PRACTICE TERMS

Last updated: 14 November 2026

1. ABOUT THESE TERMS

1.1 The parties. These terms are an agreement between Brahim Ouasti EI, trading as Inumbra Labs, an individual entrepreneur (entrepreneur individuel) registered in France in the national business register (Registre national des entreprises) under SIREN 538 543 034, intra-community VAT number FR24538543034, and which operates Harnay ('Harnay', 'we', 'us' or 'our'), and the veterinary practice that opens an account on the practice portal at https://pro.harnay.com (the 'Practice', 'you' or 'your').

1.2 What they cover. These terms govern the Practice's use of Harnay Pro, Harnay's product for veterinary practices: the Portal, the Subscription and its Seats, the Vetty Scribe it includes (clause 1.5), and the listing of the Practice and its Veterinarians on the Marketplace, together with the video Consultations held through it, the consultation reports, the payments and the fees.

1.3 Acceptance and authority. A person accepts these terms for the Practice by creating the Practice, by subscribing at checkout or by continuing to use the Portal, and confirms that they have authority to bind the Practice. Each Member uses the Portal under the Practice's account and must follow these terms. The Practice is responsible for what its Members do in the Portal and in Consultations.

1.4 Documents that form part of these terms. The Data Processing Agreement at https://harnay.com/data-processing-agreement (the 'DPA') is incorporated into these terms by reference and forms part of them. Our Privacy Policy at https://harnay.com/privacy-policy explains how we handle the personal data for which we are the controller. Pet owners who book Consultations are bound by our Terms of Service at https://harnay.com/terms-of-service.

1.5 Vetty Scribe. Vetty Scribe is our consultation-notes product for in-person work. Harnay Pro includes it for the Practice's Veterinarians who hold a Seat: no separate Vetty Scribe subscription or seat is needed, and its use is charged per recorded minute on the Practice's monthly invoice (clause 11.15). Within Harnay Pro, Vetty Scribe is governed by these terms, including the rules on recording in the consultation room in clauses 8.8 to 8.15, and by the DPA. The Vetty Scribe terms at https://vettyscribe.com/terms and the Vetty Scribe data processing agreement at https://vettyscribe.com/dpa do not apply to it: they govern only a standalone Vetty Scribe subscription taken on vettyscribe.com, which is separate from Harnay Pro.

1.6 Business use only. These terms are offered to veterinary practices and veterinarians acting for their business or profession, not to consumers. By accepting them, the Practice confirms that it acts for its business.

1.7 Language. These terms are written in English, and the English text governs. We publish translations into other languages; each is provided for convenience only.

2. DEFINITIONS

In these terms:

• Administrator: a Member who manages the Practice's team, billing and settings in the Portal.
• Billable Veterinarian: a Veterinarian who belongs to the Practice and whose veterinary licence Harnay has approved and which is active, so that they can take Consultations.
• Cancellation Policy: the Practice's cancellation policy, as described in clause 13.7.
• Client: a pet owner who books, or has booked, a Consultation with the Practice, or whom the Practice has recorded as its client in the Portal.
• Consultation: a video consultation between a Veterinarian of the Practice and a Client, held through Harnay. Harnay offers no in-person consultations.
• Fee-Free Period: the period described in clause 11.4.
• Guest: a person whom a Client invites to join a Consultation through a link.
• Instant Consultation: a Consultation the Practice starts at once for a Client, as described in clause 6.13.
• Listing Pages: the search, country, city and other discovery pages of harnay.com that show Practices and Veterinarians.
• Marketplace: harnay.com, through which Clients find and book Practices: its Listing Pages, the public profiles of Practices and Veterinarians, and the Practice Links.
• Marketplace Discovery: a Client's finding the Practice or one of its Veterinarians through the Listing Pages, or through the public profile pages they lead to, rather than through a Practice Link.
• Member: a person who belongs to the Practice in the Portal, whether a Veterinarian or a member of staff, including Administrators.
• New Client and New-Client Fee: as described in clause 11.
• Participant: anyone who joins a Consultation: the Client, a Guest, and each Member who joins.
• Portal: the practice portal at pro.harnay.com.
• Practice Link: a booking link for the Practice or for one of its Veterinarians, which the Practice may share with anyone or publish, for example on its website.
• Practice Records: the personal data that Harnay processes on the Practice's behalf as its processor, as defined in the DPA.
• Seat: the right of a Billable Veterinarian to use Harnay Pro, Vetty Scribe included, and to be listed on the Marketplace, held under the Subscription as clause 10.1 describes.
• Stripe Account: the Stripe account the Practice opens through the Portal to receive Consultation payments.
• Subscription: the Practice's Harnay Pro subscription, one per Practice, billed monthly.
• Veterinarian: a Member who holds a veterinary licence and gives Consultations.
• Video Consultation Fee: as described in clause 11.14.
• Harnay Pro: has the meaning given in clause 1.2.
• Vetty Scribe: has the meaning given in clause 1.5.

3. THE SERVICE

3.1 What Harnay does. Through Harnay Pro, the Practice is listed to pet owners, receives bookings and requests, holds video Consultations, is paid through its own Stripe Account, and receives a draft consultation report prepared from each recorded Consultation for the Veterinarian to review and sign. Its Veterinarians can also use Vetty Scribe for their in-person consultations (clauses 1.5 and 8.8).

3.2 What Harnay does not do. We provide the technology and the introduction. The Consultation is a service the Practice sells to the Client: the Practice is the seller and the merchant of record, and the Veterinarian is the professional responsible for it. We do not practise veterinary medicine, we give no clinical advice, and we are not a party to the contract between the Practice and the Client.

4. ACCOUNTS, TEAMS, INVITATIONS AND ROLES

4.1 Accounts. Each Member signs in with their own email address and password, or with their Google account. A one-time code sent by email confirms an email address. An account is a single Harnay account, used also on harnay.com and on Vetty Scribe. Each Member must keep their credentials confidential and use the Portal from a secure device.

4.2 One account, one practice. An account belongs to at most one Practice, Administrators included. A group of clinics with several sites is one Practice with all its Veterinarians in it. A person who works for two unrelated practices needs two accounts with different email addresses.

4.3 Roles. Each Member is either a Veterinarian or a member of staff, and any Member may also be an Administrator. Administrators invite people, approve or decline requests to join, remove Members, set prices and manage billing. The only Administrator of a Practice cannot leave it, or delete their account, while others remain in it; they must first make another Member an Administrator. Any Member of the Practice can join the Practice's Consultations, and the Practice decides which of its Members do.

4.4 Invitations. An Administrator may invite a person by email to join the Practice in a given role. A Veterinarian who joins holds a Seat once they are a Billable Veterinarian, charged as clause 10.3 describes.

4.5 Requests to join. When an Administrator has a verified email address at the Practice's own domain (never a free email provider), that domain becomes the Practice's join domain. Anyone who signs in with a verified address at that domain is shown the Practice's name, city, country and logo and may ask to join, and the Administrators see the name and email address of the person asking. The feature is on by default, and an Administrator can switch it off on the Team page. A request not answered within 30 days lapses. Someone who already belongs to a Practice cannot ask to join another; they can only be invited.

