Terms & Conditions

Terms and conditions

1. Definitions

In these Terms and Conditions of Sale (the “Terms and Conditions”) the following meanings shall apply: the Company shall mean AH UK Animal Health (PVT) Limited (Reg No. 02579457) trading as Covetrus of College Mains Road, Dumfries, DG2 0NU, Scotland, the “Customer” shall mean any person or persons, firm or company who buys or agrees to buy goods from the Company.

2. Basis of Contract

2.1 These Terms and Conditions shall apply to and govern all contracts for the sale of goods by the Company to the Customer in terms of which the Company agrees to sell, and the Customer agrees to purchase, goods and where such goods are to be dispatched by the Company to the Customer by mail or other delivery (each a “Contract”).

2.2 Each order for goods placed in any manner by the Customer constitutes an offer by the Customer to purchase such goods in accordance with these Terms and Conditions. The Customer shall ensure that the terms of each such order are complete and accurate. The order shall only be deemed to be accepted when the Company issues an invoice of sale, at which point a binding Contract (as defined in 2.1 above) shall come into existence between the Customer and the Company.

2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the goods described in them. They shall not form part of the Contract or any other contract between the Company and the Customer for the sale of the goods.

2.4 Any terms or conditions of the Customer or other terms and conditions whatsoever whether communicated before or after ordering or contracting are excluded from the Contract or any variation thereof unless expressly accepted by the Company in writing, and the Customer’s own conditions shall not be regarded as a counter offer.

2.5 The Company reserves the right to contact external credit reference agencies.

2.6 The exercise by the Company of any right pursuant to these Terms and Conditions shall be without prejudice to
any other right available to it whether hereunder or under general law.

3. Delivery

3.1 Delivery dates and times specified by the Company are approximate only. Unless expressly agreed by the Company in writing, time for delivery is not and shall not be deemed to be of the essence of the Contract. The Customer shall make all arrangements necessary to take delivery of goods whenever they are tendered for delivery.

3.2 Delivery of the goods shall be completed on the goods’ arrival at the delivery address as provided by the
Customer in respect of the Contract.

3.3 If goods are sold and delivered to the Customer in instalments each delivery shall constitute a separate Contract,
and failure by the Company to deliver any one or more of the instalments or any claim by the Customer in respect
of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.

4. Cancelling Orders/Returned Goods

4.1 Goods which are not shown in the Company’s catalogue current at the time of order will only be accepted for
return and credit by the Company when the Company has given prior authorisation. Orders for such Goods
can only be cancelled prior to delivery to the Customer where the Company has yet to receive the Goods from
the manufacturer. The Company reserves the right to raise a reasonable cancellation charge and to invoice the
Customer for any cancellation charge levied by the manufacturer.

4.2 Goods which are shown in the Company’s catalogue in force at the time of order will be accepted for return
only upon the following conditions;

4.2.1 Returned goods must be accompanied by a return notice (or equivalent electronic information) containing the
Customer’s number, the number of the invoice upon which the goods were supplied and full details including
the reason for return.

4.2.2 Goods returned must be in a condition suitable for re-sale, e.g. all seals intact, with all original packaging and
accessories. Damaged goods will not be accepted.

4.2.3 Subject to 5 below, goods must be returned within 25 days of invoice date to the Customer for full credit of price paid by the Customer.

4.2.4 Where items are received by the Customer in a damaged or other unsatisfactory condition, the Customer must
notify the Company on the day of delivery. Thereafter, unless otherwise instructed, items must be returned
within five days of delivery. The Company will investigate and any credit due will be applied.

4.3 Goods which are lost in transit will be investigated by the Company and any credit due will be applied in
accordance with Company policy.

5. Other Returns

5.1 In addition to clause 4 above, pharmaceutical products will only be accepted for return by the Company within 12 days of invoice date and where the reason for return is one of the following:-
(a) to correct an error in delivery or ordering;
(b) in response to a product or batch recall, instigated by a manufacturer;
(c) where products or packages are alleged to be faulty; or
(d) products delivered with insufficient time left until expiration date.
(e) Human POM medicines will only be accepted for return by the company within 12 days of invoice date under FMD regulations.

5.2 In accordance with Medicines and Healthcare Regulatory Agency guidelines cold chain pharmaceutical product (fridge items) can only be returned as follows: Customer must contact the Company Customer Services Department within 24 hours of the delivery to log the return and to arrange collection of the goods. The goods must be in the Company’s possession within 5 days from delivery and a signed Veterinarian’s statement is required to confirm product was stored between +2°C and +8°C (degrees Celsius). Additionally, if goods are returned outwith 48 hours, temperature documentation (printed temperature records) must also be provided by Customer.

6. Repairs/Service

6.1 All equipment sent in to the Company for repairs or servicing must be accompanied with a note, describing the
fault and/or the service to be performed. Standard labour rates will be charged without further authorisation for
all non-warranty maintenance, repairs, and other services.

6.2 Customer must sterilize all equipment before returning/sending to the Company and advise in writing of the
details of the method used for sterilisation. The Company reserves the right not to handle items which do not
meet these specific requirements.

7. The Price and Payment

7.1 The price to be paid by the Customer shall be the sum(s) shown by the Company’s invoice(s). This price shall
be based on the sum quoted to the Customer, or – by default – in the Company’s current price list or other
published price, which the Company reserves the right to amend at any time in its absolute discretion and to
correct clerical errors or omissions.

7.2 The prices quoted in the Company’s price list are in pounds sterling. Due to fluctuations in currency exchange
rates the Company reserves the right to alter prices charged to customers outside the UK. Unless otherwise
specifically stated, all prices quoted by the Company are exclusive of Value Added Tax, which shall be due at
the rate in force on the date of the Company’s invoice to the Customer.

7.3 Non-stock items will incur an additional administrative charge invoiced by the Company.

7.4 Payment of the price and VAT shall be due within one month from the date of the Company’s invoice, unless
agreed otherwise. Time for payment shall be of the essence and payment must be made without set-off or
credit. Where the Customer wishes to make payment by credit card, full payment must be made at the time of
the order. Any banking charges incurred by the Company in respect of dishonoured cheques will be payable by
the Customer.

7.5 Where goods are delivered in installments the Company may invoice each installment separately and the
Customer shall pay such invoices in accordance with these Terms and Conditions.

7.8 Any discount allowed will normally be calculated on the monthly purchases and is contingent discount. Both parties agree that VAT will not be adjusted for contingent discount in accordance with para 18.2.1 of VAT Notice 700. In the event that discount is offered at the time of invoice this will be stated on the invoice and VAT adjusted. Customers must therefore only reclaim VAT as set out on the VAT invoice.

