Terms

This page has two parts. Part A is the Heedly Website Platform Terms of Service, which apply to veterinary practices that sign up to the Heedly platform. Part B is the website terms of use, which apply to anyone using heedly.co.

Part A: Heedly Website Platform Terms of Service

These terms are made between Matt Madden Photography Ltd, trading as Heedly, a company registered in England and Wales with company number 14664197, whose registered office is at 32 New Street, Leamington Spa, CV31 1HP ("Heedly", "we", "us"), and the veterinary practice named in the Order Summary ("Customer", "you").

How this agreement works

1. This agreement is made up of the Order Summary, these Terms, Schedule 1 (Service Levels and Support) and the Heedly Data Processing Agreement.
2. If there is a conflict, the Order Summary takes priority, then these Terms, then Schedule 1. The Heedly Data Processing Agreement takes priority over everything else on any matter relating to personal data.
3. This agreement starts when the Customer accepts these Terms and Heedly's Privacy Notice in the Platform (the "Start Date").
4. The Customer enters into this agreement for the purposes of its business and not as a consumer.
5. The person accepting these Terms confirms they have authority to bind the Customer.
6. Heedly will keep a record of each acceptance, linked to the Customer's account, including the name and email address of the person accepting, the date and time, their IP address, the version of these Terms and of the Privacy Notice accepted and the order details confirmed in the Platform.

Definitions

"AI Chat" means the Platform feature, where the Customer enables it, that uses artificial intelligence to converse with visitors to the Website and with people who message the Customer through connected channels, and answer enquiries on the Customer's behalf.

"AI Features" means features of the Platform that use artificial intelligence to generate, suggest or make changes to text, images, layouts, design, code or Platform records, including where an Authorised User describes a change for the Platform to make.

"Authorised Users" means the Customer's staff and contractors who are given login access to the Platform.

"Business Day" means a day other than a Saturday, Sunday or public holiday in England.

"Customer Content" means all text, images, video, logos, trade marks, prices, team information, documents and other material that is provided by or for the Customer, entered or uploaded by Authorised Users, extracted from the Customer's existing website, or pulled from Third-Party Services connected for the Customer.

"Customer Data" means personal data and other data collected through the Website, including enquiries, registrations and booking requests, and conversations with the AI Chat.

"Data Protection Legislation" means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 and, where applicable, the EU GDPR (including as it applies in EEA countries such as Norway) and the national data protection and electronic communications laws of the country where the Customer operates.

"Fees" means the Setup Fee, Subscription Fee, Additional Site Fee and any other charges set out in the Order Summary or agreed in writing.

"Go-Live Date" means the date the Website is first made publicly available on the Customer's domain.

"Heedly Data Processing Agreement" means Heedly's data processing agreement for the Platform, available at heedly.co/dpa, as updated from time to time.

"Heedly Materials" means the Platform, templates, layouts, page structures, components, design framework, design systems, code, hosting infrastructure, compliance frameworks, standard wording, policy templates, AI prompts and configurations, documentation and know-how, and any improvements to them, whether created before or during this agreement.

"Minimum Term" means the period stated in the Order Summary, starting on the Go-Live Date.

"Order Summary" means the order details the Customer confirms in the Platform when accepting these Terms, setting out the package, Sites, Fees and Minimum Term. The Platform generates the Order Summary at sign-up.

"Platform" means the Heedly website platform, including its editing interface, hosting environment, contact management (CRM) and messaging tools, AI Features, integrations and related software.

"Regulatory Requirements" means all laws, regulations, orders and professional rules that apply to the Customer's practice and its marketing in the country where it operates. For practices in the UK, this includes the Veterinary Services Market Investigation Order 2026 made by the Competition and Markets Authority on 22 September 2026 (the "CMA Order"), the RCVS Code of Professional Conduct and its supporting guidance, the UK Code of Non-broadcast Advertising (CAP Code), the Veterinary Medicines Regulations, consumer protection law and Data Protection Legislation.

"Setup Services" means the design, build, content migration, configuration and launch of the Website described in the Order Summary.

"Site" means a single practice premises listed in the Order Summary.

