DIAL A VET – TERMS AND CONDITIONS OF USE

1. About the Application

1.1. Welcome to Dial a Vet (the "Application"). The Application provides functionality for
users to access telephone consultations with qualified veterinarians and veterinary
nurses on demand, and for the veterinarians and veterinary nurses to receive fees
for such consultations (the "Services").

1.2. The Application is owned and operated by DIAL A VET PTY LTD trading as Dial a
Vet (ACN 657 754 375) (‘we’, ‘us’, ‘our’).

1.3. Access to and use of the Application and its associated Services is provided by us.
Please read these terms and conditions (the "Terms") carefully. By using or viewing
this Application, this signifies that you have read, understood and agree to be
bound by the Terms. If you do not agree with the Terms, you must cease usage of
the Application, or any of its Services, immediately.

1.4. We reserve the right to review and change any of the Terms by updating this page
at our sole discretion. When we update the Terms, we will use reasonable
endeavours to provide you with notice of updates to the Terms by email or
notification within the Application. Any changes to the Terms take immediate effect
from the date of their publication. Before you continue, we recommend you keep a
copy of the Terms for your records.

2. Acceptance of the Terms

2.1. You accept the Terms by using or viewing the Application. You may also accept the
Terms by clicking to accept or agree to the Terms where this option is made
available to you in the user interface of the Application.

3. Registration as a Member

3.1. In order to access the Services, you must first register an account through the
Application before you can access the Services (the ‘Account’).

3.2. You may create one of two types of Accounts:

(a) Customer Account (‘Customer’): if you are a pet owner wishing to access on-
demand consultations with veterinarians and veterinary nurses; or

(b) Vet Account (‘Provider’): if you are a veterinarian or veterinary nurse wishing
to offer consultation services to Customers.

3.3. To be a Customer, you must purchase a subscription through the Application (the
"Subscription" and pay the applicable fee for the selected Subscription (the
"Subscription Fee").

3.4. In purchasing the Subscription, you acknowledge and agree that it is your
responsibility to ensure that the Subscription you elect to purchase is suitable for
your use.

3.5. Once you have completed the registration process, and:

(a) If you are a Customer, paid the relevant Subscription Fee; or

(b) If you are a Provider, your information has been verified by us and your
Account as a Provider approved by us (which may be granted or withheld at
our sole discretion); you will be a registered member of the Application (‘Member’) and agree to be
bound by the Terms.

3.6. As a Member you will be granted immediate access to parts of the Services that are
relevant to your type of Membership from the time that the registration process
(including any payments and grant of approvals) is completed until the Subscription
expires or the Terms are otherwise terminated in accordance with clause 12.

3.7. As part of the registration process, or as part of your continued use of the Services,
you may be required to provide personal information about yourself, including but
not limited to:
(a) Full name;
(b) Postal address;
(c) Date of birth;
(d) Email address;
(e) Telephone number;
(f) Name and type of pets (for Customer Members);
(g) Qualifications and insurance policies as a veterinarian or veterinary nurse (for
Provider Members); and
(h) Registration details with the relevant veterinary board or veterinary nursing
board of a State or Territory (for Provider Members who are veterinarians, and
veterinary nurses operating in a State or Territory where a registration
scheme is in place).

3.8. You warrant that any information you give to us as part of the registration process
will always be accurate, correct, and up to date.

3.9. You may not use the Services and may not accept the Terms if:

(a) You are under 18 years of age;

(b) You are an undischarged bankrupt or otherwise have no legal power to enter
into contracts in your own right; or

(c) Are otherwise prohibited from using the Application or accessing the Services
of the Application under any order of a court or tribunal, or under any law.

