Terms of Service — Clinics — Zoravet Trust Center

This is Zoravet’s Master Subscription Agreement for clinic customers (Jensen Software, KvK 96526181). Per-clinic details (legal entity name, address, KvK number, contact person, pricing) are completed at signing via an Order Form. This Agreement incorporates two Schedules: Schedule 1, the Service Level Agreement, which is not published on this site (available to prospective and current customers on request or under NDA), and Schedule 2, the Data Processing Agreement, which is published here. Where this Agreement conflicts with the DPA on a data-protection matter, the DPA prevails.

1. Parties and the Agreement

This Master Subscription Agreement (the “Agreement”) is between:

Jensen Software, trading as Zoravet, KvK 96526181, Oanjelaan 32, 1421 AK Uithoorn, Netherlands (“Zoravet”, “we”, “us”); and
the veterinary clinic identified at signing (the “Customer”, “you”) — legal entity name, address, KvK number and contact person are completed at contract signing (e.g. in an Order Form or the sign-up flow); these are not a gap in this Agreement, just details that depend on which clinic is signing.

This Agreement governs the Customer’s subscription to the Zoravet clinic portal and supporting platform (the “Service”). It does not govern the pet-owner app, which has its own Terms of Service between Zoravet and the individual pet owner.

This Agreement incorporates the following Schedules, each of which forms part of it:

Schedule 1 — Service Level Agreement: availability, support, backup and recovery commitments. Not published publicly — provided to customers on request or under NDA.
Schedule 2 — Data Processing Agreement / verwerkersovereenkomst: the Art. 28 GDPR terms governing personal data Zoravet processes on the Customer’s behalf, including the sub-processor list (its Annex B). See the DPA.

If a Schedule conflicts with the body of this Agreement, the Schedule governs on the matters it specifically covers (availability/support for Schedule 1; data protection for Schedule 2); this Agreement governs everything else, including liability, term, fees and governing law.

2. Right to use / licence

The Service, the underlying software, and all associated intellectual property remain the sole property of Zoravet (or its licensors). Nothing in this Agreement transfers ownership of the Service to the Customer.
Subject to this Agreement and payment of the Fees, Zoravet grants the Customer a non-exclusive, non-transferable, non-sublicensable right to use the Service, for the Customer’s own internal veterinary-practice operations, for the Term.
The Customer must not (and must not permit anyone else to): resell, sublicense, or make the Service available to a third party outside its own clinic operations; reverse-engineer, decompile, or attempt to extract the source code except where the law mandates otherwise; circumvent tenant isolation or access another clinic’s data; or use the Service to build a competing product.

3. Fees, billing and payment

Fees. The subscription fees, billing cycle (e.g. monthly or annual), and any usage-based charges are set out in the Order Form / pricing schedule agreed with the Customer at signing.
Invoicing and payment terms. We invoice in advance for the billing cycle. Invoices are due within the payment term stated on the invoice (typically 14 or 30 days). Fees are exclusive of VAT/BTW unless stated otherwise.
Late payment. If an invoice is not paid by its due date, we may charge statutory commercial interest and reasonable collection costs under Dutch law, and may suspend access to the Service after giving written notice and a reasonable opportunity to cure (see section 10), until the overdue amount is paid.
Price changes. We may change the Fees for a future renewal term by giving the Customer at least 60 days’ notice before the change takes effect. If the Customer does not accept the new price, it may terminate the Agreement effective at the end of the then-current Term by giving notice before the change takes effect, without further liability other than fees already accrued.
VAT/BTW. For Customers established in the EU with a valid VAT identification number, we expect the reverse-charge mechanism to apply to these B2B services (0% Dutch VAT, VAT accounted for by the Customer); VAT is otherwise charged as required by law.
Fees are non-refundable except as expressly stated in this Agreement or the SLA (service credits).

4. Term and renewal

This Agreement starts on the date the Customer accepts it (e.g. by signing an Order Form or completing sign-up) and continues for the initial term stated at signing.
Auto-renewal. At the end of the initial term, and each renewal term thereafter, this Agreement automatically renews for a further term of the same length, unless either party gives written notice of non-renewal within the notice period stated in the Order Form (typically 30–60 days) before the end of the then-current term.
Fair renewal for small customers. Because some Customers may be a single-vet practice or sole trader that could be treated as consumer-like under Dutch reflexwerking doctrine, we keep renewal terms proportionate and cancellation straightforward for the smallest customers: no disproportionate notice periods, and a clear, working cancellation channel (email to support@zoravet.nl).

5. Warranties and disclaimers

We warrant that the Service will perform materially as described in our then-current documentation.
Except as expressly stated in this Agreement, the Service is provided without warranties of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by Dutch law.
The Service is a practice-management tool, not a substitute for veterinary judgment. The Customer’s veterinarians and staff remain solely responsible for all clinical decisions, diagnoses, treatment, and care provided to animals. Zoravet is not a veterinary provider and makes no warranty as to the clinical accuracy or completeness of any data the Customer’s staff enter into or view through the Service.