"Third-Party Services" means services not provided by Heedly that connect to or are used alongside the Platform, including practice management systems, online booking tools, Google Business Profile, Google Analytics, Google Search Console, Google Ads, Meta business tools (including the Meta Pixel), health plan providers, payment providers, domain registrars and email providers.

"Website" means the website or websites built for the Customer on the Platform.

The services

1. Heedly will provide:
   1. the Setup Services;
   2. access to the Platform for Authorised Users to manage the Website;
   3. hosting, an SSL certificate, security updates and backups of the Website database as described in Schedule 1;
   4. updates and improvements to the Platform;
   5. support in line with Schedule 1; and
   6. a one-hour onboarding session showing Authorised Users how to use the Platform, and further guidance and support when requested.
2. Marketing services such as Google Ads, SEO, social media and email marketing are provided under separate terms and are not covered by this agreement. Other work not described in the Order Summary, such as branding, photography and bespoke features, will be quoted separately or charged at Heedly's day rate of £500 plus VAT.
3. Heedly may use employees, freelancers and subcontractors to provide the services and remains responsible for their work.
4. Heedly will provide the services with reasonable skill and care.

Setup and launch

1. The Customer will complete Heedly's onboarding intake, including every item marked as required for launch, within 30 days of the Start Date, and will respond to reasonable requests for information or feedback within 5 Business Days.
2. Where the Customer has an existing website, the Customer authorises Heedly to crawl and copy its content, structure and URLs in order to build the Website and set up redirects. The Customer confirms it has the right to give this authority and to reuse that content.
3. Heedly will provide a preview of the Website before launch. The Setup Fee includes two rounds of consolidated amendments. Further rounds are charged at Heedly's day rate.
4. Before approving launch, the Customer must check the Website, in particular prices, opening hours, out-of-hours details, ownership information, team details and any clinical information. Approval may be given by email or through the Platform.
5. Heedly will not connect the Customer's domain to the Website without the Customer's approval. Until then the Website may be reachable at a Heedly-provided address, which Heedly will not promote.
6. If launch is delayed by more than 60 days after the Start Date for reasons caused by the Customer, Heedly may start charging the Subscription Fee from that date.
7. Any target launch date in the Order Summary is an estimate.

Using and editing the Website

1. Heedly grants the Customer a non-exclusive, non-transferable right during this agreement for Authorised Users to access and use the Platform to manage the Website.
2. Authorised Users can edit the Website by editing text directly on the page, by making changes in the content management system, by updating structured fields (such as prices, team, health plans and careers), or by describing a change for the AI Features to make.
3. The Customer is responsible for all changes made and content published by its Authorised Users, for keeping login details secure, for giving each Authorised User their own login, and for removing access promptly when someone leaves.
4. New and unpublished pages can be previewed in draft before they are published. Changes made by Authorised Users to a page that is already published, including edits to its HTML, take effect on the live Website as soon as they are saved and are not subject to a separate approval step. The Customer must check each change before saving it. Once a change is live, it is the Customer's responsibility.
5. Heedly may refuse, reverse or delay a change that would break the Website, create a security risk, breach the Acceptable Use section, or remove or disable a compliance feature. Heedly will tell the Customer why.
6. Heedly may make changes to the Website without the Customer's prior consent where the change will improve the performance of the Website, for example its speed, security, search visibility or compliance features. Heedly will tell the Customer about significant changes and will not change the Customer's prices or clinical content without the Customer's consent.
7. Heedly will make specific changes the Customer expressly asks for, within reason. Heedly encourages Authorised Users to make updates themselves through the Platform wherever possible, and may ask the Customer to make straightforward changes itself or charge for requests beyond reasonable use at Heedly's day rate.
8. Use of the Platform is subject to any limits on pages, Authorised Users, storage or AI requests set out in the Order Summary.