4. General obligations for Members

4.1. As a Member, you agree to comply with the following:

(a) you will use the Services only for purposes that are permitted by:
(i) the Terms; and
(ii) any applicable law, regulation or generally accepted practices or
guidelines in the relevant jurisdictions;

(b) you have the sole responsibility for protecting the confidentiality of your
password and/or email address. Use of your password by any other person
may result in the immediate cancellation of the Services;

(c) any use of your registration information by any other person, or third parties,
is strictly prohibited. You agree to immediately notify us of any unauthorised
use of your password or email address or any breach of security of which you
have become aware;

(d) access and use of the Application is limited, non-transferable and allows for
the sole use of the Application by you for the purposes of us providing the
Services;

(e) you will not use the Services or the Application in connection with any
commercial endeavours except those that are expressly endorsed or
approved by us in writing;

(f) you will not use the Services or Application for any illegal and/or unauthorised
use which includes collecting email addresses of Members by electronic or
other means for the purpose of sending unsolicited email or unauthorised
embedding of or linking to the Application;

(g) you agree that commercial advertisements, affiliate links, and other forms of
solicitation may be removed from the Application without notice and may
result in termination of the Services. Appropriate legal action will be taken by
us for any illegal or unauthorised use of the Application; and

(h) you acknowledge and agree that any automated use of the Application or its
Services is prohibited.

5. Obligations for Customers

5.1. If you are a Customer Member, you may register up to 6 pets which fulfil the
following criteria (‘Registered Pets’):

(a) The pets must be registered in the name of the Customer Member;

(b) The pets must be a breed of domestic cat or dog; and

(c) If any registration or licensing requirements apply in your legal jurisdiction (e.g. council registration and micro-chipping), you must comply with all such
requirements for all pets registered under the Application.

5.2. The Registered Pets may be varied from time to time via the Application, subject to
these restrictions:

(a) The total number of Registered Pets must not exceed 6 at any given time; and

(b) A Registered Pet may only be removed if it dies or is no longer owned by the
Customer Member.

5.3. You may only access the Services in relation to the pets that are registered at that
time.

6. Obligations for Providers

6.1. If you are a Provider Member, you must:

(a) have full or general registration with a veterinary practice board of a State or
Territory (‘VPB’) if you are a veterinarian;

(b) hold a minimum of a Certificate IV (under the Australian Qualification
Framework) in Veterinary Nursing or equivalent qualification if you are a
veterinary nurse; and

(c) have relevant professional indemnity insurance to cover your area(s) of
practice.

6.2. You must provide us with true copies of the qualification and insurance certificates
of currency, during the registration process under clause 3 and at any later time
upon our request.

6.3. You must immediately notify us if your:

(a) professional indemnity insurance expires without being renewed or is
cancelled, such that you do not have professional indemnity insurance
coverage; or

(b) if you are a veterinarian and your full or general registration with a VPB
expires without renewal, or is downgraded, or is cancelled or suspended for
any reason; or

(c) if you are a veterinary nurse in a State or Territory with a registration scheme
for veterinary nurses, your registration with the registration body has expired
and not been renewed, or is downgraded, or is cancelled or suspended for
any reason; and in either of the above circumstances, your access to the Application as a
Provider will be suspended until such time you have obtained professional
indemnity insurance coverage and provided us evidence of the insurance policies.

6.4. You must also immediately notify us if you become the subject of a disciplinary
investigation or proceedings by a VPB, other professional regulator, or a law
enforcement authority. If you are the subject of such investigation or proceedings,
we reserve the right to suspend or cancel your Membership, at our sole discretion.

6.5. For avoidance of doubt, you must refrain from providing any advice or consultations
to our Customer Members during any period when you:

(a) do not have professional indemnity insurance coverage; or

(b) if you are a veterinarian, your registration with a VPB has expired and not
been renewed, or is downgraded, or is cancelled or suspended for any
reason; or

(c) if you are a veterinary nurse in a State or Territory with a registration scheme
for veterinary nurses, your registration with the registration body has expired
and not been renewed, or is downgraded, or is cancelled or suspended for
any reason.7. Payment of Subscription Fee

7.1. Where the option is given to you, you may make payment of the Subscription Fee
by way of credit card payment ("Credit Card")

7.2. All payments made in the course of your use of the Services are made using Stripe
(‘Payment Provider’). In using the Application, the Services or when making any
payment in relation to your use of the Services, you warrant that you have read,
understood, and agree to be bound by the Payment Provider’s terms and conditions
which are available on their website.