4.6 Moving to another practice. A move always starts with an invitation from the new Practice, and the person confirms that accepting it means leaving the Practice they belong to. Their Seats at the old Practice are released. The consultation records and reports they wrote stay with the old Practice as its records, still showing them as signer. Their veterinarian profile and licence approval go with them, subject to clause 5.5. If they were the last Member of the old Practice and it holds records, it is closed as clause 15.3 describes.

5. LICENCES AND REVIEW

5.1 What is required. To be listed and booked, the Practice must hold, and give us, the documents that Schedule 1 (Documents by country) marks as required in the country where the Practice is established: in most countries a business registration; a veterinary premises or establishment licence where that country, or the Practice's state or territory, requires one; and, in Italy, professional liability insurance. Each Veterinarian must hold a valid veterinary licence issued in the country where the Practice is established, as Schedule 1 names it. An independent veterinarian registers as a Practice of one and provides both the Practice's documents and their own licence. In the United Arab Emirates, where a veterinarian may practise only through a licensed veterinary establishment, we do not accept an independent veterinarian as a Practice of one. We may update Schedule 1 as the law changes; the Portal always shows the current list of documents asked of the Practice.

5.2 Our review. The Practice submits its documents, and each Veterinarian their licence, in the Portal. A Harnay operator reviews each document before the Practice or Veterinarian can be booked. We may ask for changes, decline a submission, or ask for a renewed document. Our review is a check of the documents submitted; it is not a check against a regulator's register and does not replace the Practice's own duty to hold every authorisation that the law requires of it, whether or not Schedule 1 lists it, and to make sure that its Veterinarians are licensed. The Practice warrants that every document it or its Members submit is genuine, current and accurate.

5.3 What is shown publicly. The documents are never shown publicly. The number, the issuing authority and the country of the Veterinarian's licence and of one of the Practice's approved documents (its premises or establishment licence where one is on file, otherwise its business registration), and the fact that we have reviewed them, are shown on the public pages of the Practice and of the Veterinarian.

5.4 Expiry. Some documents, such as a business registration, have no expiry date. The Practice must keep every document that does expire in date, by giving us the renewed document before the one on file expires. We remind the Practice 30 days, 7 days and 1 day before a required document or a Veterinarian's licence on file expires. A Practice whose required document has expired, or a Veterinarian whose licence has expired, leaves the Marketplace and cannot take new bookings until a valid one is on file; bookings already made are not cancelled.

5.5 Changes the Practice must report. The Practice and each Veterinarian must tell us at once, at support@harnay.com, of any change to a licence or to one of the Practice's documents (including its suspension, restriction, withdrawal or replacement) and of any change in the country where a Veterinarian practises, including a move to a Practice in another country. We may pause the Veterinarian's or the Practice's profile until we have verified the licence or document again. While a profile is paused it is not listed and cannot take new bookings.

5.6 Suspension for risk. We may suspend a Veterinarian's or the Practice's listing without notice where we reasonably believe that animal welfare, a Client or the integrity of the Marketplace is at risk, and we will tell the Practice why, as clause 14.4 describes.

5.7 Business information. The Practice must give us, and keep up to date, its legal name, address, contact details, registration number and, where it has one, its VAT or other tax identification number, so that Clients can know who they are contracting with and so that our invoices to the Practice are correct. We may show the information Clients need to Clients where the law requires it.

6. LISTING AND BOOKING

6.1 Bookable. The Practice's and its Veterinarians' Practice Links work once the Practice is approved and active, its Stripe Account has charges and payouts enabled, every document that Schedule 1 requires of it is approved and in date, and the Veterinarian is approved and their licence is valid.

6.2 Listed. The Practice and a Veterinarian appear on the Listing Pages when, in addition, the Practice holds a current Subscription or a waiver we have granted, and the Veterinarian holds a Seat or is covered by that waiver.

6.3 New bookings. A Client can complete a new booking with a Veterinarian, through the Listing Pages or a Practice Link, only while the Practice's Subscription is current or waived and that Veterinarian holds a Seat or is covered by the waiver.

6.4 A lapse costs listings, never data or bookings. If the Subscription is cancelled, lapses or is suspended, the Practice and its Veterinarians leave the Listing Pages and cannot take new bookings from Clients. The Practice keeps its account, its access to its records and every booking already made, which it must honour.

6.5 Where Clients can book. On the Listing Pages, a Client finds and books only Practices in the Client's own country, which is the country the Client has stated in their account; the Client's IP address is used only to suggest that country and to choose what signed-out visitors see. Through a Practice Link, likewise, only a Client whose country is the Practice's country can book, until the Practice turns on the option in the Portal to accept clients who live abroad, on the terms of clause 7.3. While that option is on, anyone who has the Practice Link can book through it from any country. The Practice may turn the option off at any time; bookings already made are not affected. Harnay applies these limits to the country the Client states, and does not verify where a Client lives or where the Client and the animal are at the time of a Consultation: a Client may state a country that is not theirs, or be travelling. Whatever these limits allow, the Practice provides only the care it may lawfully provide where the Client and the animal are, and otherwise declines, cancels or limits the Consultation in the way clause 7.3(b) describes.

6.6 Ranking. Unless the person searching chooses another order, the Listing Pages order Listed Practices by their average review rating, then by their number of reviews, then by name, and order Vets by whether they are available to consult now, then by average review rating, then by number of reviews, then by name. In a search for a date, Vets with free slots on that date come first. Ranking does not depend on any payment to us.

6.7 Availability. Each Veterinarian publishes the hours they offer in the Portal, with any buffer and notice period. The Practice keeps availability accurate and declares closures.

6.8 Bookings and requests. A Veterinarian may accept bookings automatically or review each request. With automatic acceptance, a booking is confirmed and paid at once. With review, the Client's payment is authorised and held, and the Veterinarian may accept, decline or suggest other times. A request expires 24 hours after it was made or 30 minutes before the requested time, whichever comes first, and the hold is then released. Accepting a request captures the payment. The Practice must answer requests promptly and honour confirmed Consultations.

6.9 Prices. Administrators set the Practice's Consultation prices, including a price of zero, for each type of Consultation: a price within the Practice's opening hours and a price outside them, in the currency of the Practice's country. An appointment the Practice creates, an Instant Consultation included, takes the price the Practice sets when it creates it. The price shown to the Client at booking is the full amount the Client pays and includes any tax the Practice must charge. Harnay adds no fee for the Client. A price change applies to bookings made after it, never to a booking already confirmed.

6.10 Appointments the Practice creates. The Practice may create appointments for its own Clients in the Portal, free or priced, and send a payment link for a priced one. Such appointments are video Consultations like any other, carry no New-Client Fee, and are held under these terms.

6.11 Reviews. A Client who has completed a Consultation may review it once, with a rating and optional text. The Practice may reply publicly. Replies must be accurate and courteous and must not disclose a Client's information. We may remove a review or a reply that breaches our Terms of Service or these terms.

6.12 Payment after the Consultation. For an appointment it creates in the Portal, the Practice may choose that the Client pays after the Consultation. The price is the one the Practice sets when it creates the appointment and cannot be changed afterwards. Once the Consultation has taken place, Harnay sends the Client, on the Practice's behalf, a payment request payable through Harnay within 7 days of the end of the Consultation, and reminds the Client of it one day and three days after sending it. If the Consultation does not take place, no request is sent. Harnay does not guarantee payment, and its part in collecting the amount is limited as clause 6.14 describes; the Practice may send the request again from the Portal. The Video Consultation Fee is due once the Consultation has taken place, whether or not the Client pays, and is charged on the Practice's monthly invoice (clause 11.16). Like every appointment the Practice creates, such a Consultation never carries the New-Client Fee.

