Terms & Conditions
Terms of Use
WHEREAS
(A) Worcester Dogs Limited, hereinafter referred to as “The Pet Services Provider” offers Services to owners of Pets as set out in Parts 1 to 3 of Schedule 1 to this Agreement.
(B) The Client wishes to engage the Pet Services Provider in the provision of the Services and the Pet Services Provider has agreed to provide and the Client has agreed to pay for the Services subject to the terms and conditions of this Agreement.
IT IS HEREBY AGREED
1 Interpretation
1.1 The definitions and rules of interpretation in this clause apply in this Agreement.
1.1.1 “Business Day” means any day which is not a Saturday, Sunday or public holiday in the UK;
1.1.2 “Cat(s)” means any domesticated cat or cats owned by the Client that the Services relate to;
1.1.3 “Client Data” means the data stored by the Pet Services Provider in respect of the Client;
1.1.4 “Client Payment Information” means any details provided by the Client and/or required by the Pet Services Provider for the purchase of Services from the Website and/or Client Portal, including credit card and/or debit card numbers, bank account numbers and sort codes;
1.1.5 “Confidential Information” means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 9.5 and includes Client Payment Information;
1.1.6 “Dog(s)” means any domesticated dog or dogs owned by the Client that the Services relate to as at the date of this Agreement;
1.1.7 “Dog Walking” means the dog walking service provided by the Pet Services Provider to the Client’s Dog(s) pursuant to the terms of this Agreement, including the supplemental terms and conditions set out in Part 1 of Schedule 1;
1.1.8 “Fees” means the fees payable by the Client to the Pet Services Provider as detailed in Schedule 2;
1.1.9 “Inoculations” means appropriate up-to-date inoculations for the Pets, including but not limited to distemper, hepatitis, leptospirosis, parainfluenza, coronavirus and parvovirus;
1.1.10 “Order” means the Client's order for Services as set out in Schedule 2;
1.1.11 “Parties” means together the Pet Services Provider and the Client;
1.1.12 “Pets” means the Cat(s) and Dog(s) owned by the Client and being the subject of this Agreement;
1.1.13 “Pet Sitting” means the pet sitting service provided by the Pet Services Provider to the Client’s Pets pursuant to the terms of this Agreement, including the supplemental terms and conditions set out in Part 2 of Schedule 1;
1.1.14“Dog Training” means the dog training services, including puppy and dog training classes, workshops, masterclasses, one to one training sessions and behavioural consultations including subsequent training sessions, provided by the Pet Services Provider to the Client’s Pets pursuant to the terms of this Agreement, including the supplemental terms and conditions set out in Part 3 of Schedule 1;
1.1.15 “Representative” means the employee, officer, authorised consultant or agent of the Pet Services Provider;
1.1.16 “Services” means any combination of Pet Sitting, Dog Walking and Dog Training services provided by the Pet Services Provider to the Client pursuant to the terms of this Agreement, that includes the supplemental terms and conditions set out in Parts 1 to 3 of Schedule 1; and
1.1.17 “Sitter” means the Representative of the Pet Services Provider providing the Services to the Client.
1.2 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
1.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.4 Words in the singular shall include the plural and vice versa.
1.5 A reference to one gender shall include a reference to all other genders.
2 Basis of Contract
2.1 The Order constitutes an offer by the Client to purchase Services in accordance with this Agreement.
2.2 The Order shall only be deemed to be accepted when the Pet Services Provider issues written acceptance of the Order at which point and on which date this Agreement shall come into existence (the “Commencement Date”).
2.3 This Agreement constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Pet Services Provider that is not set out in this Agreement.
2.4 Any samples, drawings, descriptive matter or advertising issued by the Pet Services Provider, and any descriptions or illustrations contained in the Pet Services Provider's website, catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of this Agreement or have any contractual force.
