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In these Terms, when we say you or your, we mean both you and any entity you are authorised to represent (such as your employer). When we say we, us, or our, we mean VetDB Pty Ltd (ACN 633 636 343) T/A Vedi. We and you are each a Party to these Terms, and together, the Parties.
These Terms form our contract with you, and sets out our obligations as a service provider and your obligations as a customer. You cannot use our Services or loan the Equipment unless you agree to these Terms.
Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.
For questions about these Terms, or to get in touch with us, please email: hello@vedi.io.
These Terms were last updated on 12 March 2025.
Please read these Terms carefully before you accept. We draw your attention to:
A minimum period applies to these Terms, during which, you will not be able to terminate these Terms for convenience, and if you do, you are liable to pay us a fee;
These Terms do not intend to limit your rights and remedies at Law, including any of your Consumer Law Rights.
1.1 These Terms apply from the Commencement Date until the date that is the earlier of:
(a) the date on which you have returned the Equipment to us in Original Condition (as reasonably determined by us); or
(b) the date on which these Terms are terminated,
(Term)
2.1 We will provide the Services in accordance with these Terms, whether ourselves or through our Personnel, at no cost to you except as otherwise specified in these Terms.
2.2 Notwithstanding clause 1.1, you agree that we may vary the Services at any time, by providing 30 days’ written notice to you (Variation Notice Period). If you do not agree to any amendment made to the Services, you may, before the end of the Variation Notice Period, terminate these Terms by giving us 30 days’ notice in writing, in which case, the proposed variation will not come into effect and clause 9.3 will apply.
Delivery of the Equipment
2.3 We are responsible for delivering the Equipment to you, and we will use reasonable endeavours to deliver the Equipment by the time agreed between the Parties. Risk in the Equipment will pass to you once we have delivered the Equipment to the agreed delivery location. We will be responsible for the costs of delivery.
Operating the Equipment
2.4 You will be responsible for the cost of operating the Equipment, including the cost of any consumables.
2.5 We will be responsible for the cost of maintaining and servicing the Equipment. You will be responsible for the costs of any repairs to the Equipment (including the cost of replacement parts) because of your improper or negligent use of the Equipment, which will be a debt due and immediately payable to us.
2.6 We will take out and maintain, for the duration of the Term, insurance sufficient to cover the full replacement value of the Equipment in the event of loss or damage.
2.7 You agree to (and to the extent applicable, ensure that your Personnel agree to):
(a) comply with these Terms, all applicable Laws, our reasonable requests, and any operating instructions for the Equipment;
(b) contact us immediately if there is any damage to or defects in the Equipment;
(c) ensure that any person using the Equipment is properly qualified or trained to safely do so;
(d) not allow anyone to interfere or otherwise tamper with the Equipment;
(e) not allow any third party to conduct repairs or maintenance on the Equipment without our prior consent;
(f) pay us the cost of the Equipment (as a debt due and immediately payable) where their loss, theft, damage or destruction occurs;
(g) protect and maintain the Equipment in the Original Condition; and
(h) keep the Equipment in your custody and control at all times, and not sublease, rent, sell or otherwise transfer the Equipment to any other person.
Returning the Equipment
2.8 You must return the Equipment to us in the Original Condition at the time agreed between the Parties, or if no time is specified, upon termination or expiry of these Terms.
2.9 If you fail to return the Equipment within the specified 30-day period, or have not made the Equipment available for our collection at the agreed time (if we have elected to collect the Equipment, in our sole discretion), then we may charge you the Equipment Non-Return Fee of $99 (excl. GST) per month until the Equipment is returned.
2.10 You agree that the Equipment Non-Return Fee is a reasonable estimate of the ongoing costs and losses we may suffer or incur as a result of your failure to return the Equipment to us in a timely manner.
2.11 You are responsible for the cost of returning the Equipment. However, we will reimburse you for reasonable return shipping costs upon receipt of proof of shipment.
3.1 Title in any Equipment leased to you will at all times remain with us, and you:
(a) take the Equipment as a bare bailee only;
(b) irrevocably appoint us to be your attorney to do all acts and things necessary to ensure our retention of title to the Equipment, including the registration of any security interest in our favour with respect to the Equipment; and
(c) must not allow any other person to have or acquire any security interest in the Equipment without our prior written consent.