6.13 Instant Consultations. The Practice may start an Instant Consultation, held at once, for a Client it is in contact with, for example by telephone. The appointment starts when it is created, may fall outside the Veterinarian's published hours and may overlap their other appointments. Its join link is sent by email only, to the Client's email address in the Portal, and signs the Client in for that Consultation only. The Practice is responsible for having the Client's agreement to be contacted in this way and for the email address being right. The Practice may make the Consultation free, paid at the Practice, paid through Harnay before the Client joins, or paid after it under clause 6.12.

6.14 Unpaid amounts. An amount payable after the Consultation (clause 6.12) is owed by the Client to the Practice. Harnay's part in collecting it is limited to sending the payment request and at most two reminders of it, on the Practice's behalf and at no extra cost to the Client; Harnay stops once the request is paid, marked as paid by the Practice or expired, and tells the Practice when a request expires unpaid. The Practice may mark a request as paid where the Client paid it directly. No late-payment fee, interest, collection charge or other amount may be added to the request through Harnay. Any further recovery is the Practice's own matter, outside Harnay and at its own responsibility, under the law of its country, including the rules that protect consumers from unfair debt-collection practices. Harnay never gives a Client's data to a debt collector.

7. THE PRACTICE'S PROFESSIONAL DUTIES

7.1 Standard of care. The Veterinarian is solely responsible for the clinical content of every Consultation: the assessment, the advice, any diagnosis, any prescription, and the decision that a matter cannot properly be handled remotely and must be referred to an in-person examination. Each Veterinarian must give every Consultation the standard of care that their profession and their regulator require.

7.2 Remote-care rules where the Practice practises. The Practice warrants that its Veterinarians act within their licence, their professional rules and the law of the country where the Practice is established, including the rules that govern remote consultation, the veterinarian-client-patient relationship and remote prescribing there. Where those rules require a prior physical examination or an existing relationship before a remote consultation or a prescription, the Veterinarian must follow them.

7.3 Clients who live abroad. A Practice Link is public: anyone the Practice shares it with, or who finds it where the Practice has published it, can use it. While the option to accept clients who live abroad is on (clause 6.5), Clients in any country can book through it. By turning the option on, the Practice warrants and undertakes to Harnay that:

• (a) for each booking by a Client who lives, or whose animal is, outside the Practice's country, it checks before the Consultation starts whether it may lawfully provide it under the law and professional rules of its own country and of the country where the Client or the animal is;
• (b) where it may not, or may do so only in part, it declines or cancels the booking before the Consultation starts, so that the Client is refunded in full, or limits the Consultation to what it may lawfully provide; and
• (c) it alone makes that check, and Harnay does not check where Clients or animals are. The Portal shows the Practice the country each Client has stated, and marks a Client whose country is not the Practice's.

Clients who book through a Practice Link while that option is on must confirm, before they pay, that they have read this notice, which the Practice accepts as an accurate description of its Consultations:

You are booking a remote video consultation with this practice, whose vets are licensed in the practice's country. If you or your animal are in another country, the vet may only be able to give general advice, may be unable to diagnose or prescribe, and a prescription may not be valid where you are. A video consultation does not replace an examination in person and is not for emergencies.

The notice does not reduce the Practice's obligations under this clause 7.

7.4 Emergencies. Consultations are not for emergencies. The Practice must direct a Client whose animal needs urgent care to a clinic or emergency service.

7.5 Clients' right of withdrawal. The Practice is the trader in the contract for a Consultation. Clause 13.4 sets out how Clients in the European Union exercise their right of withdrawal and the role Harnay plays for the Practice.

7.6 Conduct towards Clients. The Practice and its Members must treat Clients with courtesy, must not contact a Client outside Harnay for a purpose the Client has not agreed to, and must not use Client data for marketing without the Client's consent.

8. RECORDING, TRANSCRIPTS AND AI REPORTS

8.1 Every Consultation is recorded. Every Consultation is recorded and transcribed. Before joining, each Participant, Guests included, is told that the Consultation's audio is recorded and transcribed, and joining is agreement to it. Each join is stored with its time and the version of the notice shown. There is no option to join without recording. The recording is made so that the Client receives the report. It rests on the contracts under which the Consultation is held: the Practice's contract with its Client, our Terms of Service, which the Client and any Guest accept, and, for Members, these terms and their membership of the Practice.

8.2 What is recorded. Only the audio of each Participant's microphone is recorded. Video and screen sharing are never recorded.

8.3 Audio deletion. The audio is recorded only so that it can be transcribed. It is deleted as soon as the transcript is stored. The audio of a Consultation that does not complete is deleted at once, and in any event within 24 hours.

8.4 The Practice's duties on recording. The Practice must not tell a Participant that a Consultation will not be recorded. It must not record a Consultation by any other means without the consent of every Participant.

8.5 AI-drafted reports. After a Consultation, a draft report is prepared with artificial intelligence from the transcript, the Client's intake answers and the patient's profile. The draft has a clinical note for the Practice and a version written for the Client, in the Client's language. The Veterinarian reviews and corrects both, and signs the report. Only a signed report is sent to the Client.

8.6 The Veterinarian is responsible. The draft is an aid and may contain errors or omissions. The Veterinarian is responsible for everything the signed report says and must not sign a report they have not reviewed. The Practice may use the clinical note as its record of the Consultation.

8.7 AI providers. The providers that transcribe and draft for us may keep inputs for a short period for abuse monitoring under their own terms. None of them may use Practice Records to train their models. The DPA names them.

8.8 Vetty Scribe. With Vetty Scribe, a Veterinarian who holds a Seat records an in-person consultation on a device of their choosing. Vetty Scribe transcribes the recording and drafts a structured clinical report from what was said, in a report template the Veterinarian chose before the consultation. The Veterinarian reviews the draft, edits it as they see fit and signs it. Vetty Scribe may be used only to record veterinary consultations in which the recording Veterinarian takes part. It does not send reports to clients: the Practice gives its clients their reports itself, by its own means and under its own responsibility.

8.9 Making each recording lawful. The Practice is responsible for making every Vetty Scribe recording lawful. Before a consultation is recorded, the Practice must tell everyone present (the client, anyone with them, and its own staff) that the consultation is being recorded and why, and it must have their consent, or another lawful basis under the law of the place where the recording is made. That law includes laws on recording private conversations, data-protection law and employment law. It differs from country to country and, in some countries, from region to region, and some laws require the consent of every person recorded. It is the Practice's responsibility to know what applies to it and to satisfy it. The Practice must not record anyone who has refused or withdrawn their consent where consent is the basis it relies on, and must stop a recording if a person present asks it to.

8.10 The consent confirmation. Before a recording starts, Vetty Scribe asks the Veterinarian to confirm that the client has consented, in the Practice's own consent wording or, if the Practice has set none, in ours. Once consent is confirmed for a client, it is kept on file for the Practice and is not asked again. Each consultation records that consent was confirmed, and a report cannot be signed without that confirmation. The confirmation is evidence of what the Practice told us. It is not consent itself, and it does not transfer the Practice's responsibility under clause 8.9 to us.

