sections 13 and 14 for further detail). Nemo may monitor messages sent through the Site and between users for fraud, abuse, spam, and other violations of our policies.

You agree that, with respect to other users’ personal information that you obtain directly or indirectly from or through the Site or through any Site-related communication, transaction or software, you may only use such information only for: (a) Site-related communications that are not unsolicited commercial messages, (b) using services offered through the Site, and (c) inquiring about or otherwise facilitating a financial transaction between you and the other user related to the purpose of the Site (such as inquiring about or booking a veterinarian telemedicine consultation or related services). Any other purpose or use may require express permission from the user under applicable laws. You may not use or disclose any such information for any unlawful purpose or with any unlawful intent.

You warrant that you will comply, and ensure that all of your employees, agents and contractors comply, with all applicable data protection and privacy laws and regulations. This includes, without limitation, compliance with requirements as regards obtaining the other person’s consent to use their personal information or taking measures to ensure confidentiality, integrity and to prevent unauthorised access to their personal information. You will indemnify us for the breach of this warranty. You assume all liability for your breach of all applicable data protection and privacy laws and the prevention of unauthorised access or transfer of personal information.

We do not tolerate spam or other unsolicited commercial electronic communications of any kind. Therefore, you agree you will not to add a Site user, even a user who has utilized your veterinary services or vice versa, to your mailing list (email or physical mail) without the user’s express consent or as otherwise permitted by applicable law.

Content on the Site

The content on our Site is provided for general information only and is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of any content on the Site.

While the Site may provide access to certain general veterinary information, the content on the Site does not constitute or substitute professional veterinary advice, diagnosis, or treatment. You should always speak to a veterinary professional for a diagnosis and treatment for your Pet. Never disregard, avoid, or delay in obtaining veterinary advice because of something you have read on the Site. None of the information on the Site represents or warrants that any particular medicine or treatment is safe, appropriate, or effective for your Pet. If you know or suspect that your pet has a medical problem or condition, please immediately contact a veterinary professional using the Services or otherwise.

The content on the Site may contain errors, omissions or inaccuracies and may be out of date. Nemo reserves the right to change or correct any errors, omissions or inaccuracies in the content of the Site without prior notice to you, but does not guarantee that it will do so. Nemo reserves the right to refuse to provide any Services that are based on inaccurate, out of date or erroneous information on the Site, or for any other lawful reason.

User-Contributed Content

The Site may include content posted or otherwise provided by or on behalf of Vets, Clients or other users of the Site, including, without limitation, any veterinary listings, reviews, or posts on any interactive forum, chat room or blog (collectively, “user-contributed content”). Any such user-contributed content is not verified or approved by us and we are not responsible for it. Any information or content posted or otherwise obtained on the Site are those of the person providing such information or content and do not necessarily represent our views or values.

Whenever you make use of a feature that allows you to upload or otherwise submit content to the Site, or to make contact with other users, you must comply with the content requirements as set out in these Terms (including, without limitation, Section 14), the listing set up requirements (which are incorporated by reference into these Terms), and any other guidelines we may post on the Site from time to time (collectively, “Content Requirements”). You warrant that any such contribution by you does comply with those Content Requirements, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

Any content you upload to our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us, our affiliates and other users of our site a licence to use, store and copy that content and to distribute and make it available to third parties. The rights you license to us are described in Section 15.

We have the right to disclose your identity or other information to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy, or is defamatory. We may also disclose such information to law enforcement agencies as we think is necessary or as required by law.

We have the right to prevent the posting on the Site or remove from the Site any user-generated content if, in our option, it does not comply with the Content Requirements or otherwise breaches these Terms (including where we are alerted by another user or a third party), each as determined in our discretion.

Like with other user-generated content, any veterinary listings or reviews or feedback relating to such listings on the Site are not verified or approved by us. The Vets are solely responsible for the accuracy of the information relating to their listing and keeping their listing up to date on the Site, including, but not limited to, any and all representations about their qualifications, practice and the services they provide, location of their office(s), prices for their services and/or products. We do not guarantee that any such information is accurate or up to date.