8. Breach

8.1 If the Customer is in default of any of its obligations under the Contract (whether in paying any amount as and when it becomes due or otherwise), the Company shall have the following rights cumulatively and at its sole discretion:
(a) to suspend all further deliveries until the default is made good;
(b) to terminate the Contract so far as any goods remain to be delivered there under without incurring any
liability to the Customer, and all outstanding sums in respect of goods delivered to the Customer shall become
immediately due;
(c) to demand immediate payment for all goods supplied to the Customer, whether previously invoiced or not;
(d) to charge interest on the outstanding monies both before and after judgment from the due date to the date
of actual payment at the rate of 2% per month or part month, and the customer shall also indemnify the
Company against expenditure on all costs of recovery including without limitation legal fees, costs and
disbursements reasonably incurred.

9. Title and Risk

9.1 The risk in the goods shall pass to the Customer on completion of delivery.

9.2 Title to the goods shall not pass to the Customer until the Company has received payment in full (in cash or
cleared funds) for the goods.

9.3 The Customer shall permit so far as it is able and shall use its best endeavours to assist any officer, employee,
representative or agent of the Company to enter onto any premises where the goods may from time to time be
situate and to repossess the goods at any time prior to title passing to the Customer and until such time as title
passes the Customer shall:
(a) hold the goods as the Company’s fiduciary agent and bailee.
(b) store the goods separately from all other goods held by the Customer so that they remain readily
identifiable as the Company’s property;
(c) not remove, deface or obscure any identifying mark or packaging on or relating to the goods;
(d) maintain the goods in satisfactory condition and keep them insured against all risks for their full price from
the date of delivery; and
(e) give the Company such information relating to the goods as the Company may require from time to time,
but the Customer may resell or use the goods in the ordinary course of its business.

10. Warranty

10.1 Subject as expressly provided in these Conditions and except where goods are sold or services provided to a
person dealing as consumer within the meaning of the Unfair Contract Terms Act 1977 all warranties, conditions
or other terms implied by statute or common law are excluded to the fullest extent permissible by law.

10.2 Where Goods are supplied to the Company with the benefit of a warranty from their manufacturer that warranty will continue to apply to the Goods following sale to the Customer, whether Goods are sold individually or as a package.

10.3 The Customer shall be responsible for ensuring that all laws, regulations – including guidelines of the
Regulatory Bodies which govern the supply, distribution and use of Veterinary Pharmaceuticals within the
United Kingdom – operating instructions and safety precautions are complied with in relation to goods supplied
by the Company.

10.4 Equipment and computer products that require installation and warranty/support services thereafter are subject to additional terms and conditions of which the Customer will be advised by way of the quotation.

11. Force Majeure

The Company shall not be liable for any failure or delay in performing its obligations under the Contract to the extent
that such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event beyond the
Company’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen,
was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving the Company’s own
workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil
commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious
damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions,
collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural
disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

12. Restriction of Liability

12.1 The Company shall not in any event be liable for indirect or consequential loss or damage, being loss or damage
which does not directly and naturally flow from the supply or goods or materials, including without limitation loss
of profits, of use, overhead costs, collateral damage or of contracts arising under or in connection with the Contract
or the sale and/or supply (or failure of supply) of goods or services by the Company and whether arising from
breach of contract, negligence or for any other liability howsoever arising, whether by statute or otherwise,
provided that nothing in these Terms and Conditions shall operate to exclude the Company’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or
subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of
Goods and Services Act 1982; or
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.

12.2 In all other cases (being cases of direct and natural losses or damage) it is specifically provided and agreed that the compensation and damages payable under any claim or claims arising out of the Contract between the parties under whatsoever pretext shall not under any circumstances amount in aggregate to more than the price under the Contract of the goods and/or services forming the subject of the claim or claims, provided that the limit imposed by this clause shall not apply in respect of any liability of the Company under 13.1(a) to (e) above.

12.3 Subject to the exceptions in 12.1(a) to (e) above, no liability for such direct losses shall attach to the Company unless details of such losses are notified to the Company in writing within 7 days of the date of delivery of the goods, or the date of the event giving rise to such loss if it is not apparent upon the date of delivery. In cases of alleged shortages or breakages, claims must be notified to the Company within 3 days of despatch of the goods by the Company. Alleged non-delivery of goods must be notified in writing to the Company within 5 days of receipt of either the invoice for the goods or a statement of account, whichever is the sooner.

12.4 For the avoidance of doubt, nothing in this agreement shall confer on any third party any benefit or the right to enforce any term of any Contract and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.

13. Privacy and Customer Data

13.1 With respect to Customer’s personal data (and where the Customer is a body corporate, personal data of the
Customer’s members, officers, employees, contractors and representatives), the Company may:
(i) collect such data;
(ii) process and use such data for sales and financial administration and analysis, provision of sales and other
support, promotion, marketing, risk assessment, and credit checking;
(iii) contact Customer (by mail, telephone, fax or email) about other similar products and services offered by
Company and its affiliates which Company believes will be of interest to Customer;
(iv) communicate such data to other suppliers and manufacturers of the Company involved in the UK supply
chain, who will utilise such data to enable them to pay rebates and to help strengthen the business relationship
between manufacturers, wholesalers, veterinary practices and pharmacists;
(v) for Customers belonging to a buying group, communicate such data to the specific buying group to enable
it to act on Customer’s behalf according to the terms of Customer’s buying group arrangements; and
(vi) transfer, process and store such data at a destination outside the European Economic Area where it may be
processed by staff of the Company, its affiliates and/or its suppliers for the purposes of 13.1(ii) to 13.1(v) above.

13.2 Customers who do not wish us to process personal data for marketing purposes (as set out in 13.1(ii) and (iii)
above) or who wish to amend or update their personal information should write to the Company’s Data
Protection Officer at the Company’s address. Please be aware that Company must hold certain relevant
personal data to enable the Company and/or the third parties mentioned above to provide such services, or for
other statutory requirements.

13.3 The Company will at all times comply with the Data Protection Act 1998 and any subsequent regulations
relating to the protection of your personal data. The Company undertakes to ensure that appropriate technical
and organisational measures are adopted by Company against unauthorised or unlawful processing of
personal data and against accidental loss or destruction, or misuse of, or damage to personal data. Company
will use Customer personal data solely as set out in these Terms and Conditions.

