StationReady Subscription Agreement

Provider: Virtus Nemeton Ltd (company no. 17181232), doing business as StationReady, with a registered address at Radcliffe, Manchester, England, M26 1BB ("StationReady," "Provider," "we," "us," or "our").

Client: The veterinary practice identified on the StationReady checkout page or Order Form.

StationReady provides software that helps veterinary practices document station-readiness checks, manage QR-linked checklists, view dashboard status, capture issue notes/photos, and receive operational alerts.

StationReady is an administrative workflow and documentation tool only. It is not a medical device, not clinical decision support, not equipment certification, and not a substitute for veterinary judgment, manufacturer instructions, legal compliance, or internal clinical protocols.

Unless otherwise stated in an Order Form, Client's subscription includes: mobile QR-based station check workflow; manager dashboard; station setup according to selected plan; checklist template management; QR code generation and printable labels; photo documentation; email alerts; CSV exports; user role management; reasonable support.

The specific plan, station limits, user limits, fees, billing interval, setup fee, and included features are stated on the applicable Order Form, Stripe checkout page, invoice, or written quote.

An "Order Form" means any written quote, Stripe checkout page, invoice, online order page, statement of work, or mutually accepted document that identifies the subscription purchased by Client.

If there is a conflict between this Agreement and an Order Form, the Order Form controls only for the conflicting commercial terms, such as price, plan, term, user limits, and station limits.

Client will pay all fees stated in the applicable Order Form. Example standard pricing unless modified by written quote:

• Implementation Fee: $2,500 one-time.
• Subscription Fee: $499/month.
• Included Stations: up to 15.
• Included Users: up to 25.
• Additional Locations: quoted separately.
• Custom integrations: quoted separately.
• SMS alerts: quoted separately or billed as usage.
• Fees are exclusive of taxes unless stated otherwise.

Client authorizes StationReady and Stripe to charge Client's selected payment method for setup fees, recurring subscription fees, taxes, add-ons, usage-based charges, renewal fees, and other amounts owed.

Subscription fees are billed in advance on a monthly or annual basis, depending on the selected plan.

Client must keep payment information accurate and current. If payment fails, StationReady may retry payment, notify Client, suspend access, or terminate this Agreement.

Stripe processes payment information. StationReady does not store full card numbers.

Client is responsible for all sales, use, VAT, GST, withholding, and similar taxes, except taxes based on StationReady's net income. If StationReady is required to collect taxes, such taxes may be added to invoices or checkout charges.

Unless otherwise stated in an Order Form, subscriptions are month-to-month and renew automatically until canceled. Client may cancel renewal by giving at least 30 days' written notice before the next billing date.

If Client cancels during a billing period, Client will retain access through the paid period unless access is terminated for breach. Fees are non-refundable except as required by law or expressly agreed in writing.

StationReady will use commercially reasonable efforts to complete implementation after receiving required Client information. Client is responsible for providing complete and accurate station lists, checklist requirements, user lists, notification contacts, clinical approval of checklist content, logo/branding assets if applicable, and internal workflow decisions.

Client is responsible for authorizing users, maintaining user role accuracy, disabling users who leave the Practice, protecting login credentials, and ensuring users comply with this Agreement. Client is responsible for all activity under its users' accounts unless caused by StationReady's breach of this Agreement.

Client remains solely responsible for veterinary care; patient safety; equipment inspection, maintenance, and use; clinical protocols; staff training; compliance with applicable laws, regulations, standards, licensing rules, manufacturer instructions, and professional obligations; deciding whether any station or equipment is safe for use.

StationReady does not provide veterinary, medical, legal, regulatory, or compliance advice.

Client owns Client Data. StationReady may access, process, store, transmit, and use Client Data to provide the Service, support Client, maintain and secure the Service, improve features and performance, comply with law, and enforce this Agreement.

StationReady may use aggregated or de-identified data for analytics, benchmarking, product development, and marketing, provided it does not identify Client, Client users, patients, or customers.

During the subscription, Client may request export of reasonable Client Data. After termination, Client may request export within 30 days. StationReady may delete or archive Client Data after that period unless legally required to retain it.

Client is responsible for all photos, notes, and uploaded content. Client should not upload unnecessary patient-identifying information or sensitive personal information. If Client uploads such information, Client is responsible for ensuring it has the right and authorization to do so.

Each Party may receive confidential information. The receiving Party will protect confidential information using reasonable care and use it only for purposes related to this Agreement. Confidential information does not include information that is public, independently developed, lawfully obtained from a third party, or required to be disclosed by law.