AI Features and AI Chat

1. AI Features produce output automatically. Output may be inaccurate, incomplete or unsuitable, including clinical, pricing and regulatory information.
2. The Customer must review AI-generated Website content and edits before they are published. An AI edit to a page that is already published takes effect when it is saved, so the Customer must check it straight away. Once published, AI output is Customer Content and is the Customer's responsibility.
3. AI Features do not provide veterinary, legal or regulatory advice. Clinical content should be checked by a veterinary surgeon before publication.
4. Heedly uses third-party AI providers, which are listed in the Heedly Data Processing Agreement. Heedly will not use Customer Content to train AI models and will use reasonable endeavours to use AI providers on terms (such as business or API terms) that do not allow the provider to train its models on Customer Content. Conversations with the AI Chat are processed by these providers. AI providers may keep data for a limited period under their own terms, for example to detect abuse.
5. Heedly may change the AI providers and models it uses.
6. The Customer decides whether to turn on AI replies, which AI Chat capabilities to enable and which channels to connect. AI replies are off by default on new connections. Once they are on, the AI Chat sends replies directly to visitors and the Customer does not review them first.
7. The Customer must test the AI Chat before turning it on, review its conversations regularly, and correct, pause or disable it if it gives inaccurate or unsuitable answers. Administrators can read conversations, pause AI replies and disable chat channels at any time. Conversations are kept until the Customer asks Heedly to delete them or this agreement ends.
8. Heedly configures the AI Chat not to give veterinary advice and to direct emergencies to the practice or an emergency service. It is not a veterinary professional, can still make mistakes, and must not be relied on for diagnosis, treatment advice or triage. The Customer must make sure the contact and out-of-hours information on its Website is correct, because the AI Chat uses it.
9. AI-generated messages in the Website chat are labelled as coming from an AI assistant. Where the Customer connects a messaging channel such as WhatsApp or Facebook Messenger, the Customer must make sure people are told that they may be talking to an AI. The Customer must cover the AI Chat and its conversations in its privacy notice.
10. Depending on the capabilities the Customer enables, the AI Chat can answer questions from the published Website content and FAQs, collect contact details, check appointment availability, submit appointment requests and hand conversations to the Customer's staff. The Customer is responsible for the actions it permits and for checking that they are carried out correctly.
11. Heedly's staff AI assistant lets Authorised Users manage the features they have enabled by giving instructions, including Website content, contacts, appointments and operational records. It prepares email drafts for the user to review and send. The Customer is responsible for the changes the staff AI assistant makes on an Authorised User's instruction and must check the results.
12. Heedly does not guarantee that the AI Chat or the staff AI assistant will be accurate, available or suitable for any purpose.

Compliance and regulated content

1. Heedly designs its templates with features intended to help practices meet Regulatory Requirements, such as a pricing page reachable from the homepage, structured price lists, ownership information, out-of-hours information, complaints information and cookie consent.
2. The Customer remains solely responsible for its own compliance with Regulatory Requirements, including:
   1. the accuracy, completeness and currency of prices, fees and estimates information;
   2. ownership information;
   3. out-of-hours arrangements and how they are described;
   4. its complaints procedure;
   5. not advertising prescription-only veterinary medicines to the public;
   6. making sure claims about services, qualifications, accreditations, awards and outcomes are accurate and can be substantiated;
   7. obtaining consent for images, testimonials and case stories; and
   8. its privacy notice and the lawful use of personal data collected through the Website.
3. Heedly does not give legal, regulatory or veterinary advice. Policy templates provided by Heedly (including privacy, cookie, website terms, complaints and estimates policies) are starting points that the Customer must review and adapt, taking its own advice where needed.
4. Heedly's templates, compliance features and policy templates are designed around UK requirements. For practices outside the UK, the Customer must tell Heedly about any local requirements that affect its website, and Heedly does not guarantee that its templates meet them.
5. If a change in Regulatory Requirements means new information is needed (for example additional price items), Heedly will tell the Customer and the Customer must supply it within the timescale Heedly gives. Heedly is not responsible for non-compliance caused by information not being supplied.
6. The Customer will tell Heedly promptly about any regulator correspondence or complaint relating to the Website.