14. General

14.1 The Company may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any
of its rights or obligations under the Contract. The Customer may not assign, transfer, charge, subcontract or
deal in any other manner with all or any of its rights or obligations under the Contract without the prior written
consent of the Company.

14.2 Notices
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in
writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in
any other case) or such other address as that party may have specified to the other party in writing in
accordance with this clause, and shall be delivered personally, sent by pre-paid first-class post, recorded
delivery, commercial courier, fax [or e-mail].
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left
at the address referred to in clause 15.2(a) above if sent by pre-paid first-class post or recorded delivery, at
9.00 am on the second business day after posting; if delivered by commercial courier, on the date and at the
time that the courier’s delivery receipt is signed; or, if sent by by fax [or e-mail], one business day after
transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any
legal action.

14.3 Severance
(a) If any court or competent authority finds that any provision of the Contract (or part of any provision) is
invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be
deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if
some part of it were deleted, the provision shall apply with the minimum modification necessary to make it
legal, valid and enforceable.

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

14.5 Any variation to the Contract, including the introduction of any additional terms and conditions, shall only be
binding when agreed in writing and signed by the Customer.

15. Applicable Law

The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation
(including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law
and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales, except that the
Company shall further be entitled to enforce its rights under this Contract in Scotland and the parties hereby agree to
submit to the jurisdiction of the courts of Scotland in this regard.

16. Home Delivery Services

16.1 The following Terms and conditions apply to Covetrus providing Home Delivery Services:

A Fulfillment. Orders received by Covetrus shall be fulfilled by any one of Covetrus’ wholly-owned subsidiaries that are licensed to provide the requested product. This includes wholly-owned facilities, contracted facilities, pharmacies, wholesalers, and distribution centers (individually a “Facility” or collectively “Facilities”).  Products that may be obtained through Covetrus Facilities include but are not limited to, medications to be dispensed according to the Practice’S prescription orders to the Practice’s customers, as well as manufactured prescription products for veterinary use.

B Adverse Event. Practice shall call Covetrus within twenty-four (24) hours of any report to the Practice of an adverse event or reaction to report such event. The report shall include the following: Drug name, drug strength, drug lot number, drug beyond-use date, dosage given, date of first exposure, date of last exposure, time between dose and reaction, description of reaction, pet owner name, pet owner contact information, and animal species.

C Recall. In the event of a recall, Covetrus shall notify the Practice in a timely manner in the event of a recall of compounded or other pharmaceutical Products. Any written notices will include the product name, affected lot number, expiration date, date dispensed, and instructions for disposition of the product and refund procedures.

16.2 Practice Obligations. Where enrolling in Home Delivery Services, the Practice represents and warrants the following:

A Compliance with Law. Practice is in compliance with all applicable laws, rules, and regulations governing the ordering, use, dispensing, and administration of all products, including Controlled Products, applicable in the jurisdiction in which the Practice is located;

B Controlled Products. Controlled Products purchased from Covetrus will only be administered and dispensed pursuant to applicable laws rules and regulations.

C Customer Relationship. Practice understands and agrees that the contractual relationship for the order is between the Practice and the Practice’s customer. Practice is responsible for all responsibility in the billing process, including the collection of monies, from the Practice’s customer.

D No Returns. Practice understands and agrees that returns from Practice’s customers will not be accepted by Covetrus, unless the return is related to a damaged product.

E Consent for Emails. Practice understands and agrees that it will obtain consent from Practice’s customers to allow Covetrus to send emails on Practice’s behalf.

16.3 Payment, Fees and Expenses. Where enrolling in Home Delivery Services, Practice assumes all responsibility for the billing process and collection of monies toward Practice’s customer. Practice shall pay the fees and expenses to Covetrus for the Services based on the Practice’s elections selected in the Application which are incorporated herein by reference.

16.4 Privacy Policy. By enrolling in Home Delivery, Practice shall be subject to the Terms of Use and Privacy Policy that is available at covetrus.co.uk/privacy-policy which Covetrus may update from time to time.

16.5 Authorized Users. Practice shall maintain an updated list of authorized users who are able to act on behalf of the Practice and more specifically those authorized to manage prescriptions authorized by Practice.

16.6 Confidential Information. In regard to Home Delivery Services, the Parties acknowledge that this relationship is one of high trust and confidence and that in the course of Covetrus’ service to Practice, the Parties will have access to and contact with each other’s i The Parties agree to restrict access to such information to those of its respective employees, affiliates, professional advisors and agents whom it reasonably determines have a need to know such information, including as set forth above, and who are subject to written confidentiality obligations. The Parties acknowledge that this Agreement is confidential and shall not be shared with any third party.

16.9 GDPR Addendum. By enrolling in Home Delivery Services, the Parties agree to and acknowledge the terms of the Data Processing Agreement set forth below:

17. Data Processing Agreement

Whereby a Practice enrols in Home Delivery Services, the following shall apply:

17.1 Introduction

(A) Processor Covetrus is a company providing technology solutions and products to the animal health industry.

(B) Under the standard terms of the Home Delivery Services agreement set forth above, Processor has agreed to provide certain professional services to Controller with respect to provision of veterinary home delivery services by Processor to Controller’s veterinary practice customers.

(C) The parties would like to document their obligations in light of the Data Protection Regulation.

17.2 Definitions

  • Data Protection Legislation: the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy.
  • Privacy Policy: the Covetrus Privacy Policy online https://www.covetrus.co.uk/privacy-policy/
  • Territory: UK
  • UK Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any successor legislation.

17.3 Data protection

  • 17.3.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 17.3.1 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. In this clause 17.3.1 Applicable Laws means (for so long as and to the extent that they apply to Covetrus) the law of the European Union, the law of any member state of the European Union, the UK Data Protection Legislation and any other data protection rule or law that applies in the Territory.
  • 17.3.2 The parties acknowledge that for the purposes of the Data Protection Legislation, Controller is the data controller and Processor is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). The Privacy Policy sets out the scope, nature and purpose of processing by Covetrus, the duration of the processing and the types of personal data (as defined in the Data Protection Legislation, Personal Data) and categories of Data Subject.
  • 17.3.3 Without prejudice to the generality of clause 17.3.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Covetrus for the duration and purposes of this agreement.
  • 17.3.4 Without prejudice to the generality of clause 17.3.1 Covetrus shall, in relation to any Personal Data processed in connection with the performance by Covetrus of its obligations under this agreement:
    • 17.3.5 process that Personal Data only in accordance with the Privacy Policy or otherwise on the written instructions of the Customer unless Covetrus is required by Applicable Laws to otherwise process that Personal Data. Where Covetrus is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, Controller shall promptly notify the data subject of this before allowing Covetrus to perform the processing required by the Applicable Laws unless those Applicable Laws prohibit Controller from so notifying the data subject;
    • 17.3.6 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures are set out in the Privacy Policy);
    • 17.3.7 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
    • 17.3.8 transfer any Personal Data outside of the European Economic Area only in accordance with the Privacy Policy, or for any transfers to USA, Vendor shall ensure that adequate data transfer mechanisms are in place to ensure compliance with the Applicable Laws and the protection of Personal Data; and
    • 17.3.9 assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
    • 17.3.10 notify the Customer without undue delay on becoming aware of a Personal Data breach;
    • 17.3.11 at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and
    • 17.3.12 maintain complete and accurate records and information to demonstrate its compliance with this agreement and allow for audits by the Customer or the Customer’s designated auditor.