Nemo reserves the right to (without any obligation to do so) make additions, changes or improvements to any user-contributed content and Vet listings without notice to you, including to:

• Create new descriptions or otherwise change the location or geographic descriptions we use to identify listings and search results. However, we assume no responsibility to verify listing content or the accuracy of the location. Vets are solely responsible for ensuring the accuracy of location, geographic and other content, and location or geographic descriptions, and agree to promptly correct (or contact us to correct) any inaccuracy and Clients are solely responsible for verifying the accuracy of such content and descriptions.
• Edit a Vet’s content or user-contributed content in a non-substantive manner solely to cause the content to comply with formatting or information requirements or to provide services to users to create or improve listings (such as translation services), in accordance with information we have about the veterinary practice listed. Each Vet or user remains responsible for reviewing their user-contributed content to ensure it is accurate and not misleading.

We do not store any terrorist content.

If you wish to raise any issues or complain about content uploaded by other users, please contact us using contact details under “Contact Us” Section.

Minimum Content Requirements

At minimum, any user-contributed content must not:

• Be defamatory of any person;
• Include personal information of another person that can be used to identify or contact them;
• Be false, misleading, inaccurate (where it states facts) or not genuinely held (where it states opinions);
• Be obscene, offensive, hateful, discriminatory or inflammatory;
• Bully, insult, harass, intimidate or humiliate;
• Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;
• Promote or include sexually explicit material or child sexual abuse material;
• Infringe any copyright, database right or trade mark or any other intellectual property rights of any other person;
• Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
• Impersonate any person or misrepresent your identity or affiliation with any person;
• Give the impression that the content emanates from Nemo, if this is not the case;
• Include unsolicited promotional content, advertising, political campaigns, contests, raffles or solicitations;
• Be directly related to the Site, business service, product or forum where the content is submitted;
• Contravene any applicable law or promote any illegal content or activity or violence;
• Advocate, promote, incite any party to commit, or assist any unlawful or criminal act;
• Contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.

Rights in User-Contributed Content

When you post or otherwise submit user-contributed content to the Site, you:

• Grant us and our affiliates a perpetual, worldwide, irrevocable, non-exclusive, royalty-free, transferable licence to use, copy, license and sub-license, reproduce, adapt, distribute, prepare derivative works of, display, perform, transmit, modify, edit and otherwise exploit the copy, the photographs and the likenesses (if any) of any of your user-contributed content in connection with our business or the business of our affiliates and across different media including to promote the Site or the Services. Notwithstanding the foregoing, following the termination or expiration of a listing, we will not continue to display the user-contributed content that was displayed in such listing;
• Grant a perpetual, worldwide, irrevocable, non-exclusive, royalty-free, transferable licence for other users to use the content for their purposes and in accordance with the functionality of the Site;
• Grant us and our affiliates the ability to register copyright in and protect the user-contributed content, including the images, copy, and content available via any Vet’s listing, from the unauthorised use of the user-contributed content by unaffiliated third parties who may, from time to time, attempt to pirate such information via electronic or other means. This includes, but is not limited to, the right to seek injunctive relief to protect such material on behalf of and in your name. You further agree to appear and assist us—at our expense and control—with protecting such copyrighted material from unauthorised redistribution;
• Agree that we may sublicense all the rights granted to us under these Terms to one or more third parties we may contract with to display all or part of the Vet’s listing or otherwise provide promotional or other services related to our business.

In the event that you retain any moral rights in any user-contributed content, you hereby waive your right to assert these or to require that any personal information be used in connection with the user-contributed content or any derivative works thereof and affirm that you have no objection to the publication, use, modification, deletion or exploitation of the user-contributed content by us or our affiliates.

Feedback

We welcome feedback regarding any areas of our business. You may provide suggestions, comments, materials or other feedback for products and services (collectively, “Feedback”) by contacting us as set out in Section X. Please note we are not be obliged to take any action in response to your Feedback.

Where you do submit Feedback, you acknowledge and agree that all rights, title and interest in such feedback or any other intellectual property rights derived from such Feedback will vest in us from creation. Your Feedback, even if marked confidential, will not create any confidentiality obligations on us.

Without prejudice to our other rights and remedies, we will be free to use, copy, disclose, reproduce, distribute, implement and otherwise commercialise any portion of the Feedback you provide us for any purposes and without obligation or restriction of any kind and you waive all rights to be compensated or seek compensation for the Feedback and will ensure that any relevant moral rights are waived.