7.3. You acknowledge and agree that where a request for the payment of the
Subscription Fee is returned or denied, for whatever reason, by your financial
institution or is unpaid by you for any other reason, then you are liable for any costs,
including banking fees and charges, associated with the Subscription Fee.

7.4. You agree and acknowledge that we can vary the Subscription Fee at any time and
that the varied Subscription Fee will come into effect following the conclusion of the
existing Subscription Period.

7.5. We will make reasonable efforts to notify you of any increase to the Subscription
Fee by email or notification within the Application.

7.6. We will only provide you with a refund of the Subscription Fee in the event we are
unable to continue to provide the Services or if we make a decision, at its absolute
discretion, that it is reasonable to do so under the circumstances. Where this
occurs, the refund will be in the proportional amount of the Subscription Fee that
remains unused by you (the "Refund").

7.7 7 Day Free Trial

(a) The 7-day free trial period shall begin on the date of subscription.

(b) During the 7-day free trial period, you will have full access to the services and features of the product.

(c) At the end of the 7-day free trial period, your subscription will automatically renew and you will be charged $299 (AUD) for the annual subscription.

(d) You may cancel your subscription at any time during the 7-day free trial period and not be charged $299. If you cancel your subscription after the 7-day free trial period, you will be charged $299 for the annual subscription.

(e) If you do not cancel your subscription after the 7-day free trial period, you will be charged $299 for the annual subscription and your subscription will automatically renew.

(f) 'Cancel risk-free anytime' refers to being able to cancel your subscription at anytime. and does not refer to being eligible for a refund.

(g) Before beginning your free trial, you agree to provide your Payment Information during online checkout. During your free trial, we will not process your Payment Information for the $299 payment. We will automatically convert your free trial into a paid subscription on the final day and process your payment information in accordance with Section 7.7 (c) for the annual subscription fee.  By registering for a free trial and providing your payment information, you consent to these charges and billing practices. You must cancel prior to the end of your free trial if you do not want to be charged. Your access to the Services will immediately end if you cancel your free trial. You are not eligible for a refund following the annual subscription being paid.

7.8 Annual Vet Allowance (Ceased 1/12/2022)

(a) The Annual Vet Allowance (“AVA”) is a benefits program offered to active Annual subscribers of Dial A Vet.

(b) Subscribers of AVA are eligible to receive a reimbursement of up to $120 per year for one in-clinic vet treatment.

(c) Subscribers on our Annual Subscription have access to the $120 Vet Allowance immediately.

(d) The amount will be credited to the subscriber’s account within 30 days of an approved reimbursement, and can be used towards one in-clinic vet treatment per membership year.

(e) The AVA must be used in full and may not be split across multiple treatments. Any remaining credit will not be refunded or rolled over to the next year.

(f) Subscribers must provide proof of payment for the in-clinic vet treatment, such as an itemized receipt, in order to be reimbursed.

(g) Reimbursements will be provided by direct deposit, as selected by the subscriber.

(h) The AVA program is subject to change or cancellation at any time, without prior notice.

(i) Annual subscribers have access to the $120 Vet Allowance immediately after payment of their annual subscription.

(j) Free Trial members do not accrue the AVA until they commence a paid subscription.

(k) The AVA program is only available to eligible subscribers.

(l) If you are refunded for any of your subscription or cancel your membership you will lose the accrued credit and can not be claimed upon.

(m) All payments are non-refundable.

(n) These terms and conditions are subject to change at any time.