8.11 Recordings on the device. Audio is saved on the recording device before it is uploaded, so that a dropped connection or a closed tab does not lose the consultation. If the device clears its own storage before the upload finishes, part of a recording can be lost. We do not warrant that a recording will always be complete.

8.12 Reviewing and signing a Vetty Scribe report. A draft is written only from what was said in the consultation. It is a starting point for the Veterinarian's own clinical record, never a substitute for it. Automatic transcription and drafting can misrecognise speech, attribute words to the wrong speaker, omit something that was said, or include something that was not. Vetty Scribe checks each draft against the transcript, but those checks are an aid to the Veterinarian's review, not a replacement for it. The Veterinarian must read every draft in full before signing it. The Veterinarian who signs a report is responsible for its accuracy and completeness, for the care it records, and for meeting the record-keeping and professional obligations of their regulator, and clause 8.6 applies.

8.13 Not a medical device. Vetty Scribe is not a medical device. It does not diagnose, prescribe or recommend treatment, and it does not offer clinical decision support. Nothing it produces is veterinary advice. The Practice tells its clients that its reports are drafted with the help of artificial intelligence and reviewed by a Veterinarian, as the DPA describes and as the law or its regulator requires.

8.14 Voice and writing samples. A Veterinarian may enrol a short sample of their own voice. Vetty Scribe places it at the start of each recording they make, so that the transcript can tell their voice apart from the client's. A Veterinarian may also paste in past reports as a style reference; they are de-identified before they are stored and used only for that Veterinarian's own reports. Both are the Veterinarian's own data, which we hold as controller under our Privacy Policy, and a voice sample is stored only with the Veterinarian's explicit consent.

8.15 Vetty Scribe audio and records. The audio of a consultation whose report has not been signed is deleted 30 days after it was recorded; for the last 7 of those days, the consultation shows how many days remain. Deleting the audio does not delete the transcript or the draft, so the report can still be signed, without playback. Once a report is signed for the first time, its audio is deleted 7 days after that first signature, and a later amendment does not extend that period. These periods are fixed and cannot be changed by the Practice. Deleting a consultation removes its audio at once and removes it from the Practice's lists; its transcript and report stay with the Practice's records. Transcripts and reports are kept as the Practice's records while the Practice is open, unless the Practice instructs us in writing to erase them sooner, and are erased after closing as clause 16 describes.

9. RECORDS, DATA AND RETENTION

9.1 Roles. For the Practice Records, which include the Practice's client and patient records, its notes, and the content of its Consultations (the intake, the chat messages and files, the recording until it is deleted, the transcript and the report) and its Vetty Scribe records, the Practice is the controller and Harnay processes them on its behalf under the DPA. For owner accounts and marketplace data, including Member accounts, licences, listings, bookings, payments, reviews, New-Client Fee records, and the copies that each Client keeps in their own harnay.com account, Harnay is the controller and our Privacy Policy applies. The DPA sets out the split in detail.

9.2 The Practice's record-keeping. The Practice is responsible for its clinical records: for keeping them for as long as its regulator and the law require, and for giving Clients the information and copies they are entitled to. Harnay's retention and erasure rules below do not replace those duties. Where the Practice must keep a record longer than Harnay keeps it, the Practice must export it before Harnay deletes it.

9.3 Harnay's retention period. Harnay keeps the content of each Consultation (the intake, the chat messages and files, the transcript and the report) for 5 years after the Client's last Consultation with the Practice, and then deletes it, both from the Practice's records and from the Client's account. The Practice's other client and patient records stay for as long as the Practice's account is open, subject to clause 15. Vetty Scribe records are kept as clause 8.15 describes.

9.4 Export. An Administrator can download an export of the Practice's records at any time from the practice settings while the Practice is open. The export is a ZIP file of the Practice's consultation records and signed reports, Vetty Scribe's included, transcripts as text, and lists of its Consultations, clients, patients and notes. Audio is not included, because it is deleted once transcribed. An export link stays available for 7 days.

9.5 Clients the Practice records. When the Practice records a Client with an email address, a client account may be created for that Client so that signed reports can reach them. No email is sent to the Client when the account is created. The Practice confirms that it is entitled to give us that Client's details and that it has told the Client that its records are kept with Harnay.

9.6 Compromise. The Practice must tell us at once at support@harnay.com if it suspects that an account or Client data has been compromised.

10. THE SUBSCRIPTION AND SEATS

10.1 One monthly Subscription, with automatic Seats. Harnay Pro is one Subscription per Practice, billed monthly. There is no yearly plan. The Subscription includes Vetty Scribe for the Practice's Veterinarians (clause 1.5) and is priced per Seat. Every Billable Veterinarian holds one Seat, automatically: nobody chooses Seats or assigns them to named Veterinarians, and a Member who is not a Veterinarian needs none. A Seat is used by one Billable Veterinarian at a time. To subscribe, the Practice needs at least one Billable Veterinarian. There is no free trial of Harnay Pro.

10.2 Price, currency and tax. The Subscription is billed in the currency shown at checkout and on your invoice, at the price shown there. Prices are exclusive of value added tax (VAT). Subscriptions are invoiced by Brahim Ouasti EI, trading as Inumbra Labs, and each invoice shows our address, SIREN and VAT number. VAT is charged under French VAT rules, where it applies:

• (a) a Practice established in France is charged French VAT where it applies, as the invoice shows;
• (b) a Practice established in another Member State of the European Union that gives a valid VAT number is invoiced without French VAT under the reverse-charge mechanism (autoliquidation), and accounts for the VAT due in its own country;
• (c) a Practice established outside the European Union is invoiced outside the scope of French VAT, and accounts for any tax due in its own country.

10.3 Adding a Seat. When a Veterinarian becomes a Billable Veterinarian, for example when they accept an invitation, when an Administrator approves their request to join or when we approve their licence, the Subscription gains a Seat for them. That Seat is charged at once, pro rata for the rest of the current billing period, and then monthly with the Subscription. If that charge fails, the Veterinarian does not hold a Seat, and is neither listed nor bookable, until the payment succeeds. This charge does not apply where a Seat already paid for in the current period is free: the Veterinarian then takes that Seat at no extra charge, as clause 10.4 describes.

10.4 Removing a Seat. When a Veterinarian stops being a Billable Veterinarian, for example because they leave the Practice, delete their account, or their licence expires or is suspended, they can no longer take new bookings or record with Vetty Scribe, and they are no longer listed. Consultations already booked with them still take place. The Seat already paid for stays with the Practice until the end of the current billing period, with no credit and no refund, and another Veterinarian who becomes billable in that period takes it at no extra charge. At renewal, a Seat that no Billable Veterinarian holds is dropped.

10.5 Billing and renewal. The Seats are billed monthly in advance, and the usage in clause 11 monthly in arrears, on one invoice (clause 11.9), through Stripe. The Subscription renews automatically at the end of each monthly billing period until cancelled. Promotions are applied as Stripe promotion codes at checkout.

10.6 No Billable Veterinarian. If the Practice has no Billable Veterinarian, the Subscription ends at the end of the current billing period. If a Veterinarian becomes billable before then, the Subscription continues. The usage of that last period is still invoiced.

10.7 Price changes. A change to the Subscription price is a change to these terms, made with the notice that clause 23 describes. It applies from the Practice's first renewal after it takes effect.

10.8 Waivers. We may waive the Subscription for a Practice, in writing, for a stated period with an end date. No Seat is needed while the waiver lasts. A waiver does not change the fees in clause 11.