Social Media Content

Where the Site offers a tool or service that allows us to access or use any profile or other information about you that you have provided to Facebook or another third-party social media website (each a “Social Media Site”) and you decide to use such tool or service, you acknowledge and agree that:

• The information or content that is a part of your Social Media Site profile, which you have designated as “public” (or a similar designation) (with such information or content and referred to herein as “Social Media Content”), may be accessed and used by us in connection with the Site;
• The Social Media Content will be considered user-generated content under these Terms and both you and we shall have the same rights and responsibilities as you that we have with respect to user-generated content under these Terms;
• In the event that the Social Media Content was for any reason misclassified with a public or similar designation or is otherwise inaccurate or to which you do not agree with for any reason, you agree to work with the Social Media Site to make any changes or resolve any disputes and acknowledge that we will not be able to provide you with recourse; and
• The operation of your profile and account with and on the Social Media Site shall continue to be governed by the terms and conditions and privacy policy of such Social Media Site.

Third Party Links

Where the Site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources. In visiting any third party sites and/or obtaining any goods or services from them, you do so at your own risk. We encourage you to review the terms of use and any policies applicable to each platform you visit before using it.

Nemo prohibits third parties from producing materials which contain links to the Site or framing of content contained within the Site without our prior written consent, which we may withhold in our sole and absolute discretion. We reserve the right to disable any such unauthorised links or framing. Nemo has no responsibility or liability for any material that may contain links to the Site.

Responsibility for Insurance

We do not provide insurance protection for any veterinary telemedicine services obtained in connection with the Services. Clients are solely responsible for obtaining pet insurance coverage sufficient to protect their Pet. Vets agree that they have or will obtain the appropriate professional liability insurance coverage and will maintain adequate insurance coverage while they list their services through the Site. Further, Vets agree to provide us with copies of relevant proof of coverage upon request.

Termination or Suspension of Accounts or use of our Services

You can terminate your Account at any time by providing written notice to Nemo using contact details under “Contact Us” Section. Any cancellation request will be processed within thirty (30) days of receipt of such a request by Nemo. Upon termination by you, your Account will no longer be accessible and you will not be able to use that part of the Services which require an Account.

We may suspend or terminate your Account and/or your right to use any part of our Services or refuse to provide any part of our Services at any time at our sole discretion and for any reason, including, without limitation, if:     

• You are in breach of these Terms;
• We know or suspect your Account or our Services are used in an illegal or fraudulent manner or by any unauthorised person;
• We reasonably believe that continuing to provide Services to you may cause us to break any applicable law, regulation, code or other duty or exposes us or our affiliates to action or censure from any government, regulator or law-enforcement agency or may damage our reputation;
• You behave in a threatening or abusive manner;
• We need to investigate compliance with any of these Terms;
• For any other lawful reason.

We may ask a user for proof of identification, and if that identification is not submitted within the requested time, we reserve the right, in our sole discretion, to cancel any transaction associated with that user.

If your Account is suspended or terminated by us for any reason, you must not attempt to register another Account.

• If your Account or any of our Services have been terminated for any reason: (i) Nemo will have no further obligation to provide the Services; and (ii) all licenses and other rights granted to you by these Terms will terminate immediately.

Any obligations or liabilities that have arisen or been incurred before the suspension or termination of your Account or any other Services (including, but not exclusively, your obligation to pay any fees incurred) shall survive and remain enforceable despite such suspension or termination.

No Warranties and Disclaimer – PLEASE READ THIS SECTION CAREFULLY

We provide our Site and Services using a commercially reasonable level of skill and care. Other than as expressly set out in these Terms or additional terms provided at the time you sign up for our Services, Nemo does not provide any warranties about the Site or Services.

The Site, other services and all content made available on, through or in connection with the Services, are made available on an “as is” and “as available” basis and we make no representations, warranties or guarantees, whether express or implied, that the Site, other services and all content made available on, through or in connection with the Services is accurate, complete or up to date.

We do not guarantee that our Site, any content on it or the Services will always be available or uninterrupted. Access to or availability of the Site and/or any part of our Services may be suspended, withdrawn or restricted without notice for any reason, including, without limitation, in the case of system failure, maintenance or repair or for reasons beyond our control.

We do not guarantee that our Site will be secure or free from bugs or viruses. As with any other website or app you use, when you access our Site, you assume all risk associated with any viruses, worms, Trojans and other destructive items. You are responsible for configuring your information technology, computer programmes and platform to access our Site and taking any necessary precautions before you access our Site. You should use your own virus protection software.