Domains, DNS and email

1. The Customer's domain remains owned by and registered to the Customer. If Heedly registers or renews a domain for the Customer, it will be registered in the Customer's name and the cost recharged.
2. The Customer authorises Heedly to manage DNS for the Website domain through Heedly's DNS provider Cloudflare.
3. Before DNS is moved, the Customer must tell Heedly about every service that relies on its DNS, in particular its email provider. Heedly will take reasonable care to copy existing records. Heedly is not responsible for disruption caused by incomplete or inaccurate information, or by the Customer's registrar or email provider.
4. The Customer keeps control of its registrar account and must not change DNS settings or nameservers without telling Heedly.
5. When this agreement ends, Heedly will hand DNS management back to the Customer or its nominated provider within 5 Business Days of a written request. This handover is not conditional on payment of outstanding Fees.

Third-Party Services

1. The Customer is responsible for its accounts with Third-Party Services, any fees they charge, and complying with their terms. Each connection to a Third-Party Service is optional and is authorised by the Customer through that service's own consent process.
2. The Customer authorises Heedly to access and configure Third-Party Services connected to the Website to the extent needed to provide the services.
3. The Customer authorises Heedly to import data from Third-Party Services that the Customer or its Authorised Users connect to the Platform. This includes reporting data, such as performance data from Meta and appointment data (such as dates, types and statuses) from its practice management system. Depending on what is connected, it can also include emails and attachments (for example from Gmail, starting with the previous 30 days, or sent to the Customer's Heedly inbound email address), comments on accounts such as Instagram, Threads and YouTube, messages from channels such as WhatsApp, Telegram, Facebook Messenger and Instagram, and Google Business Profile reviews. Voice notes are sent to OpenAI for transcription, and Heedly then deletes its copy of the audio. This data can include the names and other personal data of the Customer's clients and other individuals. Connecting an account or channel starts the import. The Customer decides what to connect, must only connect what it needs, and is responsible for having a lawful basis and for giving privacy information to the people concerned. Heedly keeps imported data until the Customer asks Heedly to delete it or this agreement ends. The Customer can ask for imported emails, comments, messages and transcripts to be deleted by emailing [email protected], and Heedly will carry out the request within 10 Business Days, except where it must keep the data by law. Heedly processes imported personal data as set out in the Heedly Data Processing Agreement. How Heedly handles data received from Google is also described in the Google user data section of the Privacy Notice.
4. Heedly does not control Third-Party Services and is not responsible for their availability, accuracy, security, changes or withdrawal, including changes to or withdrawal of API access.
5. Heedly will use reasonable efforts to maintain the integrations listed in the Order Summary but may modify or discontinue an integration if the provider changes or withdraws its service, or if the terms of access become unreasonable for Heedly. Heedly will give as much notice as reasonably possible and make reasonable efforts to adapt or offer an alternative.

Hosting, availability and support

1. Heedly will host the Website and aim to meet the availability target and support response times in Schedule 1.
2. Heedly may carry out planned maintenance, giving at least 48 hours' notice where it is likely to cause downtime, and may carry out emergency maintenance without notice.
3. Heedly will keep backups as described in Schedule 1. Backups are for recovery purposes and are not an archive service.

Customer responsibilities

1. The Customer will provide accurate and complete information and keep the information on the Website up to date, including opening hours, prices, team details, contact details and out-of-hours arrangements.
2. The Customer will make sure it owns or is licensed to use all Customer Content, including photos, fonts, logos and text.
3. The Customer will obtain and keep records of consent from staff for photos and biographies, and from clients for pet photos, testimonials and case stories.
4. The Customer will nominate a main contact with authority to give approvals and instructions.
5. The Customer will make sure its practice management system, booking tools and other Third-Party Services are set up correctly.

Acceptable use

The Customer must not, and must make sure its Authorised Users do not:

1. publish content that is unlawful, misleading, defamatory, discriminatory, infringes anyone's rights or breaches Regulatory Requirements;
2. advertise prescription-only veterinary medicines to the public;
3. upload malicious code, attempt to breach the Platform's security, or attempt to access other customers' websites or data;
4. copy, modify, reverse engineer, resell, sublicense or create derivative works of the Platform or Heedly Materials, or use them to build a competing product;
5. use automated tools to scrape or overload the Platform;
6. use the Website to collect personal data beyond what is necessary or without a lawful basis; or
7. use the Platform to send unsolicited marketing.