17.4 The Customer consents to Covetrus appointing third parties to process Personal Data under this agreement, the identity of which Covetrus will notify to the Customer from time to time. Covetrus confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this agreement. As between the Customer and Covetrus, Covetrus shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 4.

17.5 Either party may, at any time on not less than 30 days’ notice, revise this agreement by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

17.6 This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales and the parties submit to the exclusive jurisdiction of the English courts.

CUSTOMER AGREEMENT TECHNOLOGY SERVICES

Whereby a Practice enrols in InsightOne Consultancy Services, the following shall apply:

This Customer Agreement Technology Services (“Agreement”) will become binding on the customer set forth in the signature below (the “Customer”) and Covetrus, Inc. on behalf of itself and its affiliates including UK AH Animal Health (PVT) Ltd t/a Covetrus and Veterinary Solutions Ltd (“Covetrus”) upon (1) signature by Customer, signed by the Customer, (2) returned to Covetrus and (3) if the Customer has made any amendments to the Schedule, Covetrus has indicated that it accepts such amendments to the Schedule. The terms  of this Agreement shall prevail over any inconsistent terms or conditions contained in or  referred to in any Customer purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.  Each can be described as a “party” and together the “parties”.

PRELIMINARY

  1. Consent to Use. The Customer acknowledges and consents to allow Covetrus to access all required Customer data from the Services to provide Technology Services to Customer. The parties understand and acknowledge that all use of the Customer data and provision of Technology Services shall be subject to the relevant Terms of Service and the Covetrus privacy policy set forth at https://www.covetrus.co.uk/privacy-policy.
  1. Intellectual Property Rights.  The Customer acknowledges that all Intellectual Property Rights in the Technology Services, including updates, and related documentation shall belong to Covetrus or the relevant third-party owners (as the case may be), and the Customer shall have no rights in or to the Technology Services, other than the right to use them in accordance with the terms of this Agreement. Covetrus undertakes at its own expense to defend the Customer or, at its option, settle any claim or action brought against the Customer alleging that the possession or use of the Technology Services (or any part thereof) in accordance with the terms of this Agreement if this agreement infringes the UK Intellectual Property Rights of a third party (“Claim”) and shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses incurred by or awarded against the Customer as a result of or in connection with any such Claim. For the avoidance of doubt, this clause shall not apply where the Claim in question is attributable to possession, alteration, modification or use of the Technology Services (or any part thereof) by the Customer other than in accordance with the terms of this agreement, use of the Technology Services in combination with any hardware or software not supplied or specified by Covetrus if the infringement would have been avoided by the use of the Technology Services not so combined, use of a non-current release of the Technology Services or any breach by the Customer of the terms of this agreement or any customer agreement or license related to the Services.
  1. Third Party IP Claims If any third party makes a Claim, or notifies an intention to make a Claim against the Customer, Covetrus’s obligations are conditional on the Customer: (a) as soon as reasonably practicable, giving written notice of the Claim to Covetrus, specifying the nature of the Claim in reasonable detail; (b) not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of Covetrus (such consent not to be unreasonably conditioned, withheld or delayed); (c) giving Covetrus and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Customer, so as to enable Covetrus and its professional advisers to examine them and to take copies (at Covetrus’s expense) for the purpose of assessing the Claim; and (d) taking such action as Covetrus may reasonably request to avoid, dispute, compromise or defend the Claim.  If any Claim is made, or in Covetrus’s reasonable opinion is likely to be made, against the Customer, Covetrus may at its sole option and expense: (a) procure for the Customer the right to continue to use the Technology Services (or any part thereof) in accordance with the terms of this agreement; (b) modify the Technology Services that it ceases to be infringing; or (c) terminate the Technology Services by notice in writing to the Customer Notwithstanding any other provision in this agreement, this shall not apply to the extent that any claim or action referred to in that clause arises directly or indirectly through t breach by Customer. Clause 2 and 3 constitutes the Customer’s exclusive remedy and Covetrus’s only liability in respect of Claims and, for the avoidance of doubt, is subject to clause 4.
  1. Confidentiality.  The Technology Services provided by Covetrus to the Customer contains confidential   information of Covetrus. The Customer shall take all such steps as shall be necessary to protect Covetrus’s Intellectual Property Rights and confidential information in the Technology Services and without prejudice to the generality of the foregoing shall not copy or reproduce the same nor distribute sell or disclose the contents of the same to any third party without the prior written consent of Covetrus.  The Customer undertakes to Covetrus to make its Affiliates, employees, agents and sub- contractors aware of the provisions of this clause and to use its best endeavours to ensure compliance by its said Affiliates, employees, agents and sub-contractors with the obligations set out in herein.
  1. Customer Obligations.  Customer undertakes to Covetrus throughout the term of this agreement: (a) to grant Covetrus including its employees, agents and sub-contractors such reasonable access to the data from the Services and the Technology Services as it shall from time to time require to perform its obligations under this agreement; and (b) to make available at the data as Covetrus shall reasonably require in order to discharge its obligations hereunder. Customer shall provide all information reasonably necessary to enable Covetrus to comply with its obligations under this clause. Customer accepts responsibility for the selection of the Technology Services to achieve its intended results and acknowledges that the Technology Services have not been developed to meet the individual requirements of the Customer.
  1. Covetrus Obligations; No Warranty. Covetrus shall have no liability to remedy a breach of warranty where such breach arises as a result of: (a) the improper use operation of the Technology Services; (b) the Customer’s use of or reliance upon the Technology Services for any purpose, including any Customer damages resulting from the use of the Technology Services;  (c) the failure by the Customer to implement proper recommendations in respect of or solutions to faults previously advised by Covetrus; (d) any repair, adjustment, alteration, amendment or modification of the Technology Services  by any person other than Covetrus without Covetrus’s prior written consent; (e) any breach by the Customer of any of its obligations under this Agreement; or (f) the use of items not supplied or manufactured by Covetrus or on its behalf in conjunction with the Technology Services. Covetrus does not warrant that the use of the Technology Services will be uninterrupted or error-free. All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care. The Customer acknowledges and agrees that Covetrus gives no warranty to the Customer in respect of the Technology Services.