2.5 These Conditions apply to this Agreement to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Any quotation given by the Pet Services Provider shall not constitute an offer, and is only valid for a period of 28 day from its date of issue.
3 Services
3.1 The Pet Services Provider shall provide the Services to the Client on and subject to the terms of this Agreement.
3.2 The Pet Services Provider shall supply the Services to the Client in accordance with the Order in all material respects.
3.3 The Pet Services Provider shall use all reasonable endeavours to meet any specified performance dates, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.4 The Pet Services Provider shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Pet Services Provider shall notify the Client in any such event.
3.5 The Pet Services Provider warrants to the Client that the Services will be provided using reasonable care and skill.
4 The Client's Obligations
4.1 In addition to the obligations of the Client referred to in this clause 4, the Client’s attention is also drawn to the supplemental terms and conditions at Parts 1 to 3 of Schedules 1 containing specific Service-related obligations.
4.2 The Client shall:
4.2.1 ensure that the terms of the Order are complete and accurate;
4.2.2 co-operate with the Pet Services Provider in all matters relating to the Services;
4.2.3 warrant that he/she has the right to place the Pet in the care of the Pet Services Provider and its Representative;
4.2.4 warrants that the Pets have up-to-date Inoculations and are free from fleas and worms prior to the commencement of any services provided by the Pet Services Provider and/or its Representative;
4.2.5 provide the Pet Services Provider and its Representative/Sitter with access to the Client’s premises, and other facilities as reasonably required by the Pet Services Provider in order to undertake the Services;
4.2.6 provide the Pet Services Provider with such information as the Pet Services Provider may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects; and
4.2.7 obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are due to commence.
4.3 If the Pet Services Provider and/or its Representative’s performance of any of its obligations under this Agreement is prevented or delayed by any act or omission by the Client, or failure by the Client to perform any relevant obligation (a “Client Default”):
4.3.1 the Pet Services Provider shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays the Pet Services Provider's performance of any of its obligations;
4.3.2 the Pet Services Provider shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Pet Services Provider's failure or delay to perform any of its obligations as set out in this clause 4.3; and
4.3.3 the Client shall reimburse the Pet Services Provider on written demand for any costs or losses sustained or incurred by the Pet Services Provider arising directly or indirectly from the Client Default.
5 Fees and Payment
5.1 The Fees for the Services shall be calculated in accordance with the Pet Services Provider's standard fee rates, as set out in Schedule 2.
5.2 The Pet Services Provider reserves the right to increase its standard fee rates. The Pet Services Provider will give the Client written notice of any such increase one month before the proposed date of the increase. If such increase is not acceptable to the Client, it shall notify the Pet Services Provider in writing within two weeks of the date of the Pet Services Provider's notice and the Pet Services Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving one month’s written notice to the Client.
5.3 Subject to the supplemental terms referred to in Parts 1 to 3 of Schedule, the Pet Services Provider shall invoice the Client monthly in arrears or on completion of the Order in arrears and the Client shall pay each invoice submitted by the Pet Services Provider:
5.3.1 within 7 days of the date of the invoice; and
5.3.2 in full and in cleared funds to a bank account nominated in writing by the Pet Services Provider, or
5.3.3 in full via the Client Portal with the Client’s registered payment card, and the time for payment shall be of the essence of this Agreement.
5.4 To the extent value added tax (VAT) is due and payable, it will be provided for in the invoice.
5.5 Without limiting any other right or remedy of the Pet Services Provider, if the Client fails to make any payment due to the Pet Services Provider under this Agreement by the due date for payment (the “Due Date”), the Pet Services Provider shall have the right to charge interest on the overdue amount at the rate of four per cent per annum above the then current Bank of England base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
5.6 The Client shall pay all amounts due under this Agreement in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against the Pet Services Provider in order to justify withholding payment of any such amount in whole or in part. The Pet Services Provider may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Pet Services Provider to the Client.