4.1 This Equipment loan is provided in conjunction with your separate agreement with the third party (Third Party Agreement) for the use of their software platform.
4.2 You acknowledge and agree that:
(a) the provision and continued use of the Equipment is contingent upon your maintaining an active and valid Third Party Agreement;
(b) upon termination or expiration of your Third Party Agreement for any reason, you must either return the Equipment as specified in clause 2.8 or continue to pay the Equipment Non-Return Fee as outlined in clause 2.9;
(c) we are not a party to the Third Party Agreement and are not responsible for any obligations, services, or support provided under that agreement;
(d) any issues or disputes arising from the use of the software platform should be addressed directly with the third party in accordance with the Third Party Agreement;
(e) we may receive confirmation from the third party about the status of your Third Party Agreement, including its termination or expiration, which may affect these Terms.
4.3 You agree to promptly notify us of any changes to the status of your Third Party Agreement that may affect your use of the Equipment.
4.4 For clarity, while these Terms are linked to your Third Party Agreement, the Terms govern only the provision and use of the Equipment. The use of the associated software platform is governed solely by the Third Party Agreement.
5.1 You agree to pay any amounts that may become due under these Terms in accordance with the Payment Terms.
5.2 If any Equipment Non-Return Fee has not been made in accordance with the Payment Terms, we may (at our absolute discretion, and without prejudice to any of our rights or remedies under these Terms or at Law):
(a) after a period of 5 Business Days from the relevant due date, cease providing the Services, and recover, as a debt due and immediately payable from you, our reasonable additional costs of doing so (including all recovery costs);
(a) charge interest at a rate equal to the Reserve Bank of Australia’s cash rate, from time to time, plus 2% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the relevant due date in accordance with the Payment Terms; and/or
(b) enter any premises where the Equipment is stored or held, for the purpose of retrieving and taking possession of the Equipment, and you agree to provide any access, items and consents required to enable us to do so.
5.3 When applicable, GST payable will be clearly shown on our invoices. You agree to pay us an amount equivalent to the GST imposed on these charges. “GST” has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
6.1 Subject to clause 6.2, each Party must (and must ensure that its Personnel) keep confidential, and not use (except to perform its obligations under these Terms) or permit any unauthorised use of, information provided by the other Party, including information about these Terms and the other Party’s business and operations.
6.2 Clause 6.1 does not apply where the disclosure is required by Law or the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with these Terms and provided that the disclosing Party ensures the adviser complies with the terms of clause 6.1.
6.3 This clause 6 will survive the termination of these Terms.
7.1 Certain legislation, including the Australian Consumer Law, and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the supply of the Services by us to you which cannot be excluded, restricted or modified (Consumer Law Rights). To the extent that you maintain Consumer Law Rights at Law, nothing in these Terms excludes those Consumer Law Rights.
7.2 Subject to your Consumer Law Rights, we provide all material, work and services (including the Services) to you without conditions or warranties of any kind, implied or otherwise, whether in statute, at Law or on any other basis, except where expressly set out in these Terms.
7.3 This clause 7 will survive the termination or expiry of these Terms.
8.1 To the maximum extent permitted by law, you are liable for and you and agree to indemnify us and hold us harmless in respect of any Liability which we may suffer, incur or are otherwise liable for as a result of, or in connection with:
(a) any property loss or damage, death or personal injury, arising from or in connection with your improper or negligent use of the Equipment;
(b) any loss (including theft) of, or damage to, the Equipment when you are responsible for the risk in the Equipment;
(c) any failure to return the Equipment in its Original Condition; and
(d) all Liabilities suffered or incurred by us in repossessing or recovering the Equipment in accordance with these Terms.
8.2 Despite anything to the contrary but subject to your Consumer Law Rights, to the maximum extent permitted by Law:
(a) neither Party will be liable for Consequential Loss;
(b) a Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss; and
(c) (where our Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and
(d) our aggregate liability for any Liability arising from or in connection with these Terms will be limited to $1500.