  1. LIMITATION OF LIABILITY. THE CUSTOMER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS CLAUSE. Except as expressly stated herein; (a) Covetrus shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential (including loss or damage suffered by the Customer as a result of an action brought by a third party), and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories: (i) special damage even if Covetrus was aware of the circumstances in which such special damage could arise; (ii) loss of profits; (iii) loss of anticipated savings; (iv) loss of business opportunity; (v) loss of goodwill; (vi) loss or corruption of data; (vii) loss of contract; (viii) loss of use, provided that this clause shall not prevent claims for loss of or damage to the Customer’s tangible property that fall within the terms of clause 7(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (viii) inclusive of this clause 7(a).  The total liability of Covetrus, whether in contract, tort (including negligence) or otherwise      and whether in connection with this agreement or any collateral contract, shall in no circumstances exceed a sum equal to (i) fees paid for the Technology Services; or or (ii) £500,000 (five hundred thousand pounds) (whichever is lower). The Customer agrees that, in entering into this Agreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this agreement) that it shall have no remedy in respect of such representations and (in either case) Covetrus shall have no liability in any circumstances otherwise than in accordance with the express terms of this agreement; unless otherwise set forth herein, Covetrus shall have no liability to the Customer in respect of any liability unless the Customer shall have served written notice of the same upon Covetrus within 2 (two) months of the date it became aware of the circumstances giving rise to the liability or the date when it ought reasonably to have become so aware. The exclusions set forth herein shall apply to the fullest extent permissible at law, but Covetrus does not exclude liability for: (a) death or personal injury caused by the negligence of Covetrus, its officers, employees, contractors or agents; (b) fraud or fraudulent misrepresentation; (c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or (d) any other liability which may not be excluded by law. All references to “Covetrus” in this clause shall, for the purposes of this clause be treated as including Covetrus and its Affiliates and both their employees, subcontractors and suppliers, all of whom shall have the benefit of the exclusions and limitations of liability set out herein. Nothing in this clause shall confer any right or remedy upon the Customer to which it would not otherwise be legally entitled.
  1. Termination. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party for any reason.  Upon termination for any reason: (a) all rights granted to the Customer under this agreement shall cease; (b) the Customer shall cease all activities authorised by this agreement; (c) the Customer shall immediately pay any outstanding unpaid invoices and interest due to  Covetrus. Covetrus shall submit invoices for any sums due to Covetrus under this agreement, but for which no invoice has been submitted, and the Customer shall pay these invoices immediately on receipt; and the Customer shall immediately destroy or return to Covetrus (at Covetrus’s option) all copies of any reports or login access to Technology Services then in its possession, custody or control and, in the case of destruction, certify to Covetrus that it has done so.
  1. Use; Confidentiality. Customer may not share login access credentials, passwords, or any data or reports from the Services or Technology Services provided by Covetrus with any third party.  Technology Services are provided for Customers own internal use only. Each party shall, during the term of this agreement and thereafter, keep confidential       all, and shall not use for its own purposes (other than implementation of this agreement) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information (written or oral) of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this agreement, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information (including by its employees, agents and sub-contractors).
  1. Waiver.  The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.
  1. Notices. Any notice request instruction or other document to be given hereunder may be sent by first class post of the other party set out in this agreement (or such other address as may have been notified) and any such notice or other document shall be deemed to have been served, if delivered personally, at the time of delivery and, if sent by post, upon the expiration of 48 hours after posting provided that if the date of deemed service is not a working day, such notice shall be deemed to have been served on the next following working day.
  1. Indemnity and Serverability. If any provision of this agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.
  1. Entire Agreement. This agreement constitutes the entire agreement between the the parties related to the Technology Services. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
  1. Successors. This agreement shall be binding upon and enure for the benefit of the successors in title of the parties hereto.
  1. Rights of Parties.  Covetrus and the entities may enforce the terms of this agreement subject to and in accordance with this clause 21, this agreement and the Contracts (Rights of Third Parties) Act 1999. It is agreed that it is intended to confer a benefit on Covetrus and its Affiliates and both their employees, subcontractors and suppliers by making the exclusions and limitations of liability available to them in accordance with this agreement, provided that the rights of such Affiliates, employees, subcontractors and suppliers under this agreement shall only be enforceable by Covetrus on their behalf. Covetrus will owe no duty to them to enforce such rights and it may conduct or compromise any relevant proceedings as it sees fit. For the avoidance of doubt, Covetrus, Inc. (the “Parent”), any subsidiaries of Covetrus and any subsidiaries of the Parent, may, at the direction of Covetrus or the Parent, exercise any of the rights, or assume any of the duties, of Covetrus hereunder, provided that Covetrus shall be responsible for the performance of, and the adherence to this agreement by the Parent, any subsidiaries of Covetrus and any subsidiaries of the Parent (as relevant). Except as provided herein, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act  1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any person that is not a party to this agreement.
  1. Assignment and Subcontract. The Customer shall not: (a) be entitled to assign, transfer, charge, sub-contract, sub-license, novate or otherwise dispose of (including by means of holding the benefit of the same on trust for any third party) this agreement nor all or any of its rights and obligations hereunder; (b) allow the Licensed Program Materials to become the subject of any charge, lien or encumbrance; or (c) deal in any other manner with any or all of its rights and obligations under this agreement without the prior written consent of Covetrus. Covetrus shall be entitled to assign, transfer, charge, sub-contract, sub-license, novate or deal in any other manner with any or all of its rights and obligations under this agreement in its entire discretion and the Customer shall on request by Covetrus execute a novation agreement in respect thereof in such form as Covetrus shall require. Notwithstanding the foregoing, a party assigning any or all of its rights under this agreement may disclose to a proposed assignee any information in its possession that relates to this agreement or its subject matter, the negotiations relating to it and the other party which is reasonably necessary to disclose for the purposes of the proposed assignment, provided that no disclosure pursuant to this clause shall be made until notice of the identity of the proposed assignee has been given to the other party.
  1. VAT. Save insofar as otherwise expressly provided all amounts stated in this Agreement are expressed exclusive of value added tax and any value added tax arising in respect of any supply made hereunder shall on the issue of a valid tax invoice in respect of the same be paid to the party making such supply by the party to whom it is made in addition to any other consideration payable therefor.
  1. Headings. Headings to clauses in this agreement are for the purposes of information and identification only and shall not be construed as forming part of this agreement.
  1. No Partnership or Agency. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
  1. Joint and Several Liability. All agreements on the part of the Customer which comprises more than one person or entity shall be joint and several and the neuter singular gender throughout this agreement shall include all genders and the plural and the successors in title to the Customer.
  1. Law.  This agreement shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the non-exclusive jurisdiction of the English courts.