6 Limitation of Liability: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
6.1 Nothing in these Conditions shall limit or exclude the Pet Services Provider's liability for:
6.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
6.1.2 fraud or fraudulent misrepresentation.
6.2 Subject to clause 6.1:
6.2.1 the Pet Services Provider shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with this Agreement; and
6.2.2 the Pet Services Provider's total liability to the Client in respect of all other losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed either twelve months aggregate subscription or the value of this Agreement, whichever is the lower.
6.3 This clause 6 shall survive termination of this Agreement.
7 Termination
7.1 Without limiting their other rights or remedies, the Parties may terminate this Agreement with immediate effect by giving written notice to the other party if:
7.1.1 the other party commits a material breach of this Agreement and (if such a breach is remediable) fails to remedy that breach within one week of that party being notified in writing of the breach; and
7.1.2 the other party (being an individual) is the subject of a bankruptcy petition or order or a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
7.2 Without limiting its other rights or remedies, the Pet Services Provider may terminate this Agreement with immediate effect by giving written notice to the Client if:
7.2.1 the Client fails to pay any amount due under this Agreement on the due date for payment; or
7.2.2 the Pets become aggressive or dangerous.
7.3 Without limiting its other rights or remedies, the Pet Services Representative shall have the right to terminate this Agreement by giving the other party one week’s written notice.
7.4 Without limiting his/her other rights or remedies, the Client shall have the right to terminate this Agreement by giving the other party one month’s written notice.
8 Consequences of Termination
On termination of this Agreement for any reason:
8.1 the Client shall immediately pay to the Pet Services Provider all of the Pet Services Provider's outstanding unpaid invoices and interest (if any) and in respect of the Services provided but for which no invoice has been submitted, the Pet Services Provider shall submit an invoice, which shall be payable by the Client immediately upon receipt;
8.2 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry; and
8.3 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
9 Confidentiality
9.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:
9.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
9.1.2 was in the other party's lawful possession before the disclosure;
9.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
9.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or
9.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
9.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
9.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
9.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
9.5 The Client acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Pet Services Provider's Confidential Information.
9.6 the Pet Services Provider acknowledges that the Client Data is the Confidential Information of the Client.
9.7 This clause 9 shall survive termination of this Agreement, however arising.
10 General
10.1 Force majeure:
10.1.1 For the purposes of this Agreement, “Force Majeure Event” means an event beyond the reasonable control of the Pet Services Provider including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Pet Services Provider or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
10.1.2 The Pet Services Provider shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Agreement as a result of a Force Majeure Event.
10.1.3 If the Force Majeure Event prevents the Pet Services Provider from providing any of the Services for more than four weeks, the Pet Services Provider shall, without limiting its other rights or remedies, have the right to terminate this Agreement immediately by giving written notice to the Client.
10.2 Assignment and subcontracting:
10.2.1 The Pet Services Provider may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under this Agreement and may subcontract or delegate in any manner any or all of its obligations under this Agreement to any third party or agent.
10.2.2 The Client shall not, without the prior written consent of the Pet Services Provider, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement.
10.3 Notices:
10.3.1 Any notice or other communication required to be given to a party under or in connection with this Agreement shall be in writing and shall be sent by prepaid first-class post, recorded delivery or by commercial courier to the address referred to above or by email if so provided.
10.3.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by -email on the next Business Day after sending.
10.3.3 This clause 10.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall include emails and for the avoidance of doubt notice given under this Agreement shall be validly served if sent by email.
10.4 Severance:
10.4.1 If a court or any other competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
10.4.2 If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
10.5 No partnership: Nothing in this Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
10.6 Third parties: A person who is not a party to this Agreement shall not have any rights under or in connection with it.
10.7 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to this Agreement, shall only be binding when agreed in writing and signed by the Pet Services Provider.
10.8 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
This Agreement has been entered into on the date recorded by The Pet Service Provider or in the Client Portal.