10.9 Failed payments. If a Subscription payment fails, Stripe retries it over the following days, and we email the Administrators three times: on the day the payment fails, which is our notice under clause 14.2; 7 days later, as a reminder; and 12 days after the failure, to say that the Subscription will be suspended in 2 days. The Practice stays listed for a grace period of 7 days after the failed payment, then leaves the Listing Pages until payment succeeds. Clause 14.2 applies if the payment is still outstanding 14 days after it failed.

11. USAGE AND THE NEW-CLIENT FEE

11.1 The fees besides the Subscription. Apart from the Subscription, Harnay charges the Practice for its usage, and for nothing else:

• (a) the Video Consultation Fee, for each video Consultation, as clause 11.14 describes;
• (b) Vetty Scribe, per recorded minute, as clause 11.15 describes; and
• (c) a one-time New-Client Fee on the first paid Consultation that a New Client books with the Practice after Marketplace Discovery. A booking made through a Practice Link never carries the New-Client Fee, even where the Client is new to the Practice.

Harnay charges no processing fee, no commission on any other Consultation, and no fee to the Client. The amounts that apply to the Practice are shown on its Billing page in the Portal.

11.2 The rate. The New-Client Fee is a percentage of the Consultation price or, if it is larger, the minimum amount for the Practice's currency shown in the Portal. The standard rate is 30%. Where Harnay has agreed a different rate with the Practice in writing, that rate applies and is shown to the Practice in the Portal. The rate in force at the time of booking applies to that booking.

11.3 Who is a New Client. A Client is a New Client of the Practice unless, at the time of booking, the Practice already knows them through Harnay, that is:

• (a) they have had a Consultation with the Practice booked on the Marketplace that was confirmed or took place;
• (b) the Practice holds a patient record for their animal that it created or imported in the Portal or in Vetty Scribe;
• (c) their email address appears in the client list the Practice has imported;
• (d) an earlier introduction of that Client to the Practice has already been recorded, including one made during the Fee-Free Period; or
• (e) the Practice has created an appointment for them in the Portal.

The Practice should add its existing clients to the Portal, one by one or by import, before it is listed and before it shares its Practice Links. A Client recorded before they book never carries the fee.

11.4 The Fee-Free Period. No New-Client Fee is charged on a Consultation booked during the 30 days after the Practice is first approved. An introduction made during that period is recorded and never carries the fee later. A later suspension and reinstatement does not start a new Fee-Free Period.

11.5 What never carries the fee. Bookings made through a Practice Link, appointments the Practice creates in the Portal, payment links, Consultations with a Client who is not a New Client, and Consultations priced at zero.

11.6 How it is collected. The New-Client Fee is taken from the Client's payment for that first Consultation, as an application fee on the charge made on the Practice's Stripe Account, or charged on the Practice's monthly invoice, as clause 11.16 describes. Where it is taken from the payment and the Veterinarian reviews requests, it is taken when the payment is captured. It is shown in the Portal with the payment. It is charged once per Client and Practice.

11.7 Refunds made through Harnay under the cancellation rules. If Harnay refunds a Consultation that carried the fee under the cancellation and refund rules of clause 13, in full or in part, including a late-cancellation refund under the Cancellation Policy, a refund after the Practice cancels and a refund on a Client's withdrawal before the Consultation begins (clause 13.4(b)), the whole fee is returned to the Practice, and the Client becomes a New Client again. A refund on a withdrawal after the Consultation has begun follows clause 13.4(c). A request that is declined, expires or is cancelled before it becomes a Consultation carries no fee. A refund the Practice decides to make itself, from the Portal or through Stripe, follows clause 11.8.

11.8 Refunds the Practice decides to make. The Practice may refund a Client of its own accord, in full or in part, with the Refund action in the Portal or directly through Stripe, for example as a goodwill gesture after a late cancellation or a Client's no-show. Such a refund is debited from the Practice's Stripe balance (clause 12.4), and:

• (a) before the Consultation's scheduled start, on a Consultation that has not been cancelled, the New-Client Fee is returned to the Practice and the Client becomes a New Client again; a full refund also cancels the Consultation, while a partial refund leaves it in place. The Video Consultation Fee follows clause 11.14;
• (b) at or after the Consultation's scheduled start, or at any time on a Consultation that has been cancelled, the Consultation stands as it is. The Video Consultation Fee and the New-Client Fee are returned to the Practice only on a full refund, that is where the refunds made on the Consultation together return the whole price the Client paid, of a Consultation that did not take place (it was not completed, and the Client and a Veterinarian of the Practice did not both join it). The Client then becomes a New Client again. On a partial refund, or on a refund of a Consultation that took place, Harnay keeps both fees.

11.9 One Harnay invoice a month. The Practice receives one Harnay invoice a month. It carries the Seats for the coming month and the usage of the month just ended: the Video Consultation Fees, the Vetty Scribe minutes and the New-Client Fees, each kind of fee on one line, whether it was charged on the invoice or already taken from a Client's payment. What was already taken from a Client's payment is then deducted as an applied balance, so it is never charged again. Each fee is invoiced at its amount after any refund made before the invoice is issued, and the Portal shows the detail of each fee. A Seat added during the month is charged at once, as clause 10.3 describes. Each invoice carries a sequential number; our name (Brahim Ouasti EI, trading as Inumbra Labs), address, SIREN and VAT number; the Practice's name, address and, where it has one, VAT number; and VAT as clause 11.12 describes. The Practice must keep the details in clause 5.7 up to date so that its invoices are correct.

11.10 Disputes. If the Practice believes a New-Client Fee was charged in error, for example for a Client it already had or for a booking made through a Practice Link, it may dispute the fee by email to support@harnay.com within 14 days of the date of the invoice that first lists the fee, with evidence from its own records. We review each dispute by hand and reply by email. Our record of the Practice's clients is presumed correct but can be rebutted by reasonable evidence. If the dispute is upheld, the fee is returned to the Practice. A fee not disputed within that period is final, except in case of our manifest error.

11.11 Honest attribution. During the 90 days after a New Client first views the Practice's Marketplace page or starts a booking with it, the Practice will not deliberately route that Client's first Consultation through a channel that avoids the New-Client Fee, such as a Practice Link, a payment link or an appointment created in the Portal, and will not record as an existing client a person it has not in fact treated before. We may ask the Practice for its records where a pattern suggests otherwise, no more than once a year, and the Practice will answer within 30 days.

11.12 Tax on the fees. The fees in this clause 11 are exclusive of VAT. VAT, where it applies, is shown on the monthly invoice according to the Practice's country, under the rules in clause 10.2: French VAT where it applies for a Practice established in France; reverse charge (autoliquidation) for a Practice established elsewhere in the European Union; and outside the scope of French VAT for a Practice established outside the European Union. A Practice established outside France accounts for any tax due on them in its own country.

11.13 Changes. A change to the standard rate, or to any other part of this clause 11, is made with the notice that clause 23 describes. An agreed rate changes only by agreement.