Fees and payment

1. The Customer will pay the Fees set out in the Order Summary.
2. The Setup Fee is payable in full when the Customer accepts these Terms.
3. The Subscription Fee and any Additional Site Fees are payable monthly in advance from the Go-Live Date by Direct Debit or card.
4. All Fees exclude VAT and other sales taxes, which will be added where applicable. Where the reverse charge or an equivalent mechanism applies, the Customer will account for the tax in its own country.
5. Fees are payable in pounds sterling (GBP), without any deduction or withholding. If the law requires a deduction or withholding, the Customer will pay an additional amount so that Heedly receives the full Fees. The Customer pays its own bank and currency conversion charges.
6. Heedly collects the Subscription Fee and any Additional Site Fees automatically on each billing date. Invoices are available to download in the Platform. If a payment fails, Heedly may try it again and the Customer must update its payment details promptly.
7. If the Customer pays late, Heedly may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 or, where that Act does not apply, interest at 8% a year above the Bank of England base rate.
8. Third-party costs, such as domains, paid integrations, stock imagery, printing and media spend, are charged at cost or as quoted.
9. Heedly may increase the Subscription Fee, the Additional Site Fee and its day rate once in any 12-month period by giving at least 30 days' written notice. No increase will take effect during the Minimum Term. If an increase is more than 10%, the Customer may terminate by written notice before it takes effect.
10. Where a Site is added during this agreement, its fees start from the date it is added. Adding a Site does not restart the Minimum Term unless agreed in writing.
11. Fees are non-refundable except where this agreement says otherwise.

Term and renewal

1. This agreement starts on the Start Date, continues for the Minimum Term, and then continues month to month until terminated.
2. After the Minimum Term, either party may terminate by giving at least one month's written notice, ending on the last day of a billing month.
3. If the Customer terminates during the Minimum Term, other than for Heedly's material breach, the Subscription Fee and Additional Site Fees for the rest of the Minimum Term become payable immediately.

Suspension

1. Heedly may suspend access to the Platform, the Website or both where:
   1. undisputed Fees remain unpaid 14 days after Heedly has given written notice of non-payment;
   2. suspension is needed to deal with a security threat or prevent harm to the Platform or other customers;
   3. Heedly reasonably believes the Website contains unlawful content or content that breaches the Acceptable Use section; or
   4. suspension is required by law or a regulator.
2. Heedly will limit any suspension to what is reasonably necessary, tell the Customer why as soon as reasonably possible unless the law prevents it, and lift it promptly once the cause is resolved.
3. If Heedly suspends the Website for non-payment, it will where reasonably practicable display a holding page showing the practice name, phone number and out-of-hours details so that animal owners can still reach the practice or emergency care.
4. Fees continue to be payable during a suspension caused by the Customer.

Intellectual property

1. Heedly and its licensors own all intellectual property rights in the Platform and Heedly Materials. Nothing in this agreement transfers ownership of them to the Customer.
2. The Customer owns its Customer Content, its Customer Data, its trade marks and its custom domain name.
3. Copy that Heedly writes specifically for the Customer's Website belongs to the Customer once the related Fees have been paid. This does not include standard wording that Heedly uses across websites, such as standard service descriptions, compliance wording and policy templates, which remain Heedly Materials.
4. Heedly grants the Customer a non-exclusive, non-transferable licence during this agreement to use the Heedly Materials as part of the Website.
5. The Customer grants Heedly a non-exclusive, royalty-free licence to host, copy, adapt, display and process Customer Content during this agreement, and afterwards for as long as needed to complete its obligations on termination.
6. The Customer does not own the Website's code, design framework or hosting infrastructure. These are Heedly Materials and do not transfer to the Customer during or after this agreement. When this agreement ends, the Customer can receive the export described in the Effect of termination section.
7. Heedly may use any feedback or suggestions the Customer gives about the Platform without restriction.
8. Branding, photography or other work Heedly produces under a separate agreement is governed by that agreement.