8. Fees to Providers

8.1. Providers shall provide on-demand consultations to Customers via the Application
(‘Consultations’).

8.2. We will provide all Provider Members with a virtual wallet within the Application
(‘Wallet’).

8.3. For each successful completed Consultation, the Provider Member who conducted the
Consultation will be credited with $15.00 in their Wallet.

8.4. The Provider Member may transfer the accrued credits from the Wallet to their
nominated bank account from time to time, via functionality offered in the
Application.

8.5. In the event of a transfer at clause 8.4 occurring:

(a) the amount paid to the Provider Member’s nominated bank account will be
paid on a GST-inclusive basis; and

(b) for taxation purposes, the Provider Member will generate a tax invoice for the
payment via the Application which will be a tax invoice issued by the Provider
Member as supplier to us as the recipient of supply for GST Law purposes.

8.6. The Provider Member acknowledges and agrees that if we are assessed by the
Australian Tax Office or any revenue authority of a State or Territory, or any other
relevant authority, as being liable to pay superannuation or payroll tax, then:

(a) the amount credited or paid to the Provider Member pursuant to clauses 8.3
and 8.4 shall be taken to include such superannuation or payroll tax liabilities;
or

(b) if a Court or Tribunal considers (a) to be void, voidable, or unenforceable,
then we reserve the right to deduct any superannuation or payroll tax liabilities
from any credits or payments to the Provider Member.

8.7 In the event of network issues or the pet owner disconnecting the call upon the Provider Member answering the call, the $15.00 credit will not be paid to the Provider Member due to no consultation conducted.

8.8. In the event that the Provider Member ceases to be a Member of the Application,
any accrued credits in their Wallet that has not been paid to the Provider Member
will be paid to the Provider Member’s nominated bank account at the time, within 28
days of the termination of their Membership.

9. Copyright and Intellectual Property

9.1. The Application, the Services and all of the related products are subject to copyright
held by us. The material on the Application is protected by copyright under the laws
of Australia and through international treaties. Unless otherwise indicated, all rights
(including copyright) in the Services and compilation of the Application (including
but not limited to text, graphics, logos, button icons, video images, audio clips,
Application, code, scripts, design elements and interactive features) or the Services
are owned or controlled for these purposes and are reserved by us or our
contributors.

9.2. All trademarks, service marks and trade names are owned, registered and/or
licensed by us, and we who grant to you a worldwide, non-exclusive, royalty-free,
revocable license whilst you are a Member to:

(a) use the Application pursuant to the Terms;

(b) copy and store the Application and the material contained in the Application in
your devices, cache memory; and

(c) print pages from or take screenshots of the Application for your own personal
and non-commercial use.

9.3. We do not grant you any other rights whatsoever in relation to the Application or the
Services. All other rights are expressly reserved by us.

9.4. We retain all rights, title and interest in and to the Application and all related
Services. Nothing you do on or in relation to the Application will transfer any:

(a) business name, trading name, domain name, trademark, industrial design,
patent, registered design or copyright;

(b) a right to use or exploit a business name, trading name, domain name,
trademark or industrial design; or

(c) a thing, system or process that is the subject of a patent, registered design or
copyright (or an adaptation or modification of such a thing, system or
process); to you or to any other person.

9.5. You may not, without our prior written permission and the permission of any other
relevant rights owners: broadcast, republish, upload to a third party, transmit, post,
distribute, show or play in public, adapt or change in any way the Application or the
Services for any purpose, unless otherwise provided by these Terms. This
sub-clause does not apply to parts of the Application that are available in the public
domain, unless that availability is due to a breach of these Terms (including any
older version of these Terms).

10. Privacy

10.1. We take your privacy seriously and any information provided through your use of
the Application and/or Services are subject to our Privacy Policy, which is available
on the Application or on our website.