Liability – PLEASE READ THIS SECTION CAREFULLY

If we fail to comply with these Terms, we are only responsible for loss or damage you suffer that is a foreseeable result of our breach of the Terms or our failure to use commercially reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen as a consequence of our breach or if contemplated by both you and us at the time we entered into this contract.

We do not exclude or limit our liability in any way for:

• Death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors;
• Fraud or fraudulent misrepresentation;
• Any other liability which cannot be limited or excluded under applicable law.

We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

• Loss of profits, sales, business, or revenue;
• Business interruption;
• Loss of anticipated savings;
• Loss of business opportunity, goodwill or reputation; or
• Loss, damage or corruption of data;
• Any indirect or consequential loss or damage;
• Any transaction with or service, advice or information provided by any veterinary professional or any other person purporting to be a veterinary professional, whether received or provided using our Services;
• Any transaction with or product or service provided by any third party.

To the extent permitted by law, we exclude:

• All implied conditions, warranties, representations or other terms;
• All liability (whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, for loss or damage which you or any third party may incur in connection with use or inability to use our Site, Services, and any website linked to our Site and any content on it.

We will not be responsible for any failure to perform, or delay in performance, of any of our obligations under these Terms that is caused by you or any act or event beyond our reasonable control. In the event of any act or event beyond our reasonable control, we will notify you as soon as possible and we will not be liable for failures or delays caused by the event. If there is a risk of substantial delay and you no longer wish to use the Services, you may contact us to end the contract.

In any event, our total liability to you in respect of all losses arising under or in connection with the Site or our Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise shall in no circumstances exceed the greater of: (a) the amount of fees you pay to us in the twelve months prior to the action giving rise to liability; or (b) GBP£100 in the aggregate for all claims.

Disputes and Applicable Laws

Nemo is committed to customer satisfaction, so if you have a problem or dispute, we will try to resolve your concerns. You agree to give us an opportunity to resolve any disputes or complaints relating in any way to the Site, the Services or these Terms by contacting us as set out under “Contact Us” Section.

If there is a dispute between users of the Site, or between users and any third parties, you understand and agree that Nemo is under no obligation to become involved, however, when Nemo chooses to get involved, you agree that our ruling on the dispute is final and binding.

If you are a consumer (for example, Client), please note that these Terms, their subject matter and their formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction except that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.

If you are a business (including any Vet or any user acting on behalf of a business entity), these Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. You and we both agree to the exclusive jurisdiction of the courts of England and Wales.

Updates and Changes

This version of the Terms became effective on the date they were last updated (as first set out above). We may amend these Terms at any time. We will do so by posting an updated version of the Terms on the Site, and the changes will come into effect immediately. When Vets renew subscriptions, the Terms in effect at the time of renewal will govern. Where you have registered for an Account, we will try to notify you of the change by in-Site notification when you next log in to your Account or email. In any case, every time you wish to use our Site or our Services, you should check these Terms to ensure you understand the terms that apply at that time, because they are binding on you. If you do not agree to any amendment to these Terms, you must discontinue using the Sites and the Services immediately. By continuing to use the Services after any amendment comes into effect, you signify your agreement to be bound by these Terms.

We are constantly changing and improving our Services. We may update and change our Site and Services and content on the Site at any time. We may do so (without limitation) to add or remove functionalities or features, improve performance or security, our users’ needs and our business priorities. If the need arises, we may suspend or close the Site and Services. We may ask you to update the Site. If you choose not to install updates, or opt out of automatic updates, you may not be able to continue using the Site and the Services.

Your Personal Information

We only use any of your personal information we collect or you submit through your use of the Site or Services as set out in our Privacy Policy. 

Maps

Maps provided on the Site that are provided by Google are subject to the Google Maps terms and conditions. Maps provided on the Site that are provided by Mapbox are subject to the Mapbox terms and conditions .

Mobile Network

When you access the Services through a mobile network, your network or roaming provider’s messaging, data and other rates and fees will apply and you will be responsible for all such charges. The Site may not work with your network provider or device.

General Provisions

Communication and Notices. All notices and other communications to Nemo under these Terms must be in writing and must be delivered either by email or mail using the contact information set out under “Contact Us” Section. We may communicate with you by telephone, email or mail to your address (in each case, using the contact details provided by you), or by posting notices on the Site or other in-Site messages. You agree that any such electronic communication will be deemed to be given “in writing” for legal purposes (to the fullest extent permitted by applicable law).