Aggregated data

1. Heedly may collect and use data about how the Platform and websites are used, and anonymised and aggregated data derived from Customer Content and website analytics, to operate, improve and develop its products and services, as long as the data does not identify the Customer or any individual.

Data protection

1. Each party will comply with Data Protection Legislation.
2. For personal data that Heedly processes for the Customer through the Platform (for example enquiry forms, new client registrations, booking requests, analytics, cookies, AI Chat conversations and imported data), the Customer is the controller and Heedly is the processor. The Heedly Data Processing Agreement applies to that processing and forms part of this agreement. The Customer can read it at heedly.co/dpa.
3. Heedly is the controller of personal data about the Customer's contacts and Authorised Users that it uses to manage the account, billing and relationship, and handles that data under its own Privacy Notice.
4. The Customer is responsible for having a lawful basis for the processing, for the privacy notice on the Website, for deciding which analytics and marketing tags run on the Website, and for responding to requests from individuals. Heedly will provide reasonable assistance.

Confidentiality

1. Each party will keep the other party's confidential information confidential, use it only for the purposes of this agreement, and disclose it only to staff, contractors and advisers who need to know it and are bound by equivalent confidentiality obligations.
2. This does not apply to information that is or becomes public other than through a breach of this agreement, was already known to the receiving party, is independently developed, or must be disclosed by law or a regulator.
3. These obligations continue during this agreement and for three years after it ends.

Publicity

1. Heedly may include a small "Website by Heedly" credit and link in the Website footer. The Customer may ask for it to be removed.
2. Heedly may name the Customer as a client and show screenshots of the Website in its marketing. The Customer may opt out at any time by email.
3. Heedly will get the Customer's approval before publishing a case study that includes performance figures or quotes from the Customer.

Warranties and disclaimers

1. Each party confirms it has the authority to enter into this agreement.
2. The Customer confirms that Customer Content is accurate, that it has all necessary rights and consents, and that its use on the Website will not infringe anyone's rights or breach Regulatory Requirements.
3. Heedly does not guarantee search engine rankings, visibility in or recommendations from AI assistants, numbers of enquiries, bookings or new clients, revenue, or that the Website will be uninterrupted or error-free.
4. Except as set out in this agreement, all other warranties and conditions are excluded to the extent permitted by law.

Liability

1. Nothing in this agreement limits either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything that cannot be limited by law.
2. Heedly is not liable for loss of profits, revenue, business, clients, goodwill or anticipated savings, for loss or corruption of data (other than its obligation to restore from the latest backup), or for any indirect or consequential loss.
3. Heedly is not liable for loss arising from:
   1. Customer Content, including prices and clinical information, or changes made by Authorised Users;
   2. AI output published by the Customer or sent to visitors by the AI Chat;
   3. inaccurate data from the Customer's practice management system or other systems;
   4. Third-Party Services;
   5. the Customer's failure to comply with Regulatory Requirements; or
   6. the Customer's failure to supply information or follow Heedly's reasonable instructions.
4. Heedly's total liability arising under or in connection with this agreement, whether in contract, tort (including negligence) or otherwise, is limited to the total Fees paid by the Customer in the 12 months before the event giving rise to the claim.
5. The Customer will indemnify Heedly against losses, fines, costs and reasonable legal fees arising from any claim that Customer Content infringes a third party's rights, or from the Customer's breach of Regulatory Requirements, the Acceptable Use section or Data Protection Legislation.

Termination

1. Either party may terminate this agreement immediately by written notice if the other party:
   1. commits a material breach that cannot be remedied, or does not remedy a material breach within 30 days of written notice; or
   2. becomes insolvent, enters administration or liquidation, makes an arrangement with its creditors, or stops trading.
2. Heedly may terminate by written notice if undisputed Fees remain unpaid 30 days after a suspension for non-payment.
3. Heedly may terminate on at least three months' written notice if it decides to discontinue the Platform. Heedly will refund any Fees paid for the period after termination and no early termination charge will apply.

