HeyrexVet: Veterinary Hospital



In addition to the terms specific to the Plan you have selected, these General Terms and Conditions apply to your Plan and to the provision of the HeyrexVet Service to you.


Section 1 – Defined terms


In these General Terms and Conditions (“Terms”) , a reference to “You” (and similar terms) is a reference to the entity or person/s that has applied and registered for use of the HeyrexVet Service via the HeyrexVet online sign-up process , and a reference to Heyrex, “us” or “we” (and similar terms) is a reference to Heyrex Limited.


Section 2 - Heyrex use in your Hospital

2.1 Grant of Licence

Heyrex Limited grants to You a revocable, non transferable limited licence to set up and use the HeyrexVet Service in Your Hospital and for Your customers, solely in accordance with these Terms.

Heyrex Limited grants You a licence to market the Service and the Hardware in Your Hospital, and to that end grants You the non exclusive, non transferable, royalty free right to use the names “Heyrex”, “HeyrexPro”, “HeyrexVet”, “MyHeyrex” and any Heyrex logos or other trademarks adopted by Heyrex Limited to identify the Service (‘Trade Marks’) solely in connection with the business of marketing and selling the Hardware and the Service in Your Hospital. This is a right to use only and does not operate to transfer any ownership rights in the Trade Marks. On termination of Your use of the HeyrexVet Service, Your rights to use the Trade Marks will cease.

2.2 New Heyrex Services for Your Hospital

Heyrex Limited will offer new Heyrex products to You as they become available, but does not guarantee that new Services or Hardware will be developed. These Terms will apply to any new Services or Hardware unless Heyrex Limited advises otherwise. The fees and charges applicable to new Services and Hardware will be determined by Heyrex Limited.

Section 3 - Heyrex Training, Support and Marketing

3.1 Training and Support

Heyrex Limited will provide You access to all Heyrex services, information and tools to enable Your Hospital to use the HeyrexVet system in Your Hospital as intended, including the option of training for Your staff. Following training, support will be provided by Heyrex Limited’s online training and information tools to enable your Hospital to remain up-to-date with Heyrex services and applications.

3.2 Marketing

Heyrex Limited will provide product information, support material and marketing promotions to foster the uptake of Heyrex in Your Hospital. Heyrex Limited will work with You to engage Your client base and to generate usage of the Heyrex Service by Your clients, subject to agreement as to terms between You and Heyrex Limited.

Heyrex Limited will market the Heyrex services in Your local market as it deems necessary and at its discretion in all ways, in order to support the growth of the use of Heyrex services in the market.

3.3 No Unauthorised Warranties to be Given

You must not make any representations or warranty on behalf of Heyrex Limited or any representation concerning the quality or performance or other characteristic of the HeyrexVet Service or Hardware, other than those which are consistent in all respects with applicable marketing material provided to You by Heyrex Limited.

Section 4 - Ordering and Invoicing

4.1 Placement and Fulfilment of Orders

You may place orders for Heyrex Hardware via the HeyrexVet online portal or with any of Heyrex Limited’s distributors in line with Your Hospital’s standard ordering procedures. Orders will be dispatched in accordance with Heyrex Limited’s terms of trade or otherwise as part of Your regular delivery from the relevant distributor. The distributor’s standard terms will apply to any orders and delivery to You of Heyrex Hardware orders made via your distributor.

4.2 Invoicing

If you are purchasing directly from Heyrex, payment is required on invoice for the Hardware costs and monthly fees in accordance with the Plan You have selected. Payment must be made by PayPal or bank transfer or by such other method as Heyrex permits from time to time  . Heyrex Limited’s payment terms will be specified on its invoice. Heyrex Limited’s distributors will invoice You for the Heyrex Hardware in accordance with their standard terms.

4.3 Invoice Disputes

If You dispute the contents of any invoice from Heyrex Limited, then You must notify Heyrex Limited in writing no later than 14 days following the date of receipt of the invoice, setting out in reasonable detail the nature of the dispute. You must pay the undisputed portion of the relevant invoice by the due date for payment. Heyrex Limited and You must endeavour to settle the dispute by agreement, and if, on resolution of the dispute, a sum is due to be paid to Heyrex Limited, You must pay that sum within 7 days of resolution of the dispute.

Section 5 - Warranties

5.1 Grant of Licence

Heyrex Limited warrants that Heyrex Hardware will be free from defects in material and workmanship for a period of twelve (12) months from the date that the hardware is first activated (the ‘warranty period’). If, during this period, You experience a fault with the Heyrex Hardware (excluding a fault attributable  to fair wear and tear, willful damage or negligence), Heyrex Limited will repair or replace the Hardware.

All other warranties, express or implied, are hereby disclaimed to the maximum extent permitted by law. In particular:

(i) You agree that where You acquire the HeyrexVet Service or Hardware for use in Your business, the guarantees in the Consumer Guarantees Act 1993 or any equivalent consumer regulation in your country will not apply; and

(ii) Heyrex Limited does not warrant that the HeyrexVet Service will diagnose physical or behavioural conditions, or that it is a substitute for regular and thorough veterinary checks. The HeyrexVet Service is not a medical alert system.

5.2 Limitation of Liability

In no event will Heyrex Limited be liable to You for any indirect or consequential damages, or for loss of data or use, lost profits, or loss of anticipated savings, whether such damages were reasonably foreseeable or actually foreseen.

Heyrex Limited’s maximum total cumulative liability to You under your Plan and these Terms or otherwise for any cause whatsoever (whether in the form of the additional cost of remedial services or otherwise) will be for direct costs and damages only and will be limited to US$500 for any one event or series of connected events.