Data Protection Addendum

This Data Protection Addendum (“Addendum”) forms part of the Customer Agreement Technology Services (“Master Agreement”) between: (i) Covetrus, Inc. on behalf of itself and its affiliates including UK AH Animal Health (PVT) Ltd t/a Covetrus and Veterinary Solutions Ltd (“Covetrus”) acting on its own behalf and as agent for each Covetrus Affiliate; and (ii) the Customer set forth in the signature of the Master Agreement (“Customer”) acting on its own behalf and as agents for each Customer Affiliate.

The terms used in this Addendum shall have the meanings set forth in this Addendum.  Capitalized terms not otherwise defined herein shall have the meaning given to them in the Master Agreement.  Except as specifically modified below, the terms of the Master Agreement shall remain in full force and effect.

In consideration of the mutual obligations set out herein, the parties hereby agree that the terms and conditions set out below shall be added as an Addendum to the Master Agreement. Except where the context requires otherwise, references in this Addendum to the Master Agreement are to the Master Agreement as amended by, and including, this Addendum.

  1. Definitions
  1. 1 In this Addendum, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly:
    1. “Applicable Laws” means (a) Data Protection Act 2018; and (b) any domestic laws by which Covetrus is subject;
    2. “Customer Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with, Customer.  For purposes of the foregoing, “control” means the ownership of (i) greater than fifty percent (50%) of the voting power to elect directors, or (ii) greater than fifty percent (50%) of the ownership interests;
    3. “Customer Group Member” means Customer or any Customer Affiliate;
    4. “Customer Personal Data” means any Personal Data Processed by a Contracted Processor on behalf of a Customer Group Member pursuant to or in connection with the Master Agreement;
    5. “Contracted Processor” means Covetrus or a Subprocessor;
    6. “Data Protection Laws” means EU Data Protection Laws, including, but not limited to EU 95/46/EC, the Data Protection Act 2018, including as transposed into domestic legislation of each Member State and as Amended, replaced or superseded from time to time including by the UK GDPR, including any laws implementing or supplementing the UK GDPR, including within the United Kingdom or any other jurisdiction;
    7. “Services” means the services and other activities to be supplied to or carried out by or on behalf of Covetrus for Customer Group Members pursuant to the Master Agreement;
    8. “Subprocessor” means any person (including any third party and any Covetrus Affiliate, but excluding an employee of Covetrus or any of its sub-contractors) appointed by or on behalf of Covetrus or any Covetrus Affiliate to Process Personal Data on behalf of any Customer Group Member in connection with the Master Agreement; and
    9. “UK GDPR” means UK General Data Protection Regulation, which came into effect 1 January 2021 and is Part 2 of the Data Protection Act 2018;
    10. “Covetrus Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with, Covetrus.  For purposes of the foregoing, “control” means the ownership of (i) greater than fifty percent (50%) of the voting power to elect directors, or (ii) greater than fifty percent (50%) of the ownership interest.
  2. The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing”, “Processor” and “Supervisory Authority” shall have the same meaning as in relevant data protection laws, and their cognate terms shall be construed accordingly.
  3. The word “include” shall be construed to mean include without limitation, and cognate terms shall be construed accordingly.
  1. Authority. To the extent that Covetrus processes Personal Data pursuant to the Master Agreement and this Addendum, each party acknowledges that, for the purpose of Data Protection Laws, Customer is the Controller of the Personal Data and Covetrus is the Processor.
  1. Processing of Customer Personal Data. Covetrus and each Covetrus Affiliate shall:
  • Comply with all applicable Data Protection Laws in the Processing of Customer Personal Data applicable to Covetrus’ provision of Services under the Master Agreement; and
  • not Process Customer Personal Data other than pursuant to the Master Agreement, or on the relevant Customer Group Member’s documented instructions unless Processing is required by Applicable Laws to which the relevant Contracted Processor is subject, in which case Covetrus or the relevant Covetrus Affiliate shall to the extent permitted by Applicable Laws inform the relevant Customer Group Member of that legal requirement before the relevant Processing of that Personal Data.
  • Each Customer Group Member:
  • Instructs Covetrus and each Covetrus Affiliate (and authorises Covetrus and each Covetrus Affiliate to instruct each Subprocessor) to:
  • Process Customer Personal Data; and
  • In particular, transfer Customer Personal Data to any country or territory, as reasonably necessary for the provision of the Services and consistent with the Master Agreement; and
  • Warrants and represents that it is and will at all relevant times remain duly and effectively authorised to give the instruction set out in section 3.2.1 on behalf of each relevant Customer Affiliate.
  • Annex 1 to this Addendum sets out certain information regarding the Contracted Processors’ Processing of the Customer Personal Data as required by Article 28 of the UK GDPR (and, possibly, equivalent requirements of other Data Protection Laws). 
  • Covetrus and Covetrus Affiliate Personnel. Covetrus and each Covetrus Affiliate shall take reasonable steps designed to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Customer Personal Data, in each case limiting access to those individuals who need to know/access the relevant Customer Personal Data, as necessary for the purposes of the Master Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the Contracted Processor, and subjecting all such individuals to confidentiality undertakings or professional or statutory obligations of confidentiality.
  • Security. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Covetrus and each Covetrus Affiliate shall in relation to the Customer Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the UK GDPR. In assessing the appropriate level of security, Covetrus and each Covertus Affiliate shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.
  • Subprocessing
  • Each Customer Group Member authorises Covetrus and each Covetrus Affiliate to appoint (and permit each Subprocessor appointed in accordance with this Section 6 to appoint) Subprocessors in accordance with this Section 6 and any restrictions in the Master Agreement.
  • Covetrus and each Covetrus Affiliate may continue to use those Subprocessors already engaged by Covetrus or any Covetrus Affiliate as at the date of this Addendum, subject to Covetrus and each Covetrus Affiliate in each case as soon as practicable meeting the obligations set out in Section 6.5.
  • Covetrus shall give Customer prior written notice of the appointment of any new Subprocessor, including full details of the Processing to be undertaken by Subprocessor.  If, within 7 days of receipt of that notice, Customer notifies Covetrus in writing of any objections (on reasonably grounds) to the proposed appointment:
  • Covetrus shall work with Customer in good faith to make available a commercially reasonable change in the provision of the Services which avoids the use of that proposed Subprocessor; and