Our Relationship. You acknowledge and agree that no partnership, joint venture, employer-employee or (other than as specifically set out otherwise in these Terms) agency relationship is intended or created by these Terms or by your use of the Services.

Assignment. You may not assign or transfer any of your rights, obligations licenses or privileges under these Terms. We may assign or transfer our rights and obligations under these Terms to another organization without notice to you. This will not affect your legal rights.

Waiver. No failure or delay by us to exercise or enforce any right or provision of these Terms will be deemed a waiver of such right or provision.

Entire Agreement. These Terms is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in these Terms. These Terms supersede and replace any prior agreements, whether oral or in writing, between Nemo and you regarding the Services.

Interpretation. These Terms shall endure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. The division of these Terms into paragraphs or other subdivisions and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of these Terms.

Third party rights. These Terms are between you and Nemo and are not enforceable by any other person. The Contracts (Rights of Third Parties) Act 1999 will not apply to these Terms.

Contact Us

If you have any questions or comments about these Terms, the Site or the Services, please contact us. For data privacy requests specifically use hello@hellonemo.co.uk. Requests of all types can also be mailed to 28 Bendemeer Road, Putney, SW15 1JU.

Additional Terms and Conditions Applicable to Vets

The terms and conditions set out below apply (in addition to the rest of these Terms) to Vets who post any listing on the Site.

Vet’s Responsibilities

Any Vets (including any users acting on their behalf) using Nemo are responsible for understanding any requirements, limitations and restrictions associated with their license or practice of teletriage, telehealth, telemedicine and online care based on where they hold their license(s) and/or provide their veterinary services. Nemo is not responsible for interpreting local legislation and/or providing guidance or direction as it relates to their usage of Nemo. Nemo shall not be liable for any non-compliance by a Vet with any such applicable requirements, limitations or restrictions when providing their services via the Site. However, we may investigate occurrences that may involve any such non-compliance and may involve, and co-operate with, any law enforcement authorities and competent regulators about any users who are involved in any such non-compliance.

Vet Listing Requirements

In listing the your services on the Site and for the duration of such listing, each Vet represents and warrants that:

• You have all legal, regulatory and professional qualifications, permits, consents, approvals, certifications, licenses, accreditations and consents to practice veterinary medicine in the UK and any other territory in which you practice;
• You are not currently, and have not been within the past three years, subject to any outstanding investigations or complaints of professional negligence or misconduct;
• You shall ensure that any veterinary telemedicine services provided by you via or in connection with your use of the Services adhere to and are within any applicable laws and regulations, any professional requirements, codes and guidance of any competent veterinary regulator or accrediting body and any other veterinary medical, professional and ethical duties and standards;
• You shall use your professional judgment to determine whether veterinary telemedicine is appropriate to each specific circumstance, including without limitation, whether a physical examination is required in order to make an appropriate diagnosis and/or prescribe medicines;
• You are solely responsible for adhering to all requirements, guidance and codes issued by your respective veterinary regulator, accrediting body or association as it may apply to veterinary practice and/or veterinary telemedicine, including without limitation regarding:
  1. Whether you must be licensed in the jurisdiction the Pet is located;
  2. Whether you meet any requirements for an existing veterinary/client relationship or to have the Pet under your care;
  3. Whether you need to seek client’s informed consent and any such consent is recorded.
• You shall uphold and maintain the integrity and confidentiality of the veterinary/client relationship.

In order to post a listing on the Site, Vets shall comply with Nemo requirements, including but not limited to the following:

• Vets must submit their veterinary licence information and, if applicable, veterinary clinic information (name, address and other contact information) to Nemo in order to complete an Account;
• Vets must use commercially reasonable efforts to respond to all consultation booking requests from Clients within 24 hours of receipt of a request for booking;
• Vets must respond to and accept a material number of inquiries and booking requests received in the interest of the Client experience; and
• Vets are prohibited from cancelling a material number of accepted consultation bookings.

The Vet shall immediately notify Nemo if:

• Any of the Vet’s qualifications, permits, consents, approvals, certifications, licenses, accreditations and consents as necessary to practice veterinary medicine are revoked, suspended or otherwise become invalid; 
• The Vet becomes subject to any subject to any claim, investigations or complaint of professional negligence or misconduct.