No action regardless of form may be brought against Heyrex Limited more than two years after the cause of action arose.

The parties hereby acknowledge and agree that the limitations contained in this section 5.2 are reasonable in light of all the circumstances.

Section 6 - Intellectual property licence and confidentiality

6.1 Intellectual Property

The Heyrex Service and all intellectual property rights in the Heyrex Service are and shall remain the property of Heyrex Limited. You must notify Heyrex Limited immediately if You become aware of any unauthorised use of the whole or any part of the Heyrex Service by any person.

6.2 Modification, Reverse Engineering etc

Except as expressly permitted by these Terms, You may not licence, sublicense, resell, transfer, assign, distribute or otherwise commercially exploit the Heyrex Service or its content in any way including to modify or make derivative works based on the Heyrex Service or its content; reverse engineer or access the Heyrex Service in order to build a product or service using similar ideas, features, functions or graphics; copy any ideas, features, functions or graphics.

6.3 Confidential Information and Customer Data

We may collect information about You and Your clients either directly or through reports derived from Heyrex so that we can invoice You and provide the Heyrex Service. Heyrex Limited will use and disclose such information in its business in accordance with privacy laws.

Heyrex Limited may generate and deliver to You, or a third-party, reports containing anonymised data generated by Heyrex. Heyrex Limited reserves the right, under extenuating circumstances, to provide a third party with a report on a patient under urgency or emergency. Notwithstanding this You and Heyrex Limited agree that we will not divulge each other’s confidential information or any data to any third party without the other party’s prior written consent. You and Heyrex Limited agree that our respective obligations under this section will continue beyond the termination of Your use of the HeyrexVet Service.

Section 7 - Termination

7.1 Termination by Heyrex Limited

In addition to any other termination rights Heyrex Limited may terminate Your use of the HeyrexVet Service, your Plan and these Terms upon ten (10) days written notice to You if any of the following events occurs and are not remedied within the given ten (10) days notice period:

(i) Failure to pay undisputed charges within 30 days of the date due for payment.

(ii) Breach of Your Plan or these Terms.

Your use of the HeyrexVet Service, your Plan and these Terms shall terminate automatically, without the need for notice, if:

(i) You become bankrupt or insolvent;

(ii) You become unable to pay Your debts as they fall due in the ordinary course of business;

(iii) A liquidator or interim liquidator is appointed in respect of You;

(iv) A receiver is appointed over all or any part of Your assets;

(v) You enter into a composition with creditors;

(vi) You cease to carry on business; or

(vii) A like event occurs in relation to You.

7.2 Termination by You

You may terminate Your use of the HeyrexVet Service, your Plan and these Terms upon ten (10) days written notice to Heyrex Limited if Heyrex Limited breaches this Agreement and does not remedy the breach within the given ten (10) days notice period.

7.3 Consequences of Termination

Upon termination of Your use of the HeyrexVet Service, your Plan and these Terms for any reason:

(i) All sums owed by either party to the other will become immediately due and payable (including any Early Termination Fees payable under Your Plan, except where You terminate under clause 7.2), but there shall be no other compensation payable to You on account of such termination.

(ii) You will cease all sales and promotion of Heyrex and will cease using the licenced trademarks together with all and any intellectual property which You have been permitted to use under these Terms.

(iii) Each party will immediately return the other party’s confidential information.

(iv) Heyrex Limited shall have the right but not the obligation, at its discretion, to repurchase all or part of Your remaining Heyrex Hardware at the actual price (excluding Taxes) paid by You less any costs in repatriating such product. Any Hardware provided to You by Heyrex Limited at no cost will be returned to Heyrex Limited at no cost.

(v) The clauses of these Terms which by their nature would continue beyond the termination of these Terms shall survive such termination.

Please note: If You stop using HeyrexVet at any time, any of Your clients using Heyrex services that wish to continue doing so may ask us to migrate their service to an alternative Heyrex Hospital of their choice.

Section 8 – Miscellaneous provisions

8.1 Dispute Resolution

These Terms shall be interpreted, enforced and governed by the laws of New Zealand. If a dispute arises in connection with or relating to these Terms and the parties are unable to resolve it within twenty (20) calendar days through direct negotiations either party may refer the dispute to mediation and the parties shall:

(i) Seek to agree on a mediator, and if they cannot agree, the mediator shall be appointed by the Chair of LEADR (New Zealand);

(ii) Seek to agree on the process for mediation, and if they cannot agree, then the mediator will decide the process; and

(iii) Each pay half the mediator’s fees.

If a dispute is not resolved within sixty (60) days after the dispute notice was given, either party may commence court proceedings in relation to the dispute.

8.2 Force Majeure

Neither party shall have any liability under or be deemed to be in breach of these Terms for any delays or failures in performance (other than a failure to pay an amount when due) that result from circumstances beyond the reasonable control of that party. If such circumstances continue for a continuous period of more than 3 months, either party may terminate Your use of the HeyrexVet Service, your Plan and these Terms by written notice to the other party.

8.3 Assignment

You may not assign or transfer the whole or any part of Your rights, duties or obligations under Your use of the HeyrexVet Service, your Plan and these Terms without the prior written consent of Heyrex Limited at its sole and absolute discretion. In the event that You sell, transfer or assign all or substantially all of Your assets to a third party then, as a condition of Heyrex Limited’s consent, Heyrex Limited may require that all of Your obligations arising under Your use of the HeyrexVet Service, your Plan and these Terms are transferred to and assumed by such third party.

8.4 Severability

If any provision of these Terms shall be deemed illegal or unenforceable under law, it shall be severed and the remaining provisions of these Terms shall not be affected thereby and each provision shall be enforced to the maximum permissible extent.