  • Where such a change cannot be made within 45 days from Covetrus’ receipt of Customer’s notice, notwithstanding anything in the Master Agreement, Customer may by written notice to Covetrus with immediate effect terminate the impacted services to the extent that it relates to the Services which require the use of the proposed Subprocessor.
  • On termination of the impacted services, pursuant to Section 6.3.2, Customer shall be liable for any contracted fees or charges for the remainder of the term of the Master Agreement and any Order Forms thereunder.
  • With respect to each Subprocessor, Covetrus or the relevant Covetrus Affiliate shall:
  • Before the Subprocessor first Processes Customer Personal Data (or, where relevant, in accordance with section 6.2), carry out adequate due diligence to ensure that the Subprocessor is capable of providing the level of protection for Customer Personal Data required by the Master Agreement;
  • Ensure that the arrangement between on the one hand (a) Covetrus, or (b) the relevant Covetrus Affiliate, or (c) the relevant intermediate Subprocessor; and on the other hand the Subprocessor, is governed by a written contract including terms which offer at least the same level of protection for Customer Personal Data as those set out in this Addendum and meet the requirements of Article 28(3) of the UK GDPR; and
  • Provide to Customer for review such copies of the Contracted Processors’ agreements with Subprocessors (which may be redacted to remove confidential commercial information not relevant to the requirements of this Addendum) as Customer may request from time to time.
  • Covetrus and each Covetrus Affiliate shall ensure that each Subprocessor performs the obligations under Sections 3.1, 4, 5, 7.1,8.2, 9 and 11.1, as they apply to Processing of Customer Personal Data carried out by the Subprocessor, as if it were party to this Addendum in place of Covetrus.
  • Data Subject Rights
  • Taking into account the nature of the Processing, Covetrus and each Covetrus Affiliate shall assist each Customer Group Member by implementing appropriate technical and organisational measures, insofar as this is possible, to assist the Customer Group Members’ obligations, as reasonably understood by Customer, to respond to requests to exercise Data Subject rights under the Data Protection Laws.  Covetrus may apply an additional charge or charges, distinct from any charges or fees payable by Customer under the Master Agreement, for the provision of assistance to Customer in responding to any Data Subject requests.  The charge or charges associated with any assistance shall be at Covetrus’ discretion, however they shall be proportionate to any level of assistance and effort expended by Covetrus.
  • Covetrus shall:
  • Promptly notify Customer upon becoming aware of any Contracted Processor having received a request from a Data Subject under any Data Protection Law in respect of Customer Personal Data; and
  • Ensure that the Contracted Processor does not respond to that request except on the documented instructions of Customer or the relevant Customer Affiliate or as required by Applicable Laws to which the Contracted Processor is subject, in which case Covetrus shall to the extent permitted by Applicable Laws inform Customer of that legal requirement before the Contracted Processor responds to the request.
  • Personal Data Breach
  • Covetrus shall notify Customer without undue delay upon Covetrus or any Subprocessor becoming aware of a Personal Data Breach affecting Customer Personal Data, providing Customer with sufficient information to allow each Customer Group Member to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
  • Covetrus shall co-operate with Customer and each Customer Member Group and take such reasonable commercial steps to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
  • Data Protection Impact Assessment and Prior Consultation. Covetrus and each Covetrus Affiliate shall provide reasonable assistance to each Customer Group Member with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Customer reasonably considers to be required of any Customer Group Member by Article 35 or 36 of the UK GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Customer Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.
  1. Deletion or return of Customer Personal Data
  1. The deletion, return or other treatment of Customer Personal Data on termination of the Master Agreement shall be managed in accordance with the terms of the Master Agreement.
  1. Each Contracted Processor may retain Customer Personal Data to the extent required by Applicable Laws and only to the extent and for such period as required by Applicable Laws and always provided that Covetrus and each Covetrus Affiliate shall ensure the confidentiality of all such Customer Personal Data and shall ensure that such Customer Personal Data is only Processed as necessary for the purpose(s) specified in the Applicable Laws or the Master Agreement requiring its storage and for no other purpose.
  1. Audit Rights
  1. Subject to sections 11.2 to 11.3, Covetrus and each Covetrus Affiliate shall make available to each Customer Group Member on request all information necessary to demonstrate compliance with this Addendum, and shall allow for and contribute to audits, including inspections, by any Customer Group Member or an auditor mandated by any Customer Group Member in relation to the Processing of the Customer Personal Data by the Contracted Processors.
  1. Information and audit rights of the Customer Group Members only arise under section 11.1 to the extent that the Master Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protections Laws (including, where applicable….)
  1. Customer or the relevant Customer Affiliate undertaking an audit shall give Covetrus or the relevant Covetrus Affiliate reasonable notice of any audit or inspection to be conducted under section 11.1 and shall make (and ensure that each of its mandated auditors makes) reasonable endeavors to avoid causing (or, if it cannot avoid, to minimise) any damage, injury or disruption to the Contracted Processors’ premises, equipment, personnel and business while its personnel are on those premises in the course of such an audit or inspection.  A Contracted Processor need not give access to its premises for the purposes of such an audit or inspection:
  1. Customer or the relevant Customer Affiliate undertaking and audit reasonably considers necessary because of genuine concerns as to the Covetrus’ or the relevant Covetrus Affiliate’s compliance with this Addendum;
  1. A Customer Group Member is required or requested to carry out by Data Protection Law, a Supervisory Authority or any similar regulatory authority responsible for the enforcement of Data Protection Laws in any country or territory,

Where Customer or the relevant Customer Affiliate undertaking an audit has identified its concerns or the relevant requirement or request in its notice to Covetrus or the relevant Covetrus Affiliate of the audit or inspection.

  1. Save for any disclosures required for compliance with Data Protection Laws, Customer undertakes to keep, and ensure its auditors and Customer Affiliates keep, all results or findings from any audit confidential and shall indemnify Covetrus against any and all losses incurred by Covetrus as a result of any breach of this section 11.4.
  1. Survival. Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
  1. General Terms

Governing law and jurisdiction

  1. The parties to this Addendum hereby submit to the choice of jurisdiction stipulated in the Master Agreement with respect to any disputes or claims howsoever arising under this Addendum, including disputes regarding its existence, validity, termination or the consequences of its nullity and all non-contractual or other obligations arising out of or in connection with it.