6. Intellectual property and data ownership

Platform IP. As between the parties, Zoravet owns all right, title and interest in the Service, the software, and all related intellectual property (see section 2). The Customer gets only the licence granted in section 2.
Customer Data. As between the parties, the Customer owns all data it or its clients submit to the Service (client, pet, dossier, appointment, messaging and financial records — “Customer Data”). Zoravet’s rights to process Customer Data are limited to what is necessary to provide the Service, as governed by Schedule 2 (the DPA).
Zoravet may use aggregated, anonymised data (that does not identify the Customer, its clients, or any individual) for product improvement and analytics.

7. Confidentiality

Each party must keep the other’s confidential information (including, for Zoravet, non-public product and security information, and for the Customer, its business information and Customer Data) confidential, use it only to perform this Agreement, and protect it with at least reasonable care.
This does not apply to information that is public, already known, independently developed, or required to be disclosed by law (in which case the disclosing party gives notice where legally permitted).
This obligation survives termination of this Agreement.

8. Acceptable use and suspension

The Customer must use the Service lawfully and in line with any Acceptable Use terms we publish, and must ensure its staff users do the same.
We may suspend access to the Service (in whole or for the affected users) where reasonably necessary: for non-payment (section 3); for a serious or repeated breach of this Agreement or acceptable use, including any attempt to access another clinic’s data; to prevent harm to the Service, other customers, or third parties; or as required by law. Where practical, we give notice and an opportunity to cure before suspending, except where the risk requires immediate action.
Suspension does not relieve the Customer of its payment obligations for the period covered, except where the suspension was caused by our own breach.

9. Data and exit

As between the parties, the Customer owns its Customer Data (section 6).
Export on demand. The Customer may request an export of its Customer Data in a usable format (CSV/JSON) at any time during the Term, at no additional charge for a reasonable number of requests per year.
Export and deletion on termination. On termination or expiry of this Agreement, we make Customer Data available for export in a usable format (CSV/JSON), and delete or return it per the process, timelines and fiscal-retention carve-outs set out in Schedule 2 (DPA section 4), within the off-boarding window defined there.
This section does not limit the Customer’s rights, or Zoravet’s obligations, under the DPA, which prevails on data-protection matters.

10. Term, breach and termination

Renewal and non-renewal are covered in section 4.
Termination for cause. Either party may terminate this Agreement with immediate effect by written notice if the other party: commits a material breach that is not cured within 30 days of written notice describing the breach; or becomes insolvent, is declared bankrupt, or ceases to trade.
Termination/suspension for non-payment. We may terminate this Agreement if an invoice remains unpaid more than 30 days after we have suspended the Service for non-payment under section 3 and given a further notice of intent to terminate.
Effect of termination. On termination: the Customer’s right to use the Service ends; accrued and unpaid Fees remain due; section 9 (data and exit) applies; and confidentiality (section 7), the liability provisions (section 11), and any other clause that by its nature should survive, continue to apply.

11. Limitation of liability

Nothing in this Agreement excludes or limits either party’s liability for gross negligence or wilful misconduct, for death or personal injury caused by negligence, or for any other liability that cannot be excluded or limited under Dutch law.
Subject to the above, each party’s total aggregate liability arising out of or in connection with this Agreement, in any calendar year, is capped at the total Fees paid or payable by the Customer in the 12 months preceding the event giving rise to the claim.
Subject to the above, neither party is liable for indirect, special, or consequential loss, including loss of profit, revenue, goodwill, or anticipated savings, even if advised of the possibility.
The service credits in Schedule 1 (SLA) are the Customer’s sole and exclusive remedy for a failure to meet the availability commitment there, subject to this section.
Zoravet is not liable for the Customer’s clinical decisions, diagnoses, treatment, or care of animals (see section 5), or for the Customer’s own breach of law in its use of the Service.

12. Sub-processors

Personal data processed through the Service is handled by the sub-processors listed in Annex B of Schedule 2 (the DPA), which also sets out the authorisation, change-notice and objection process. This Agreement does not separately restate that list; the DPA governs.

13. General

Assignment. Neither party may assign this Agreement without the other’s consent, except that Zoravet may assign it in connection with a merger, acquisition, or sale of substantially all relevant assets, on notice to the Customer.
Notices. Notices under this Agreement are given by email to support@zoravet.nl (to Zoravet) or to the contact address on file (to the Customer), unless a section of this Agreement or a Schedule specifies otherwise.
Changes to this Agreement. We may update this Agreement from time to time. We will give reasonable prior notice of any material change; a material change takes effect no earlier than the Customer’s next renewal, except where required sooner by law or security necessity.
Entire agreement. This Agreement, together with its Schedules and any Order Form, is the entire agreement between the parties on its subject matter, superseding prior discussions on the same subject.
Severability. If any provision is found unenforceable, the rest of the Agreement remains in effect, and the parties will negotiate a replacement provision that reflects the original intent as closely as possible.

14. Governing law and jurisdiction

This Agreement (and its Schedules, save where a Schedule states otherwise on its own subject matter) is governed by the law of the Netherlands.
Disputes are subject to the exclusive jurisdiction of the competent court in the Netherlands, without prejudice to any mandatory right either party has to bring proceedings elsewhere.

Signing

This Agreement is signed as part of clinic onboarding, together with its Schedules (the SLA and the DPA). For a copy of the Service Level Agreement, or to start onboarding, contact support@zoravet.nl.