Draft v0.1 · last updated 2026-07-11
These terms are an agreement between Optivet Referrals Ltd, a company registered in England and Wales under company number [●] with registered office at [●] ("we", "us", "the Provider"), which offers the Optivet AIproduct, and the subscribing veterinary clinic identified at signup ("Clinic", "you"). The platform is developed and hosted in part by the Provider's technology provider MGV TECH LTD (11 William Penn Way, Chichester, PO19 6ER, United Kingdom), acting as a sub-processor. They govern access to and use of the Optivet AI platform, a veterinarian-only clinical decision-support service for screening and triaging canine ophthalmic photographs ("the Service").
The Service is provided to licensed veterinary professionals acting within their practice, not to pet owners, animal patients, or members of the public. The Clinic confirms that every account it creates is used by, or under the direct supervision of, a licensed veterinary professional. The Service must not be resold, sublicensed, or made available to non-clinical users. These terms are a business-to-business agreement; the Clinic contracts as a business, not as a consumer.
The Clinic accepts these terms when its authorised representative signs an order, completes signup, or first uses the Service on the Clinic's behalf, whichever occurs first. Each individual user additionally accepts these terms and the Privacy Policy by ticking the acceptance box when activating their account from an invitation; the date and time of that acceptance is recorded. Where a Clinic account is provisioned directly by the Provider, the Clinic's acceptance is recorded in the signed Data Processing Agreement or order form.
The Service provides screening support only. It assesses image quality, flags likely normal or abnormal findings, groups findings into broad families, and suggests an urgency level. It does not make a diagnosis, does not replace clinical judgement, and does not certify fitness for any purpose. Outputs are generated by statistical models and are probabilistic in nature; every output carries an uncertainty flag and a disclaimer stating that the result is a screening aid. The attending veterinarian remains solely responsible for interpreting each result, for any diagnosis, and for all clinical decisions and treatment made in reliance on, or independently of, the Service's output.
Use of the Service does not transfer, reduce, or otherwise dilute a veterinary surgeon's professional accountability under the RCVS Code of Professional Conduct, or any equivalent professional standard applicable outside the United Kingdom. The clinician must independently exercise clinical judgement and verify any Optivet AI finding before acting on it or recording it in the patient's clinical record. The Service is a tool that supports, but does not substitute for, the professional judgement the RCVS Code requires of the treating veterinary surgeon.
Uploaded images are screened for gradability before further analysis. Images assessed as ungradable are rejected from downstream analysis and flagged with the reason (for example, focus, exposure, or field of view) so the submitting clinic can retake the photograph. A borderline or gradable quality result does not guarantee that every downstream finding is reliable; the uncertainty flag on each result should be read alongside the underlying image. We may update the models and decision thresholds behind the Service from time to time to maintain or improve screening performance; the model version used is recorded against every analysis in the audit trail.
Access to the Service is licensed per clinic as a site subscription, not a per-user seat. Available plans and analysis quotas are described at the point of purchase and may change from time to time on notice under Section 15. New clinics may be offered a free trial period; at the end of the trial, continued access requires an active paid subscription. We may modify or withdraw trial offers at any time; a withdrawal does not affect a trial already in progress.
Subscriptions are billed monthly or annually in advance, as selected at signup, and are handled by our payment processor, Stripe. The Clinic may cancel at any time from within the application. Cancellation stops future billing and takes effect at the end of the paid billing period then in progress; no partial-period refunds are given except where required by law. Access to new analyses ends when the paid period closes, but previously created analyses, reports, and audit records remain viewable and exportable by the Clinic for the retention period set out in the Privacy Policy, so that a Clinic's own clinical records are not held hostage by cancellation.
Fees are exclusive of VAT unless stated otherwise. Each plan carries a monthly analysis quota; usage above the quota may be billed as an overage or blocked until the next billing cycle, consistent with the plan terms shown at purchase. If a payment fails and is not resolved within a reasonable grace period after notice, we may suspend the Clinic's ability to submit new analyses until the account is brought current. Suspension for non-payment does not shorten the data retention period in the Privacy Policy. The Clinic's obligation to pay fees properly incurred survives suspension and termination.