11. Disclaimer

11.1. Nothing in the Terms limits or excludes any guarantees, warranties,
representations, or conditions implied or imposed by law, including the Australian
Consumer Law (or any liability under them) which by law may not be limited or
excluded.

11.2. Subject to this clause, and to the extent permitted by law:

(a) all terms, guarantees, warranties, representations, or conditions which are not
expressly stated in the Terms are excluded; and

(b) we will not be liable for any special, indirect or consequential loss or damage
(unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the
Services or these Terms (including as a result of not being able to use the
Services or the late supply of the Services), whether at common law, under
contract, tort (including negligence), in equity, pursuant to statute or
otherwise.

11.3. Use of the Application and the Services is at your own risk. Everything on the
Application and the Services is provided to you "as is"; and "as available"; without
warranty or condition of any kind. None of our affiliates, directors, officers,
employees, agents, contributors, and licensors make any express or implied
representation or warranty about the Services or any products or Services referred
to on the Application. This includes (but is not restricted to) loss or damage you
might suffer as a result of any of the following:

(a) failure of performance, error, omission, interruption, deletion, defect, failure to
correct defects, delay in operation or transmission, computer virus or other
harmful component, loss of data, communication line failure, unlawful third
party conduct, or theft, destruction, alteration or unauthorised access to
records;

(b) the accuracy, suitability or currency of any information on the Application, the
Services, or any of its Services related products (including third party material
and advertisements on the Application);

(c) costs incurred as a result of you using the Application or the Services; and

(d) the Services or operation in respect to links which are provided for your
convenience.

11.4. You acknowledge that all remote/telephone consultations with a Provider Member is
not a substitute for physical examination, history-taking, and diagnostic
investigations carried out by a veterinarian in person. By using the Application, you:

(a) agree that the lack of physical access to the pet and the inability to perform
any diagnostic testing is likely to lead to higher probability of error in diagnosis
and treatment advice;

(b) accept the risks of harm and potential loss that arise from the increase in the
probability of error as described above;

(c) will regard any advice received from the Provider Member as general advice
only, and not rely upon them as definitive clinical advice on diagnosis or
treatment of your pet; and

(d) will hold us and the Provider Member harmless from any damage or loss that
may arise from any advice or opinion expressed by the Provider Member.

11.5. We make no guarantees as to availability of Provider Members on the Application.
You acknowledge that there may be times when no Provider Member is available to
take a consultation request, in which case repeated requests for consultation might
be necessary. You agree to hold us harmless for any injury or adverse outcomes for your pet, and any associated cost, as a result of the non-availability of Provider Members at a particular time.

12. Competitors

12.1. If you are in the business of providing similar Services for the purpose of providing
them to users for a commercial gain, whether business users or domestic users,
then you are our competitor. Competitors are not permitted to use or access any
information or content on our Application. If you breach this provision, we will hold
you fully responsible for any loss that we may sustain and hold you accountable for
all profits that you might make from such a breach.

12.2. By using the Application and any Services, you agree to indemnify us for any
damage or loss we suffer as a result of your breach of this clause 10.

13. Limitation of liability

13.1. Our total liability arising out of or in connection with the Services or these Terms,
however arising, including under contract, tort (including negligence), in equity,
under statute or otherwise, will not exceed the resupply of the Services to you.

13.2. You expressly understand and agree that we, our affiliates, employees, agents,
contributors, and licensors shall not be liable to you for any direct, indirect,
incidental, special consequential or exemplary damages which may be incurred by
you, however caused and under any type of liability. This shall include, but is not
limited to, any loss of profit (whether incurred directly or indirectly), any loss of
goodwill or business reputation and any other intangible loss.