Effect of termination

1. All unpaid Fees become due immediately.
2. The licences granted under this agreement end and Heedly will stop hosting the Website on the termination date.
3. If the Customer asks within 30 days after termination, Heedly will provide, within 20 Business Days, an export of the Customer's contact records, including linked records where those features are enabled, in JSON format. Heedly will also use reasonable efforts to provide other Customer Content and Customer Data it holds for the Customer, such as page text, prices, team details and enquiry history, in a commonly used format, but does not promise a complete export of every item or of data held in Third-Party Services. Uploaded files are included as file details only unless Heedly agrees otherwise. Heedly does not provide the Website's code or a copy of the Website, and the Customer should keep its own copies of its original images and documents. Further help, such as migration to another provider or a redirect map, is charged at Heedly's day rate.
4. DNS will be handed back as set out in the Domains, DNS and email section.
5. Heedly will delete Customer Content within 60 days after termination, except where it must keep it by law, and not before the export period in point 3 has ended. Backups are deleted in the normal backup cycle within a further 35 days. Heedly may also keep limited audit records with personal details redacted, and the account details of users who have access to other clinics on the Platform.
6. Any provision that is intended to continue after termination will continue, including those on intellectual property, confidentiality, liability, data protection, effect of termination and general terms.

Changes to the Platform and these Terms

1. Heedly may change and develop the Platform but will not materially reduce the core functionality of the Customer's package during the Minimum Term.
2. Heedly may update these Terms by giving at least 30 days' notice by email or through the Platform. If a change materially disadvantages the Customer, the Customer may terminate by written notice before the change takes effect without paying any early termination charge. Changes required by law or a regulator may take effect sooner. If the Customer keeps using the Platform after a change takes effect, it is treated as having accepted the change.

Events outside a party's control

Neither party is liable for delay or failure caused by events beyond its reasonable control, including failures of hosting or infrastructure providers, internet outages, cyber attacks that the affected party took reasonable precautions against, pandemics and government action. This does not apply to payment obligations.

General

1. This agreement is the entire agreement between the parties about its subject matter and replaces any earlier proposals, discussions or understandings.
2. Changes to this agreement must be agreed in writing by both parties, except where these Terms allow Heedly to make changes on notice.
3. The Customer may not assign or transfer this agreement without Heedly's written consent. Heedly may assign or transfer this agreement to a group company or to a buyer of its business or the Platform by giving notice to the Customer.
4. Notices must be sent by email to the addresses in the Order Summary and are treated as received on the next Business Day.
5. Nothing in this agreement creates a partnership, joint venture or agency between the parties.
6. No one other than the parties has any right to enforce this agreement under the Contracts (Rights of Third Parties) Act 1999.
7. If any provision is found to be invalid or unenforceable, the rest of this agreement continues to apply.
8. A failure or delay in exercising a right does not waive that right.
9. This agreement is accepted electronically through the Platform, and acceptance binds the Customer in the same way as a signature.
10. This agreement and any dispute arising from it, including non-contractual disputes, are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction over any claim brought by the Customer. Heedly may bring a claim in the courts of England and Wales or in the courts of the country where the Customer is based.
11. These Terms are written in English. If they are translated, the English version prevails.

Schedule 1: Service Levels and Support

Order Summary (generated at sign-up)

The Platform generates the Order Summary when the Customer signs up. It sets out:

Part B: Website terms of use

These terms apply to anyone using heedly.co. They govern your use of this website and the free content we make available through it, such as the Vet Marketing Playbook. They do not govern the services we provide to clients: the Heedly platform is covered by Part A, and marketing services are covered by a separate written agreement or proposal for each engagement.

Accepting these terms

By using this website you confirm that you accept these terms and agree to comply with them. If you do not agree to them, you must not use this website. We recommend that you save or print a copy of these terms for future reference.

Changes to these terms and to the website

We may amend these terms from time to time; the date at the top shows when they were last updated. Every time you wish to use this website, please check these terms to make sure you understand the terms that apply at that time. We may also update, change or withdraw parts of this website without notice, including to reflect changes to our services or business priorities.

Availability of the website

This website is made available free of charge. We do not guarantee that it, or any content on it, will always be available, uninterrupted or error-free. We may suspend, withdraw or restrict the availability of all or any part of the website for business or operational reasons.

