Beginning on the date as defined under “Term” below, Laurant Systems ("AMK") will provide to you, the party intending to use our services, "the Client", the services described below:

1.1. AMK will provide to the Client use of the veterinary practice management software, WebVet (“the Software”). This software addresses the general systems requirement of a private veterinary practice, including client records, billing, stock control and patient information.

1.2. The Client shall obtain the right to use the Software for one (1) practice, for an unlimited number of users who are employees of members of the same practice. A practice is defined as a single veterinary practice residing at one physical location, operating as one single business entity.

1.3. The Software will be provided as one of the following: 1) As a software program to be hosted by the client's practice, or 2) As a Software-as-a-Service model and be accessible online via a web browser.

1.4. AMK will provide the following services.

1.4.1  If you choose to use our hosted solution, AMK will host the WebVet software at a commercial datacentre, AMK will perform general systems administration tasks on the Software, such as performing backups. However, the Client shall also ensure that he uses the Software's backup functionality and make backups on a regular basis, and retain the backups in a safe place.

1.4.2 If you choose to run the software on your own network, AMK will provide you with written instructions on how to deploy and install it.

1.4.3 AMK will provide ticket-based, email support to the Client, during its ordinary business hours.

1.4.4 AMK will perform general systems and software enhancements and bug fixes, following a reasonable software development and release cycle.

1.5 The following items are excluded from this agreement:

1.5.1 Customized software development to meet client-specific needs. The Client hereby accepts the Software as it stands at the date of this agreement. AMK is however constantly improving the Software and such development, if generally applicable to other clients, will be included in the normal software improvement and development cycle, at AMK’s discretion.

1.5.2 While every effort is made to ensure system uptime, AMK does not guarantee a 100% uptime of the system. Although the Software is hosted in a facility with backup power, factors such as load shedding may have an impact on system availability.

1.5.3 The Client shall be responsible for providing his own internet connectivity, computers and other devices with which to use the system. AMK will not be responsible for performance issues or loss of connectivity due to the Client’s internet connection. The Client shall also ensure that the computers on his practice network are connected by means of a local area or Wi-Fi network of sufficient capacity and performance to meet the demands of the number of concurrent users he has.

1.5.4. If you require assistance to install and configure the system on your own network, AMK shall provide installation and configuration assistance on a best-effort basis, but this shall be at an extra cost, to be determined on a time and expense basis. This however excludes configuring your network and computers, which is best done by your computer and network hardware supplier.

1.5.5 The transferral or importing of existing / legacy system data to the Software, which will be subject to a monetary charge. This data conversion shall take place on a “best-effort” basis, but AMK does not accept any responsibility whatsoever for the accuracy or completeness of legacy data originating from previous systems or external data sources. In broad terms, the transferral of legacy data shall be limited to the list of accounts and patients of your practice.

1.5.6 AMK does not accept responsibility for ensuring the data being captured by the Client on the Software will be accurate or free of errors.

1.5.7 AMK does not warrant that the Software will operate error-free under all circumstances, but will, once a support ticket has been opened notifying AMK of a bug or an error, endeavour to resolve any reported errors as soon as is possible, subject to its normal software development release cycle.

2. FREE USAGE AND YOUR LEGACY DATA

The usage of the system as it stands, is free of charge.

Should the Client however have an existing system whose data needs to be transferred to the Software, AMK will provide the Client with a quotation for the data import, which will be a once-off amount. Before any conversion of data is undertaken, the initially quoted amount of the legacy data conversion shall be paid in full. Should any further data correction or transferral be required after the initial import, additional charges will apply, on a time and cost basis as determined by AMK. Regardless of whether you finally use the software in your practice or not, the fee for the importing of data shall be non-refundable.

3. TERM

This Agreement will commence upon the date that the Software has been configured for the client’s practice, and usernames and passwords for the Client’s staff have been provided to the Client by AMK. Depending on the payment option chosen in the previous section, this Contract will automatically renew either monthly, or annually, without prior notice thereof to either party, and remain in force until such time as it is cancelled in writing.

Regardless of whether there is any written agreement in place, this agreement will immediately commence upon the date when any or all of the below occurs:

* The Client has instructed AMK to proceed with the conversion of legacy data

* AMK has provided the Client with a login for any of his staff to use the system

4. DEFAULT

The occurrence of any of the following shall constitute a material default under this Contract:

a. The failure to make a required payment when due.

b. The insolvency or bankruptcy of either party.

c. The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.

d. The failure to make available or deliver the Services in the time and manner provided for in this Contract.

5. REMEDIES

In addition to any and all other rights, a party may have available according to law, if a party defaults by failing to substantially perform any provision, term, or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have seven (7) days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract. At the termination of this contract, all SAAS services shall be terminated

6. FORCE MAJEURE

If the performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm, epidemic or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages or other labour disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

7. DISPUTE RESOLUTION

The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within [insert number] days, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure. Any controversies or disputes arising out of or relating to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator’s award will be final, and judgment may be entered upon it by any court having proper jurisdiction.

8. ENTIRE AGREEMENT

This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.

9. SEVERABILITY

If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

10. AMENDMENT

This Contract may be modified or amended in writing by mutual agreement between the parties if the writing is signed by the party obligated under the amendment.

11. GOVERNING LAW.

This Contract shall be construed in accordance with the laws of the Republic of South Africa.

12. NOTICE

Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by email, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

13. WAIVER OF CONTRACTUAL RIGHT

The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.

14. ASSIGNMENT

Neither party may assign or transfer this Contract without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.