14. Termination of Contract

14.1. The Terms will continue to apply until terminated by either you or by us, as set out
below.

14.2. We may at any time, terminate the Terms with you if:
(a) you have breached any provision of the Terms or intend to breach any
provision;
(b) we are required to do so by law;
(c) our provision of the Services to you is, in our opinion, no longer commercially
viable.
14.3. Subject to local applicable laws, we reserve the right to discontinue or cancel your
membership at any time and may suspend or deny, at our sole discretion, your
access to all or any portion of the Application or the Services without notice if you
breach any provision of the Terms or any applicable law or if your conduct impacts
our name or reputation or violates the rights of those of another party.

15. Indemnity

15.1. You agree to indemnify us, our affiliates, employees, agents, contributors, third
party content providers and licensors from and against all and any of the following:

(a) all actions, suits, claims, demands, liabilities, costs, expenses, loss and
damage (including legal fees on a full indemnity basis) incurred, suffered or
arising out of or in connection with any action or omission in relation to the
Application or our Services, such as but not limited to:

(i) posting of any negative or defamatory reviews;

(ii) anti-social or otherwise harmful interaction with other users of the
Application;

(iii) false representations you make regarding the Application or the
Services; or

(iv) any unauthorised use of the Application or attempting to gain
unauthorised access to other members’ accounts.(b) any direct or indirect consequences of you accessing, using or transacting on the Application or attempts to do so; or
(c) any breach of the Terms.

16. Dispute Resolution

16.1. Compulsory:
If a dispute arises out of or relates to the Terms, either party may not commence
any Court or Tribunal proceedings in relation to the dispute, unless the following
clauses have been complied with (except where urgent interlocutory relief is
sought).

16.2. Notice:
A party to the Terms claiming a dispute ("Dispute") has arisen under the Terms,
must give written notice to the other party detailing the nature of the dispute, the
desired outcome and the action required to settle the Dispute.

16.3. Resolution:
On receipt of that notice ("Notice") by that other party, the parties to the Terms
("Parties") must:

(a) Within 14 days of the Notice endeavour in good faith to resolve the Dispute
expeditiously by negotiation or such other means upon which they may
mutually agree;

(b) If for any reason whatsoever, 14 days after the date of the Notice, the Dispute
has not been resolved, the Parties must either agree upon selection of a
mediator or request that an appropriate mediator be appointed by the
President of the Australian Disputes Centre or his or her nominee;

(c) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-
condition to the mediation commencing. The Parties must each pay their own
costs associated with the mediation;

(d) The mediation will be held in Sydney, New South Wales, Australia.

16.4. Confidential:
All communications concerning negotiations made by the Parties arising out of and
in connection with this dispute resolution clause are confidential and to the extent
possible, must be treated as "without prejudice"; negotiations for the purpose of
applicable laws of evidence.

16.5. Termination of Mediation:
If 14 have elapsed after the start of a mediation of the Dispute and the Dispute has
not been resolved, either Party may ask the mediator to terminate the mediation
and the mediator must do so.

17. Venue and Jurisdiction

17.1. In the event of any dispute arising out of or in relation to the Application, you agree
that the exclusive venue for resolving any dispute shall be in a Court or Tribunal of
competent jurisdiction in New South Wales, Australia.

18. Governing Law

18.1. The Terms are governed by the laws of New South Wales, Australia. Any dispute,
controversy, proceeding or claim of whatever nature arising out of or in any way
relating to the Terms and the rights created hereby shall be governed, interpreted,
and construed by, under and pursuant to the laws of New South Wales, Australia,
without reference to conflict of law principles, notwithstanding mandatory rules. The
validity of this governing law clause is not contested. The Terms shall be binding to
the benefit of the parties hereto and their successors and assigns.

19. Independent Legal Advice
Both parties confirm and declare that the provisions of the Terms are fair and
reasonable and both parties having taken the opportunity to obtain independent
legal advice and declare the Terms are not against public policy on the grounds of
inequality or bargaining power or general grounds of restraint of trade.

20. Severance
If any part of these Terms is found to be void or unenforceable by a Court or
Tribunal of competent jurisdiction, that part shall be severed, and the rest of the
Terms shall remain in force.