Acceptable use of the website

You may use this website only for lawful purposes. You must not:

• use it in any way that breaches any applicable local, national or international law or regulation;
• knowingly introduce viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful, or attempt to gain unauthorised access to the website, its server or any connected database;
• use automated systems to scrape, harvest or extract data from the website without our prior written consent;
• misuse contact details published on the website to send unsolicited marketing; or
• reproduce, duplicate, copy or re-sell any part of the website in breach of these terms.

A breach of this section may be a criminal offence under computer misuse legislation. We may report any such breach to the relevant law enforcement authorities and cooperate with them, and your right to use this website will end immediately.

Intellectual property in the website

We are the owner or the licensee of all intellectual property rights in this website and in the material published on it, including text, graphics, logos, photography and the Vet Marketing Playbook. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may view, download and print pages or the playbook for your own internal business use. You must not modify the materials, use any illustrations or photographs separately from their accompanying text, or remove any acknowledgement of us as author. You must not use any part of the content for commercial purposes (for example, republishing it as your own) without a licence from us. Client logos, photography and case-study material shown on this website remain the property of the respective clients and are used with their permission.

Free content, case studies and results

The content of this website, including the playbook, case studies and statistics, is provided for general information only. It reflects real results achieved for specific clients in specific circumstances and is not a promise or guarantee that your practice will achieve the same or similar results. Nothing on this website is professional, financial or legal advice, and you should not rely on it as a substitute for advice tailored to your circumstances.

Our services

Descriptions of our services on this website are an invitation to get in touch, not a contractual offer. Any engagement for marketing services (website builds, Google Ads management, branding, photography, strategy or otherwise) will be subject to a separate written proposal or agreement setting out the scope, fees and terms of that engagement. In the event of any conflict between these website terms and a signed services agreement, the services agreement prevails for that engagement. Requesting early access to website builds or requesting the playbook does not create any obligation on you or on us.

Links to and from other websites

Where this website contains links to other sites and resources provided by third parties (including our social media profiles), those links are provided for your information only. We have no control over the contents of those sites and accept no responsibility for them or for any loss or damage that may arise from your use of them. You may link to our home page provided you do so in a way that is fair and legal, does not damage or take advantage of our reputation, and does not suggest any form of association, approval or endorsement where none exists. We may withdraw linking permission without notice.

Disclaimer and limitation of liability

Nothing in these terms excludes or limits our liability for death or personal injury arising from our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited by law. Nothing in these terms affects any statutory rights you may have as a consumer that cannot be waived or limited by contract.

Subject to the paragraph above, we exclude all implied conditions, warranties, representations or other terms that may apply to this website or any content on it, and we will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty or otherwise, even if foreseeable, arising under or in connection with your use of (or inability to use) this website or your use of or reliance on any content displayed on it. If you are a business user, we will in particular not be liable for loss of profits, sales, business or revenue, business interruption, loss of anticipated savings, loss of business opportunity, goodwill or reputation, or any indirect or consequential loss.

We do not guarantee that this website will be secure or free from bugs or viruses. You are responsible for configuring your own technology to access it and should use your own virus protection software.

Privacy and cookies

We only use your personal information as set out in our Privacy Notice, and we use cookies as set out in our Cookie Policy.

General

If any provision of these terms is found by a court to be invalid or unenforceable, the remaining provisions will continue in full force and effect. If we do not insist that you perform any of your obligations under these terms, or if we do not enforce our rights against you or delay in doing so, that will not mean we have waived those rights. We may transfer our rights and obligations under these terms to another organisation; this will not affect your rights under these terms.

Governing law and jurisdiction

These website terms, their subject matter and their formation are governed by the laws of England and Wales, and the courts of England and Wales have non-exclusive jurisdiction over any dispute arising from them. If you are a consumer resident in the European Union, you also benefit from any mandatory provisions of the law of the country where you live, and nothing in these terms affects your right to rely on those provisions or to bring proceedings in your country of residence.

Contact us

To contact us about these terms, email [email protected], addressed to Matt Madden Photography Ltd (trading as Heedly).