StationReady will maintain commercially reasonable safeguards designed to protect Client Data. No system is completely secure. Client acknowledges that internet-based services may be subject to risks outside StationReady's reasonable control. Client must promptly notify StationReady of suspected unauthorized access or security incidents involving the Service.

StationReady will provide reasonable support by email at team@virtusnemeton.co.uk. Unless otherwise stated in an Order Form, support is available during normal business hours, excluding holidays. Premium support, on-site support, custom training, and custom implementation may be billed separately.

StationReady will use commercially reasonable efforts to maintain Service availability. The Service may be unavailable due to maintenance, updates, third-party outages, emergencies, security issues, or events outside StationReady's reasonable control.

The Service may depend on third-party providers such as Vercel, Supabase, Stripe, email providers, analytics tools, and infrastructure vendors. StationReady is not liable for outages, errors, or delays caused by third-party services outside StationReady's reasonable control.

Client will not: violate law; upload malware; attempt unauthorized access; reverse engineer the Service; interfere with system integrity or performance; use the Service to store unrelated sensitive data; share credentials; use the Service to compete with StationReady; remove proprietary notices; or exceed plan limits without paying applicable fees.

StationReady owns all rights, title, and interest in the Service, software, workflows, user interface, code, documentation, branding, templates, improvements, and related intellectual property.

Client receives a limited, non-exclusive, non-transferable, revocable right to access and use the Service during the subscription term for Client's internal business operations. No ownership rights are transferred to Client.

Client may provide feedback or suggestions. StationReady may use such feedback without restriction, obligation, or compensation.

StationReady may not use Client's name, logo, case study, testimonial, or identifiable performance metrics in public marketing without Client's prior written consent.

To the maximum extent permitted by law, the Service is provided "as is" and "as available." StationReady disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted operation, and error-free performance.

StationReady does not warrant that the Service will prevent missed checks, clinical errors, adverse events, equipment failures, compliance violations, patient injury, or operational incidents.

To the maximum extent permitted by law, StationReady's total liability arising from or related to this Agreement will not exceed the fees paid by Client to StationReady during the six months before the event giving rise to the claim.

StationReady will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages; lost profits; lost revenue; loss of goodwill; business interruption; data loss; clinical outcomes; patient injury; or equipment-related incidents.

Client will defend, indemnify, and hold harmless StationReady from claims, damages, liabilities, losses, costs, and expenses, including reasonable legal fees, arising from: Client's clinical services or decisions; equipment inspection, maintenance, use, failure, or misuse; Client Data or uploaded content; Client's violation of law; Client's breach of this Agreement; Client's misuse of the Service; and claims by Client's employees, contractors, customers, or patients arising from Client's operations.

StationReady may suspend access if fees are overdue, Client breaches this Agreement, Client's use creates security or legal risk, or continued access may harm the Service, StationReady, Client, or third parties.

Either Party may terminate this Agreement for material breach if the breach is not cured within 30 days after written notice. Client may cancel renewal as described in Section 8. StationReady may terminate immediately for nonpayment, unlawful use, security threats, or repeated violations.

Upon termination: Client's access ends; outstanding fees become due; Client must stop using the Service; StationReady may delete or archive Client Data after the export period. Sections intended to survive will survive, including payment, confidentiality, intellectual property, data use, disclaimers, limitation of liability, indemnification, and dispute resolution.

Neither Party is liable for delay or failure caused by events beyond reasonable control, including natural disasters, labor disputes, internet failures, power failures, government actions, war, terrorism, pandemics, third-party service outages, or infrastructure failures.

Client may not assign this Agreement without StationReady's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets. StationReady may assign this Agreement to an affiliate, successor, acquirer, or purchaser of substantially all related assets.

This Agreement is governed by the laws of England and Wales, without regard to conflict-of-law principles. The Parties agree that disputes will be brought in the courts of England and Wales, unless the Parties agree in writing to another dispute resolution process.

Notices must be sent by email and, if required, by mail or recognized courier. Notices to StationReady: team@virtusnemeton.co.uk. Notices to Client: the email address associated with Client's account or billing contact.

This Agreement, together with applicable Order Forms, Stripe checkout pages, invoices, and incorporated terms, is the entire agreement between the Parties and supersedes prior discussions.

By signing, clicking acceptance, checking an agreement box, or completing payment through StationReady's checkout page, Client agrees to this Agreement.