Order of precedence

  1. Nothing in this Addendum reduces Covetrus’ or any Covetrus Affiliate’s obligations under the Master Agreement in relation to the protection of Personal Data or permits Covetrus or any Covetrus Affiliate to Process (or permit the Processing of) Personal Data in a manner which is prohibited by the Master Agreement.
  1. Subject to section 12.1, with regard to the subject matter of this Addendum, in the event of inconsistencies between the provisions of this Addendum and any other agreements between the parties, including the Master Agreement and including (except where explicitly agreed otherwise in writing, signed on behalf of the parties) agreements entered into or purported to be entered into after the date of this Addendum, the provisions of this Addendum shall prevail.

Severance

  1. Should any provision of this Addendum be invalid or unenforceable, then the remainder of this Addendum shall remain valid and in force.  The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained herein.

ANNEX 1:

  Description of processing  
 Duration of processingCustomer Personal Data shall be processed for the duration of the term, as specified in the Master Agreement.
  Nature of processingThe provision of services, as specified in the Master Agreement, may result in processing of data in at least the following manner: Collection, Storage, Recording, Organising, Making available, Combining, Blocking, Making anonymous, Erasure and deletion, AnalysingAnalysing System UseProviding statistics
  Purpose of processingProvision of Customer data designed to assist Customer with various benchmarking activities, including but not limited to comparing Customer’s practice metrics to metrics of other practices.
Personal Data
  Data subjects  Customer customers  
  Data categories    NameContact detailsLocation data

Competitions

“AHDA Hamper Giveaway”

Conditions of entry

The competition is open to residents of the United Kingdom aged 18 years or over, not including employees of AH UK ANIMAL HEALTH (PVT) LTD, T/A Covetrus and their close relatives and anyone otherwise connected with the organisation or judging of the competition.

Closing date for entry will be 13th January 2022. After this date the no further entries to the competition will be permitted.

The rules of the competition and how to enter are as follows:

– Only one winner will be drawn

– You are automatically entered into our prize draw by providing your details to one of our Customer Relationship Managers at the AHDA Conference 2022.

– There is no entry fee and no purchase necessary to enter this competition.

– By entering this competition, an entrant is indicating his/her agreement to be bound by these terms and conditions.

– Only one entry will be accepted per person. Multiple entries from the same person will be disqualified.

4. The prize is as follows:

– A Hamper worth £50

5. The prize is as stated and no cash or other alternatives will be offered. The prizes are not transferable. Hamper contents are subject to availability and we reserve the right to substitute any item with another of equivalent value without giving notice.

6. Winners will be chosen from all entries received and verified by Promoter and or its agents

7. The winner will be notified by email within 28 days of the closing date. If the winner cannot be contacted or does not claim the prize within 14 days of notification, we reserve the right to withdraw the prize from the winner and pick a replacement winner.

8. The promoter will notify the winner when and where the prize can be collected / is delivered.

9. The winner agrees to the use of their name and image in any publicity material, as well as their entry. Any personal data relating to the winner or any other entrants will be used solely in accordance with current European data protection legislation and will not be disclosed to a third party without the entrant’s prior consent.

10. The information provided will be used in conjunction with the following Privacy Policy found at https://www.covetrus.com/privacy-policy

“Voice of the customer”

Conditions of entry

  1. The prize draw is being run by AH UK ANIMAL HEALTH (PVT) LTD T/A Covetrus
  2. The prize draw is open to veterinary practices with an open account at Covetrus (Covetrus staff members are excluded from the draw).
  3. In entering the prize draw, you confirm that you are eligible to do so and eligible to claim any prize you may win.
  4. The prize draw is free to enter.
  5. 5 winners will be chosen at random to receive 1x £50 Amazon Gift Voucher, emailed to the address provided.

“WIN over £96 worth of Covetrus Patient Care products”

Free Prize Draw Terms and Conditions

  1. By entering the prize draw you are agreeing to these prize draw terms and conditions.
  2. The prize draw is being run by AH UK ANIMAL HEALTH (PVT) LTD T/A Covetrus

Eligibility to enter

  1. The prize draw is open to veterinary practices with an open account at Covetrus (Covetrus staff members are excluded from the draw).
  2. In entering the prize draw, you confirm that you are eligible to do so and eligible to claim any prize you may win.
  3. The prize draw is free to enter.

How to enter

  1. Download the Covetrus Essentials supplement

The prize

  1. The prize will be one a bundle of 20 Covetrus Essentials Patient Care products
  2. The winner will be drawn at random.
  3. The prize is non-exchangeable, non-transferable and no cash alternatives will be offered.
  4. Any product out of stock will be placed on backorder and will be shipped when in stock.
  5. We reserve the right to substitute prizes with another prize of equal or higher value if circumstances beyond our control make it necessary to do so.
  6. The decision of Covetrus regarding any aspect of the prize draw is final and binding and no correspondence will be entered into about it.

Winner announcement

  1. The winner will be notified on Monday 17th May via the email provided on our database and the prize will be shipped on or after Monday 17th May.

“Save or Get Paid”

Conditions of entry

  1. In order to be eligible for the ‘Save or get paid’ promotion, a Vet practice must register to be involved in the promotion via through the Covetrus website.
  2. Once registered, the Vet practice will be asked to provide Covetrus with invoices from the past three months for the full range of products they currently purchase from either NVS or MWI – including pharmaceuticals, human medicals, consumables and, where relevant, pet food. In order to qualify for the ‘Save or get paid’ promotion, the invoices must be dated from 2021 and include all items purchased by the Vet practices current wholesaler(s) – it cannot be a portion of an invoice or selected products only.  Note: these invoices will not be held by Covetrus and will be destroyed once the return quote has been provided to the Vet practice.
  3. Covetrus will provide the Vet practice with a comparative quote, showing the potential savings of switching wholesale supplier to Covetrus. Note, the demonstrated savings will not be product by product, but a combined total saving.
  4. If Covetrus cannot beat the total combined amount that the Vet practice paid for all pharmaceuticals, human medicals, consumables and pet food during those three months, Covetrus will provide the practice with free consumables products equaling the £ difference between the invoices and our quote. The choice of consumables products provided by Covetrus will be selected at Covetrus’ discretion and not at the Vet practices request.

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Covetrus

Covetrus is a global animal-health technology and services company supporting the companion, equine and large-animal veterinary markets. We put veterinarians at the center of everything we do, and work as a trusted extension of their healthcare team.

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