Schedule 1
Services Part 1
Dog Walking – Supplemental Terms and Conditions
1. Trial Period
All Dog(s) being walked will undergo a one month trial period to ensure that they are adequately trained and socialised.
2. Service
2.1 The Pet Services Provider reserves the right to cut short a walk if necessary because of extreme weather conditions (e.g. heat, thunder storms) for the safety of both the Dog(s) and the Representative.
2.2 The Pet Services Provider shall notify the Client of any incident or occurrence pertaining to the Dog(s) that may be relevant to the care and well-being of the Dog(s).
2.3 The Client agrees to provide the Pet Services Provider with all information about the Dog(s), in particular the Client undertakes to disclose information which might impact on the safety of the Sitter and the care of the Dog(s) including, but not limited to, behavioural or health matters, anti-social behaviour including aggression, separation anxiety, destructive behaviour, excessive pulling on the lead, propensity to run away on walks or from the home/garden, incontinence, phobias or fears, excessive loud barking or whining etc. Any incorrect or misleading information provided by the Client shall constitute a breach of the terms of this Agreement and be grounds for termination.
2.4 The Client shall provide suitable harnesses, collars and leads as requested and approved by the Pet Services Provider and/or the Representative as well as coats or muzzles if required. The Client shall also provide clean towels if the Dog(s) are to be towelled down at the end of a walk.
3. Payment and Cancellation of Walking Services
3.1 Payment of any invoice for walking services is due within 7 days of invoice.
3.2 Cancellation by the Client of scheduled walks with less than 24 hours notice will be charged at the full rate or re-scheduled at the discretion of the Pet Services Provider.
4. Liability
4.1 The Pet Services Provider will hold public liability insurance relative to the services performed for the Client. A copy of the insurance policy is available upon request.
4.2 Insurance referred to at clause 4.1 will not cover medical emergencies therefore the Client should hold appropriate insurance in respect of the Dog(s) for medical emergencies. The Pet Services Provider reserves the right to refuse a booking for any Dog who is not insured.
4.3 The Client indemnifies the Pet Services Provider and the Representative against all costs arising out of the damage to the Sitter’s property and vehicle(s) whilst in the care of the Pet Services Provider.
4.4 The Pet Services Provider accepts no liability for any breach of security or loss of or damage to the Client's property if any other person has access to the property during the term of this Agreement.
4.5 Neither the Pet Services Provider nor its Representative(s) shall be liable for the death or injury to the Dog(s).
5. Emergencies
5.1 The Client must provide the Pet Services Provider with the name and contact number of someone with authority to make decisions relating to the Dog(s) care in an emergency and this should be entered into the appropriate section in the Client Portal. During such an emergency, if the emergency contact is not available or their details have not been provided, the Client hereby authorises the Pet Services Provider and the Representative to:
5.1.1 transport the Dog(s) to a listed veterinary surgeon; or
5.1.2 request on-site treatment from a veterinarian; or
5.1.3 transport the Dog(s) to an emergency clinic if the previous two options are not feasible.
5.2 In the event of an action being undertaken pursuant to sub-clauses 5.1.1, 5.1.2 or 5.1.3 the Client agrees that the Pet Services Provider and/or the Sitter may use its/his/her sole discretion in choosing the best care option for the Dog(s) and that the Pet Services Provider or the Sitter cannot be held liable for any injury or death of the Dog(s).
5.3 The Client is responsible for any veterinary bills, no matter how they are incurred, whilst the Dog(s) are in the care of the Pet Services Provider and any out of pocket expenses incurred.
6. Security
The Pet Services Provider warrants to keep safe and confidential all keys, remote control entry devices, access codes and personal information of the Client and to return same to the Client at the end of the contract period or immediately upon demand subject to the payment of fees which may apply.
Services Part 2
Pet Sitting – Supplemental Terms and Conditions
1. The Client agrees to provide the Pet Services Provider with all information about the Pets to assist the Pet Services Provider in recommending a suitable Sitter.