8.3 This clause 8 will survive the termination or expiry of these Terms.
9.1 Either Party may terminate these Terms at any time by giving 30 days’ notice in writing to the other Party.
9.2 These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
(a) the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
(b) the Defaulting Party goes bankrupt, insolvent or is otherwise unable to pay its debts as they fall due.
9.3 Upon expiry or termination of these Terms:
(a) we will immediately cease providing the Services;
(b) without limiting and subject to your Consumer Law Rights, any payments made by you to us for Services already performed are not refundable to you;
(c) you are to pay any amounts due and payable under these Terms, including any Equipment Non-Return Fees;
(d) you must return the Equipment to us, or make the Equipment available for our collection (at our sole discretion), and grant us a right of access to your premises where the Equipment is located for this purpose;
(e) by us pursuant to clause 9.2, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including recovery fees); and
(f) we may retain your documents and information (including copies) to the extent required by Law or pursuant to any information technology back-up procedure, provided that we handle your information in accordance with clause 6.
9.4 Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.
9.5 This clause 9 will survive the termination or expiry of these Terms.
10.1 Amendment: Subject to clause 2.2, these Terms may only be amended by written instrument executed by the Parties.
10.2 Assignment: Subject to clauses 10.3 and 10.11, a Party must not assign, novate or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
10.3 Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.
10.4 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:
(a) as soon as reasonably practical, notifies the other Party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and
(b) uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.
Where the Force Majeure Event prevents a Party from performing a material obligation under these Terms for a period in excess of 60 days, then the other Party may by notice terminate these Terms, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under these Terms.
10.5 Further Assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to these Terms and their obligations under it.
10.6 Governing Law: These Terms are governed by the laws of Western Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Western Australia and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
10.7 Intellectual Property: Nothing in these Terms constitutes an assignment or transfer of a Party’s intellectual property rights to the other Party.
10.8 Notices: Any notice given under these Terms must be in writing addressed to the addresses set out in these Terms, or the relevant address last notified by the recipient to the Parties in accordance with this clause. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
10.9 Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
10.10 Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.
10.11 Subcontracting: We may subcontract the provision of any part of the Services without your prior written consent. We agree that any subcontracting does not discharge us from any liability under these Terms and that we are liable for the acts and omissions of our subcontractor.
10.12 Waiver: Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to these Terms does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right. A waiver must be in writing and will be effective only to the extent specifically stated.
In these Terms:
Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended, from time to time.
Business Day means a day on which banks are open for general banking business in Perth, Western Australia, excluding Saturdays, Sundays and public holidays.
Commencement Date means the date that is the date that you ask us to begin supplying the Services.
Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us the Equipment Non-Return Fee and any and any other amounts payable under these Terms will not constitute “Consequential Loss”.
Consumer Law Rights has the meaning given in clause 7.1.
Equipment means the hub device provided by us that sits in your veterinary practice, connects to our cloud, and interfaces via Bluetooth with a microchipped scanner, allowing pets to be scanned and registered upon arrival.
Equipment Non-Return Fee means the monthly fee charged if the Equipment is not returned as specified in these Terms.
Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.
Law means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with these Terms or the supply of the Services.
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise.
Original Condition means the Equipment being clean and free from damage or defect, and in the same condition in which we provided the Equipment to you, subject to fair wear and tear.
Payment Terms means the timings for payment of any amounts that may become payable under these Terms, as specified in clause 5.
Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.
Services means the provision and support of the Equipment, as described in these Terms.
Terms means these terms and conditions and any documents attached to, or referred to in, each of them.
Third Party Agreement means the separate agreement you have entered into with a third party for the use of the associated software platform.
In these Terms, unless the context otherwise requires:
(a) a reference to these Terms or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;
(b) a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;
(c) a reference to a person includes a natural person, body corporate, partnership, joint venture, association, government or statutory body;
(d) a reference to a party (including a Party) to a document includes that party’s executors, administrators, successors, permitted assigns;
(e) a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;
(f) a reference to time is to local time in Perth, Western Australia; and
(g) a reference to $ or dollars refers to the currency of Australia from time to time.
VetDB Pty Ltd ABN 66 633 636 343
Address
Level 32/152 Saint Georges Terrace,
Perth, 6000, Western Australia