11.14 The Video Consultation Fee. The Video Consultation Fee is a fixed fee for each video Consultation, in the Practice's currency, at the amount shown on the Practice's Billing page. It is due when the Consultation takes place, that is when it is completed or when both the Client and a Veterinarian of the Practice have joined it, and whenever the Practice keeps any part of the Client's payment, for example after a Client's no-show. It applies to every Consultation, whether booked on the Marketplace, through a Practice Link or a payment link, or created by the Practice in the Portal, including one that is free or paid outside Harnay. It is returned only on a full refund of a Consultation that did not take place, whoever makes the refund (clauses 11.7 and 11.8); a refund, full or partial, of a Consultation that took place does not return it. The transcript and the draft report of a Consultation (clause 8) are included in the fee.

11.15 Vetty Scribe. The use of Vetty Scribe is charged per recorded minute, at the price shown on the Practice's Billing page. Each report counts every started minute of its audio, as measured by our transcription provider, less the Veterinarian's voice sample where one is enrolled, and counts at least 10 minutes. It is counted once, when the transcription is complete, including for a draft that is never signed. A recording in which no speech is detected, or that is discarded before it is transcribed, is not charged. The transcripts and reports of video Consultations are never charged as Vetty Scribe minutes.

11.16 Taken from the payment or invoiced. For each Consultation payment, the Video Consultation Fee and any New-Client Fee are taken together from the Client's payment, as an application fee on the charge made on the Practice's Stripe Account, when together they are at most half the price paid. Otherwise none of them is taken from the payment, and they are all charged on the Practice's monthly invoice. The Video Consultation Fee of a Consultation with no payment through Harnay or paid after it (clause 6.12), and the Vetty Scribe minutes, are always charged on the monthly invoice. Where these terms say that a fee is returned, a fee taken from the payment is refunded to the Practice's Stripe Account, and an invoiced fee is left off the invoice or credited on the next one.

12. PAYMENTS THROUGH STRIPE

12.1 The Stripe Account. Consultation payments are collected through a Stripe Account the Practice opens from the Portal. Stripe's Connected Account Agreement and Stripe's Services Agreement apply to that account, and Stripe collects the identity and bank information it needs under its own terms. The Practice must complete Stripe's onboarding and keep its account in good standing; without charges and payouts enabled, the Practice cannot be booked. The Practice opens its Stripe dashboard through a link in the Portal.

12.2 Direct charges; the Practice is the merchant of record. Every Consultation payment, whether from a Marketplace booking or from a payment link, is a charge made on the Practice's own Stripe Account. The Practice is the merchant of record: it receives the payment, it issues any invoice or receipt the Client is entitled to, and it is responsible for any tax on the Consultation price. Harnay never holds the Client's money.

12.3 Stripe's fees. Stripe's processing fees on each Consultation payment are the Practice's. Stripe bills them to the Practice's Stripe Account directly, at Stripe's rates for that account. Harnay adds nothing to them and does not collect them. The only fees Harnay takes from a Consultation payment are the Video Consultation Fee and the New-Client Fee, where clause 11.16 provides.

12.4 Refunds, disputes and losses. Refunds are debited from the Practice's Stripe balance. Chargebacks and disputes raised by a Client's bank, the disputed amounts and any dispute fee are handled between the Practice and Stripe under Stripe's rules and fall on the Practice's balance. Any negative balance is between the Practice and Stripe under Stripe's terms. Harnay may give Stripe the booking records needed to answer a dispute.

12.5 Payouts. Stripe pays the Practice's balance to its bank account on the schedule Stripe applies to the account. Harnay sets no payout schedule.

12.6 Our authority on the Stripe Account. The Practice authorises Harnay to create Consultation charges on its Stripe Account with Harnay's fees as an application fee where clause 11.16 provides, to capture or cancel authorised payments, and to create refunds on it under clause 13, including the refunds the Practice makes with the Refund action in the Portal.

13. CANCELLATIONS, REFUNDS AND NO-SHOWS

13.1 The rules. The cancellation and refund rules in our Terms of Service apply to every Consultation booked on the Marketplace, with the Cancellation Policy that applies to its booking (clause 13.7). They apply in addition to the Client's statutory rights, including the right of withdrawal in clause 13.4, and never reduce them. In summary:

• (a) a Client who cancels at least the free-cancellation period before the start is refunded in full;
• (b) a Client who booked less than the free-cancellation period before the start and cancels within 15 minutes of booking, before the start, is refunded in full;
• (c) any other cancellation by the Client is refunded at the late-cancellation refund of the Cancellation Policy: nothing, or 50% of the price;
• (d) a Client who has not joined within 15 minutes of the start, while the Veterinarian has joined, is a no-show and is not refunded;
• (e) if the Practice cancels, if the Veterinarian has not joined within 15 minutes of the start, or if nobody joins, the Client is refunded in full;
• (f) a request that the Veterinarian has not accepted can be cancelled at any time before acceptance; the hold is released and nothing is charged.

13.2 Rescheduling. A Client may reschedule a confirmed Consultation to another available slot with the same Veterinarian, up to twice, and at least the free-cancellation period of the Cancellation Policy for that booking before it starts. Nothing more is charged.

13.3 Faults in the service. If a fault in Harnay prevents a Consultation from taking place, we arrange, at the Client's choice, a full refund from the Practice's Stripe Account or a new time with the same Veterinarian at no extra cost. On a refund, the Video Consultation Fee is returned under clause 11.14 and any New-Client Fee under clause 11.7.

13.4 Withdrawal by Clients in the European Union. A Client who lives in the European Union may withdraw from the contract for a Consultation within 14 days of the booking being confirmed, as section 10 of our Terms of Service describes. Before paying, the Client asks for the Consultation to be provided within the withdrawal period and acknowledges that the right ends once the Consultation has been fully provided.

• (a) Harnay as the Practice's agent. The Practice appoints Harnay as its agent to receive withdrawal notices from Clients (at support@harnay.com or by any other clear statement made to us) and to make the refunds that follow, on the Practice's behalf. A withdrawal notice received by Harnay is received by the Practice. If the Practice receives a withdrawal notice itself, it must forward it to us at once.
• (b) Before the Consultation begins. If the Client withdraws before the Consultation begins, we refund the Client in full, whatever clause 13.1 says, without undue delay and at the latest 14 days after we or the Practice receive the notice. Where the payment was only authorised, we release the hold instead. The Consultation is cancelled, the Video Consultation Fee and any New-Client Fee are returned to the Practice, and the Client becomes a New Client again.
• (c) After the Consultation has begun. If the Client withdraws after the Consultation has begun but before it has been fully provided, the Client pays an amount in proportion to what was provided before the notice. We refund the rest on the Practice's behalf after asking the Practice for its view. The Consultation stands, and the Video Consultation Fee and any New-Client Fee are kept as clauses 11.14 and 11.8(b) describe.
• (d) From the Practice's balance. Every such refund is made from the Practice's own Stripe Account and is debited from its Stripe balance, like any other refund.

13.5 Refunds by the Practice. The Practice may also refund a Client of its own accord, in full or in part, with the Refund action in the Portal or directly through Stripe. Clause 11.8 sets out the effect on the Consultation, on the Video Consultation Fee and on the New-Client Fee.

13.6 Reliability. A Practice that repeatedly cancels or misses Consultations may be removed from the Listing Pages under clause 14.4.

13.7 The Practice's Cancellation Policy. An Administrator sets the Practice's Cancellation Policy in the consultation settings of the Portal, within these limits:

• (a) the free-cancellation period, which is how long before the scheduled start a Client may still cancel, or reschedule, free of charge: 1, 6, 12 or 24 hours, and never more than 24 hours. Unless the Practice chooses otherwise, it is 1 hour;
• (b) the late-cancellation refund, which is what a Client who cancels later is refunded: nothing, or 50% of the price. Unless the Practice chooses otherwise, it is nothing.