Veterinarians and Veterinary Technicians using Nemo are responsible for understanding the limitations and restrictions associated with the practice of teletriage, telehealth, telemedicine and online care based on where they hold their license(s). Nemo is not responsible for interpreting local legislation and/or providing guidance or direction to veterinarians and veterinary technicians as it relates to their usage of Nemo. Veterinarians and veterinary technicians must be fully aware of what their licensure permits. Nemo is not responsible for any error made by the veterinarian or veterinary technician upon executing the permissions set by their licensing body.

We will investigate occurrences that may involve any of the above violations and may involve, and co-operate with, law enforcement authorities about users who are involved in any such violations. You acknowledge and agree that Nemo can take any technical, legal, and other actions that we deem, in our sole discretion, necessary and appropriate, without notice to you, in order to prevent or remediate any violations and to enforce these Terms.

 Appearance in Search Results

We cannot guarantee that Vet’s listing will appear in any specific order in search results on the Site. Search order will fluctuate based on a variety of factors such as search parameters, listing quality, Client preferences, Vet response time, online booking acceptance rate, compliance with posted listing practice requirements, and other factors that we may deem important to the user experience from time to time (“Best Match”). We reserve the right to apply various search algorithms or to use methods to optimize Best Match results for particular Client requests. Search results and order may appear different on Nemo mobile application than they appear on our website. To optimize the search experience for both Vets and Clients and improve the Best Match process, Nemo retains the right to run occasional tests that will be limited in duration but may alter how we display listings and search results.

Content, Layout and Copy

All content and copy edits submitted by Vets are subject to our review and approval. We reserve the right to: (a) refuse to publish any content that we determine in our sole discretion does not meet these Terms or is otherwise unacceptable to us; or (b) edit content submitted to the Site in accordance with these Terms. Vets are responsible for reviewing and ensuring that any content displayed on the Site appears as the Vet intended and/or complies with these Terms.

Photographs

In submitting any photographic material to us, the Vet grants us the right to use and display any such materials in relation to its listing. The Vet further agrees that we may reproduce in whole or in part any photographic material supplied by such Vet in the promotion of either such Vet’s property or the Site.

The Vet shall not submit or include in their listing any photographic materials which include children or adults if you do not have their legal consent, or any information or images that would violate the privacy rights, intellectual property rights (including but not limited to copyright rights) or any other rights of a third party. We reserve the right to not display or to remove any photographs that we determine, in our sole discretion, do not meet these Terms or are otherwise unacceptable to us.

By submitting a photograph to us, the Vet represents and warrants that (a) you hold all intellectual property rights (including but not limited to all copyright rights) in such photograph or you are authorised by their owner thereof to grant to us the rights, (b) that any people in the photograph have given permission for their likeness to be displayed in an online advertisement on the Site, (c) that the photograph accurately and fairly represents the subject of the photograph and has not been altered in any manner that would mislead a viewer of that photograph, and (d) Vet has obtained all permissions required to use, post and grant the foregoing rights in all photographic and other material used in its listings. The Vet will indemnify and hold harmless Vetster and its affiliates from any cause of action or losses arising from or in connection with the Vet’s breach of this warranty or in the event of claims that the use of a photograph violates another party’s copyright.

Uses of our Trademarks and Logos

The Vet shall not use our trademarks or logos without our specific prior written authorization, except as explicitly permitted in these guidelines. It is usually permissible for you to refer to Nemo in a descriptive manner in your listing on the Site or in other permissible communications. However, you may not refer to Nemo or any of our affiliates in any way that might lead someone to believe that your practice, listing or site is sponsored by, affiliated with, or endorsed by Nemo or one of our affiliates. You may not use the Nemo name or one of our affiliates’ names on any other veterinary telemedicine website without our prior written authorization.

The Nemo name and logo and those of the Nemo Group and our affiliates are trademarks or registered trademarks in Canada and other jurisdictions around the world. We generally do not permit the use of our names and logos, other than as described above or with our prior written authorization. If you want permission to use our name and/or logo in any other manner, including, without limitation, on any website, business card, signage, etc., or if you have other questions, contact us at hello@hellonemo.co.uk.

Hypertext Links

We reserve the right to refuse hypertext links to, or addresses of, other web sites from Vets’ postings, and to remove links or web addresses without notice at our sole discretion. Further, we reserve the right to charge for hypertext links at any time.