The Clinic must:
We may suspend an account that we reasonably believe is being used in breach of this section, after notice where practicable.
We and our licensors own all intellectual property in the Service, including its software, models, thresholds, rules, and documentation. No rights are granted to the Clinic other than the right to use the Service for its own veterinary practice during the subscription.
The Clinic owns its data. As between the parties, all images, case data, and free-text content the Clinic uploads, the analysis results generated for the Clinic, and the case-linked portions of the audit records (together, "Clinic Content") belong to the Clinic and form part of its clinical records. The Clinic grants us a non-exclusive licence to host, process, transmit, and display Clinic Content solely as needed to provide the Service, to comply with law, and as otherwise permitted by the Data Processing Agreement. We do not use Clinic Content to train or improve our models without the Clinic's separate written agreement, as set out in the Privacy Policy.
If the Clinic gives us feedback about the Service, we may use it to improve the Service without obligation, provided doing so does not identify the Clinic or disclose Clinic Content.
Each party will keep the other's confidential information confidential and use it only to perform this agreement. Clinic Content, including images and case records that are not personal data, is the Clinic's confidential information. Our software, models, pricing not publicly listed, and security details are our confidential information. These obligations do not apply to information that is public through no fault of the receiver, already lawfully known, independently developed, or required to be disclosed by law or a regulator (with notice to the other party where lawful). This section survives termination for five years.
We aim to keep the Service available and will give reasonable advance notice of planned maintenance where practicable. The Service is provided over the internet and its availability depends in part on third-party infrastructure and connectivity outside our control. We do not guarantee uninterrupted or error-free operation. Support is provided by email at the support address published in the application, during UK business hours.
The Clinic will indemnify us against third-party claims, and reasonable costs arising from them, to the extent caused by (a) Clinic Content that the Clinic had no right to upload, (b) the Clinic's breach of Section 8 (acceptable use), or (c) presentation of Optivet AI output by the Clinic or its staff as a diagnosis contrary to Section 3. This indemnity does not apply to the extent a claim results from our breach of this agreement or our negligence.
Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.
Subject to that: (a) the Service is provided "as is" and "as available", without warranty that its output is complete, accurate, or fit for any particular clinical purpose; (b) we are not liable for clinical outcomes, missed or incorrect findings, or any decision taken (or not taken) on the basis of Optivet AI output, responsibility for which rests with the treating veterinarian under Sections 3 and 4; (c) neither party is liable for loss of profits, loss of business, or indirect or consequential loss; and (d) each party's aggregate liability arising out of or in connection with these terms, the Privacy Policy, and the Data Processing Agreement is limited to the fees paid by the Clinic in the twelve months preceding the event giving rise to the claim. The exclusions in (c) and the cap in (d) do not apply to the Clinic's payment obligations or to the indemnity in Section 12.
Either party may terminate for the other party's material breach that remains uncured 30 days after written notice. We may also terminate or suspend an account for non-payment as described in Section 7, or for a breach of the acceptable use terms in Section 8. On termination or cancellation, the data retention, export, and deletion provisions of the Privacy Policy and Data Processing Agreement continue to apply, and Sections 7 (as to fees already incurred), 9, 10, 12, 13, 16, and 17 survive.
These terms may be updated from time to time. Material changes will be notified to clinic owners by email at least 30 days in advance of taking effect. If the Clinic does not accept a material change, it may cancel under Section 6 before the change takes effect; continued use of the Service after a change takes effect constitutes acceptance of the updated terms.
Notices to the Clinic are validly given by email to the registered clinic owner's address. Notices to us are validly given by email to the support address published in the application, marked for the attention of legal. Neither party is liable for delay or failure caused by events beyond its reasonable control, provided it notifies the other and uses reasonable efforts to mitigate. The Clinic may not assign this agreement without our written consent, not to be unreasonably withheld; we may assign it to a successor of the business that operates the Service on notice to the Clinic. These terms, the Privacy Policy, the Data Processing Agreement, and any order form are the entire agreement and supersede prior discussions. If any provision is found unenforceable, the remainder stands. A failure to enforce a right is not a waiver of it. A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce these terms.
These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute arising from them, unless the Clinic is located outside the United Kingdom and mandatory local law provides otherwise.