The other rules in clause 13.1 are the same for every Practice and cannot be changed: the full refund of a booking made less than the free-cancellation period before the start and cancelled within 15 minutes of booking, before the start; no refund on a Client's no-show, unless the Practice decides to refund it under clause 13.5; and a full refund when the Practice cancels, when the Veterinarian has not joined within 15 minutes of the start or when nobody joins. The booking page shows the Cancellation Policy to the Client before they pay. The policy shown is saved with the booking and binds the Practice for that Consultation, including when it is rescheduled; a change the Practice makes later applies only to bookings made after it. The Cancellation Policy never reduces the Client's statutory rights, including the right of withdrawal in clause 13.4, which prevail over it.

14. SUSPENSION

14.1 What suspension never does. Suspension never deletes the Practice's data and never cancels a booking already made. The Practice keeps access to its records and can export them, and must honour the Consultations already booked.

14.2 Suspension for non-payment. If a Subscription payment remains unpaid 14 days after it failed, we suspend the Subscription. The first email described in clause 10.9, sent on the day of the failure, is our notice of this suspension, and the emails sent 7 and 12 days after the failure remind the Practice of it. While it is suspended, the Practice and its Veterinarians are not listed and cannot take new bookings. When the amount due is paid, the Subscription resumes.

14.3 No set-off. We do not deduct unpaid Subscription charges from Consultation payments or payouts.

14.4 Suspension for breach or risk. We may suspend the Practice, a Member or a listing with immediate effect where there is a serious breach of these terms, a risk to animal welfare or to a Client, suspected fraud, a licence that is in doubt, or a legal requirement. When we suspend or restrict the Practice or a listing, we tell the Practice why, by email to its Administrators, at the latest when the suspension takes effect and, where possible, how to remedy it. The Practice may contest a suspension by writing to support@harnay.com, and we will review it and reply.

15. CANCELLING, CLOSING, LEAVING AND TERMINATION

15.1 Cancelling the Subscription. An Administrator may cancel the Subscription at any time in the Stripe billing portal, which "Manage subscription" on the Practice's Billing page opens. Cancellation takes effect at the end of the current billing period, with no refund for that period; the Practice keeps its access until then, and its data stays in place. The usage of that last period is still invoiced. Cancelling Harnay Pro also ends the Vetty Scribe it includes. Except where the law gives a right to a refund, Subscription payments are not refundable.

15.2 Closing the Practice. An Administrator may close the Practice from the practice settings. A Practice cannot be closed while it has Consultations still to take place. Closing takes effect as soon as it is confirmed:

• (a) every subscription the Practice holds, Harnay Pro and, if it has one, a standalone Vetty Scribe subscription, is cancelled at once, with no refund or credit for the unused part of the period paid for, except where the law requires one; the usage of the period up to closing is still invoiced, on a final invoice;
• (b) the Practice and its Veterinarians leave the Marketplace;
• (c) every Member loses access at once and open invitations are withdrawn;
• (d) every Member is told by email, a notice that cannot be switched off.

Closing does not close the Practice's Stripe Account, which is between the Practice and Stripe.

15.3 After closing. For 30 days after closing, the person who closed the Practice can download an export of its records and can reopen it, unless they have since joined another Practice. A Practice closed because its last Member moved elsewhere cannot be reopened. Reopening restores access but not cancelled subscriptions or withdrawn invitations. After 30 days the Practice's records are erased as clause 16 describes, and the Practice cannot be reopened. If the last Member of a Practice that holds records moves to another Practice or deletes their account, the Practice is closed in the same way; a Practice that holds no records is deleted.

15.4 Deleting an account. A Member can delete their own account from their account settings and is signed out everywhere at once. If others remain in the Practice, the Member leaves it: their Seats are released, they are no longer listed, and the records and reports they wrote stay with the Practice. The only Administrator cannot delete their account while others remain, and nobody can while they have Consultations still to take place. For 30 days the account can be kept by signing in again and choosing to keep it; after that it is erased as our Privacy Policy describes.

15.5 Termination by us. We may end these terms for a Practice on 30 days' written notice to its Administrators, with our reasons. We may end them with immediate effect, with our reasons, where the Practice has seriously or repeatedly breached these terms, where a legal or regulatory requirement obliges us to, or where continuing would put animals, Clients or the Marketplace at risk. If we end these terms other than for the Practice's breach, we refund the unused part of any Subscription period paid in advance.

15.6 Data on termination. When these terms end for any reason, clause 15.3 and clause 16 apply as if the Practice had been closed on the day they end, and the DPA governs the return and deletion of the Practice Records.

16. ERASURE AND WHAT IS KEPT

16.1 Erasure after closing. Thirty days after a Practice is closed, we erase:

• (a) its notes on clients, patients and appointments, its client and patient records, and its client imports;
• (b) the files it added to appointments;
• (c) the clinical text of its appointment records: the Veterinarian's notes, the consultation record, the transcript and the clinical note of each report;
• (d) its licence submissions and documents, its photos and logo, and any Vetty Scribe records it holds;
• (e) its memberships, requests to join and exports, and the contact and address details on the Practice's own record.

A client account that the Practice created from an email address it entered is erased as well, but only if the Client never signed in to it or confirmed it, and no other Practice and no booking refers to it.

16.2 What the Client keeps. The copies that each Client keeps in their own harnay.com account (their intake answers, the chat messages and files, and the version of each signed report written for them) stay there, under Harnay's control as controller, until the period in clause 9.3 ends. The reviews they left also remain theirs.

16.3 What we keep for tax and accounting. We keep for 7 years, for tax, accounting and legal claims: the Practice's name and country and its billing identifiers; its subscriptions, invoices, payments, payouts, fees and refunds; and the appointment records themselves without the Practice's clinical text.

17. CONFIDENTIALITY

Each party will keep confidential the other's non-public information that it receives under these terms, including the Practice's commercial terms with Harnay, Client data and Harnay's non-public product information, and will use it only for the purposes of these terms. This does not apply to information that is public, already known to the receiving party, independently developed, or that must be disclosed by law, by a court or to a regulator. These obligations last for the duration of these terms and for 5 years after they end, and for as long as the law requires in the case of personal data.

18. INTELLECTUAL PROPERTY

18.1 Ours. The Portal, the Marketplace, their software, design, text and graphics, and the Harnay name and logos belong to us or to our licensors. We grant the Practice and its Members a non-exclusive, non-transferable licence to use them under these terms for the Practice's own business, for as long as these terms last.

18.2 Yours. The Practice's records, its profile, its logo, the content its Members add and the reports its Veterinarians sign remain the Practice's. The Practice grants us a non-exclusive licence to host, process, display and transmit them as needed to provide the service, and to show the Practice's and its Veterinarians' public profile, logo, photos and licence details on the Marketplace, for as long as these terms last and afterwards as clause 16 allows.