Client Transactions

All Client payments due upon booking an appointment with a Vet using the Site will be made to Nemo. Each Vet hereby authorises Nemo to act as its agent to conclude the Client’s order for the Vet’s services and receive the payment of the Vet’s appointment fee when the Client books an appointment with a Vet via the Site. The Vet acknowledges and agrees that the Client’s payment to Nemo will fulfil their obligation to pay the Vet.

No Vet may request or permit any Client to remit payment in any form or manner directly to the Vet or its representative or agent for any services performed via the Site. Any violation of this term may result in the immediate removal of the non-conforming listing from the Site without notice to the Vet and without refund.

Vet Subscription Fees

Veterinary clinics have the opportunity to sign up for our subscription fee programme in order to use our software as a white label software exclusively for their clinic use and patients. Subscription rates are set at the time of Vet’s purchase of the subscription or renewal. Such fees and subscription rates are subject to change without notice or approval. For subscription listings, the rates in effect at the time of the Vet’s next subscription renewal, new listing or a Vet’s upgrade or any other additional or new order of any product or service will govern for such renewal or other order. Subscription fees will be billed either monthly or all upfront through credit card payments. Unless otherwise stated, all fees are quoted in local currency.

All payments are made through our third-party payment processor, Stripe, in accordance with Section 30 – Payment Processing below.

Payment Processing

Payment processing services (including, without limitation, for processing of any fees collected for or on behalf of Vets) are provided by Stripe and are subject to the Stripe Terms of Service  (collectively, the “Stripe Services Agreement”). By agreeing to these Terms or continuing to operate as an Account holder on the Site, the Vet agrees to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Vetster enabling payment processing services through Stripe, you agree to provide Vetster accurate and complete information about you and your business, and you authorise Nemo to share it and transaction information related to your use of the payment processing services provided by Stripe, with Stripe.

Payment services for payouts are provided by Hyperwalles and are subject to theHyperwallet Terms of Service  and the Hyperwallet Privacy Policy  (collectively, the “Hyperwallet Services Agreement”). By agreeing to these Terms or continuing to operate as an Account holder on the Site, the Vet agrees to be bound by the Hyperwallet Services Agreement, as the same may be modified by Hyperwallet from time to time. As a condition of Nemo enabling payment services through Hyperwallet, you agree to provide Nemo accurate and complete information about you and your business, and you authorise Nemo to share it and transaction information related to your use of the payment services provided by Hyperwallet, with Hyperwallet.

Indemnity

Each Vet agrees to indemnify, defend, and hold harmless Nemo, its affiliates and any third party provider of a service or tool offered on any Site (each a “Third Party Provider”) from and against all loss, liability, claim, action, demand, damage or expense, including without limitation interest, fines and reasonable legal fees, arising from or in connection with:

• Vet’s use of the Site or Services;
• Any content or information provided or otherwise submitted by or on behalf of the Vet;
• Any breach of these Terms;
• Any claim for actual or alleged infringement of a third party’s intellectual property rights linked to the Vet’s use the Site or Services, including any content or information provided or supplied in such use;
• Any claim, complaint or regulatory investigation relating to any veterinary telemedicine or other services provided by the Vet via the Site.

We will provide notice to you promptly of any such claim, suit, or proceeding and may choose in our sole discretion to assist you, at your expense, in defending any such claim, suit or proceeding. You shall not in any event settle any matter without our written consent.

Termination of Listings; Other Remedies

Without prejudice to any of our other rights and remedies, if, in our sole discretion, any Vet submits unsuitable material to our Site or into our database, is not abiding by applicable laws or is creating a nuisance in its community, misuses the Site or our online system, or is in material breach of these Terms, we reserve the right to limit the Vet’s use of the Site, impact the Vet’s listing(s) search position, and/or terminate such Vet’s listing immediately without refund.

In addition, if we become aware of or receive a complaint or a series of complaints from any user or other third party regarding a Vet’s listing or services that, in our sole discretion, warrants the immediate removal of such Vet’s listing from the Site, then we may immediately terminate such Vet’s listing(s) or subscription(s) without notice to the Vet and without refund. We assume no duty to investigate complaints. Finally, if any Vet is abusive or offensive to any employee or representative of the Nemo Group, we reserve the right to terminate such Vet’s listing(s) or subscription(s) immediately without refund.

In addition to reserving the right to terminate any listing, Nemo reserves all rights to respond to any violation of the Terms or misuse of the Site by, including, but not limited to, hiding a listing from the search results, marking a Vet as “out of office,” and removing or changing information that may be false or misleading.