18.3 Feedback. We may use suggestions and feedback about the service without obligation.

19. ACCEPTABLE USE

The Practice and its Members must not:

• (a) give false information, submit a document that is not genuine, or use another person's account;
• (b) use the Portal for any purpose other than the Practice's veterinary business;
• (c) collect data from the Marketplace by automated means;
• (d) interfere with the service or its security, or try to reach data they are not authorised to see;
• (e) copy, modify or reverse engineer the service, except as the law permits;
• (f) use Client data beyond what the Consultation and the Practice's records require;
• (g) post content that is unlawful, defamatory or misleading, including in replies to reviews; or
• (h) solicit, write or reward reviews of the Practice.

20. WARRANTIES AND DISCLAIMERS

20.1 Our commitment. We will provide the service with reasonable skill and care and substantially as described in the Portal.

20.2 Limits. Beyond that, and to the extent the law allows, the service is provided as it is and as available. We do not promise that it will be uninterrupted or error-free, or that it will generate any volume of bookings. Draft reports are produced by artificial intelligence and may contain errors; the Veterinarian's review is the safeguard, and we give no warranty as to their accuracy. We are not responsible for the conduct of Clients, for the availability of Stripe or of any other third-party provider, or for the Practice's compliance with its own professional rules.

21. LIABILITY

21.1 What is not limited. Nothing in these terms limits or excludes either party's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, for gross negligence or wilful misconduct, or for anything that the law does not allow to be limited or excluded.

21.2 Excluded losses. Subject to clause 21.1, neither party is liable to the other for indirect or consequential loss, loss of profit, loss of revenue, loss of business or loss of goodwill.

21.3 The cap. Subject to clause 21.1, each party's total liability to the other for all claims arising out of or in connection with these terms and the DPA is limited to the total fees the Practice paid to Harnay under these terms (Subscription charges and the fees in clause 11) in the 12 months before the event giving rise to the first claim. This cap does not apply to the Practice's payment obligations or to the Practice's indemnity under clause 22.1(a) to (c).

22. INDEMNITIES

22.1 By the Practice. The Practice will compensate us for the loss, damage and reasonable costs we suffer from a claim by a Client, a regulator or any other third party, to the extent that the claim arises from:

• (a) the clinical content of a Consultation or of a signed report;
• (b) a Veterinarian practising without a valid licence or outside its scope, or a breach of clause 7, including the warranty in clause 7.3;
• (c) a recording made in breach of clause 8.4 or 8.9;
• (d) the Practice's breach of the DPA or of data-protection law as controller; or
• (e) the Practice's taxes on its Consultations.

22.2 By us. We will compensate the Practice for the loss, damage and reasonable costs it suffers from a claim by a third party that the Practice's use of the Portal in accordance with these terms infringes that third party's intellectual property rights. This does not apply to content the Practice or its Members add.

22.3 Conduct of claims. The party seeking compensation must tell the other promptly of the claim, let it take part in or take over the defence, not settle the claim without its consent (which it will not unreasonably withhold), and take reasonable steps to limit its loss. An indemnity is reduced to the extent that the loss was caused by the party seeking compensation.

23. CHANGES TO THESE TERMS

We may change these terms, including the fees, the standard New-Client Fee rate and the DPA. We give the Practice at least 15 days' notice of a change, by email to its Administrators and in the Portal, before it takes effect, as article 3 of Regulation (EU) 2019/1150 on platform-to-business relations requires. Where a change requires the Practice to make significant technical adjustments, we give longer notice, enough for it to make them. No notice is needed for a change that is only in the Practice's favour, or for one that a law, a regulator or a court requires of us, or that we must make to address an unforeseen and imminent danger, such as fraud, a security threat or a risk to health; we then tell the Practice of the change as soon as we can. If the Practice does not accept a change, it may end these terms before the change takes effect, as clause 15 provides; continuing to use the Portal after that date means the Practice accepts it. A change never applies retroactively. The notice periods for suspension and termination by us are those of clauses 14 and 15, not this clause.

24. GOVERNING LAW AND DISPUTES

24.1 Law. These terms, and any dispute or claim arising out of or in connection with them or their subject matter, including non-contractual disputes or claims, are governed by French law.

24.2 Complaints and informal resolution. The Practice may raise any complaint about the service, including about a suspension, a listing or a fee, by writing to support@harnay.com. If a dispute arises, either party may start informal resolution by written notice, and the parties will negotiate in good faith for at least 30 days before either of them starts proceedings.

24.3 Courts. The courts of Pontoise, France, have exclusive jurisdiction over any dispute that is not resolved, even where there are several defendants or third-party claims, and each party submits to it. Either party may apply to any court of competent jurisdiction for urgent or injunctive relief, or to protect its intellectual property, without first following the informal step.

24.4 Mandatory law. Nothing in this clause 24 removes a right that the law of the country where the Practice is established gives it and that cannot be excluded by agreement.

25. GENERAL

25.1 Entire agreement. These terms, with the DPA and the prices shown at checkout and on the Billing page, are the whole agreement between the Practice and us about Harnay Pro and replace any earlier agreement on the same subject.

25.2 Order of precedence. Where these terms and the DPA differ on the processing of personal data, the DPA prevails.

25.3 Invalidity and waiver. If a part of these terms is found invalid, the rest continues to apply. Not enforcing a right does not waive it.

25.4 Transfer. We may transfer our rights and obligations to a successor of our business, and will tell the Practice when we do. The Practice may not transfer its account without our consent.

25.5 Force majeure. Neither party is responsible for a failure caused by something beyond its reasonable control, except for payment obligations.

25.6 Independence. Except for the limited authority the Practice gives us in clause 13.4 to receive withdrawal notices and issue refunds on its behalf, nothing in these terms creates a partnership, joint venture, employment or agency between the parties.

25.7 Notices. Notices to the Practice are given by email to its Administrators and in the Portal. Notices to us are sent to support@harnay.com, or to privacy@harnay.com for data protection.

25.8 Electronic acceptance. Electronic acceptance and electronic records are binding and are proof of the agreement.

25.9 Survival. Clauses 7, 9, 11, 16, 17, 18, 21, 22, 24 and 25 and the DPA survive the end of these terms for as long as they are relevant.

26. CONTACT

Brahim Ouasti EI, trading as Inumbra Labs
Individual entrepreneur (entrepreneur individuel) registered in France (RNE), SIREN 538 543 034, intra-community VAT number FR24538543034
Support: support@harnay.com
Privacy: Brahim Ouasti, privacy@harnay.com

SCHEDULE 1. DOCUMENTS BY COUNTRY

This Schedule lists the documents we ask for under clause 5.1 in each country where Harnay Pro is offered. A required document must be approved, and in date where it expires, before the Practice or Veterinarian can be booked. An optional document may be given as further evidence; we review it in the same way, but it is not a condition of listing.

A Practice is either a clinic, which always consults from premises, or an independent veterinarian registered as a Practice of one, who consults from their own premises or online only. A document marked "with premises" is asked only of a Practice that consults from premises.

This Schedule lists what we ask for. It is not a complete statement of the authorisations that the law may require of the Practice, which remain its responsibility (clause 5.2). We may update this Schedule as the law changes; the Portal always shows the current list of documents for each Practice. When we add a document to the required ones, or make an optional document required, we tell the Practice as clause 23 provides, with notice long enough for the Practice to obtain the document, and it becomes required only when the change takes effect; until then it is optional.

Part A. The Practice

In the United Arab Emirates, independent veterinarians are not accepted (clause 5.1). In Australia, the state or territory is the one where the Practice is established.

Part B. Each Veterinarian

Each Veterinarian gives the licence named below, issued in the country where the Practice is established.