2. The Pet Services Provider undertakes to notify the Client of any incident or occurrence pertaining to the Pets that may be relevant to the care and well-being of the Pets.
3. The Client undertakes to disclosure information that might impact on the safety of the Sitter and the care of the Pets. Any incorrect or misleading information provided by the Client shall constitute a breach of the terms of this Agreement and be grounds for termination thereof.
4. Should one or more of the Pets become aggressive or dangerous the Pet Services Provider may terminate this Agreement with immediate effect.
5. The Pet Services Provider will hold public liability insurance relative to the services performed for the Client. A copy of the insurance policy is available upon request.
6. Insurance referred to at clause 5 will not cover medical emergencies therefore the Client should hold appropriate insurance in respect of the Pets for medical emergencies. The Pet Services Provider reserves the right to refuse a booking for any Pet that is not insured.
7. The Client indemnifies the Pet Services Provider and the Representative against all costs arising out of the damage to the Sitter’s property and vehicle(s) whilst in the care of the Pet Services Provider.
8. The Pet Services Provider accepts no liability for any breach of security or loss of or damage to the Client's property if any other person has access to the property during the term of this Agreement.
9. Neither the Pet Services Provider nor its Representative(s) shall be liable for any mishap, injury or death to the Pets.
10. The Client must provide the Pet Services Provider with the name and contact number of someone with authority to make decisions relating to the Pets’ care in an emergency. During such an emergency, if the emergency contact is not available or their details have not been provided, the Client authorises the Pet Services Provider to:
10.1 transport the Pets to a listed veterinarian; or
10.2 request on-site treatment from a veterinarian; or
10.3 transport the Pets to an emergency clinic if the previous two options are not feasible.
11. In the event of an action being undertaken pursuant to sub-clauses 10.1, 10.2 or 10.3 the Client agrees that the Pet Services Provider and/or the Representative may use its/his/her sole discretion in choosing the best care option for the Pets and that the Pet Services Provider cannot be held liable for any injury or death of the Pets.
12. The Client is responsible for any veterinary bills, no matter how they are incurred, whilst the Pets are in the care of the Pet Services Provider.
13. The Pet Services Provider warrants to keep safe and confidential any keys, remote control entry devices and access codes belonging to the Client and to return the same to the Client at the end of the contract period or immediately upon demand subject to the payment of any fees that may apply.
Services Part 3
Dog Training – Supplemental Terms and Conditions
1. Attendance
All Dog(s) attending any training session is required to be adequately trained and socialised. Any behavioural concern must be identified to the Pet Services Provider or its Representatives prior to the session commencement.
2. Service
2.1 The Pet Services Provider reserves the right to cut short a training session if necessary because of extreme weather conditions (e.g. heat, thunder storms) for the safety of both the Dog(s) and the Representative.
2.2 The Client agrees to provide the Pet Services Provider with all information about the Dog(s), in particular the Client undertakes to disclose information which might impact on the safety of the Representative and the training of the Dog(s) including, but not limited to, behavioural or health matters, anti-social behaviour including aggression, separation anxiety, destructive behaviour, excessive pulling on the lead, propensity to run away on walks or from the home/garden, incontinence, phobias or fears, excessive loud barking or whining etc. Any incorrect or misleading information provided by the Client shall constitute a breach of the terms of this Agreement and be grounds for termination.
2.3 The Client shall provide suitable harnesses, collars and leads as requested and approved by the Pet Services Provider and/or the Representative as well as coats or muzzles if required.
3. Payment and Cancellation of Dog Training Services
3.1 Payment of any dog training service shall be made in advance.
3.2 Cancellation by the Client of scheduled training services with less than 48 hours notice will be charged at the full rate or re-scheduled at the discretion of the Pet Services Provider.
3.3 Where cancellation by the Client of scheduled training services with less than 48 hours notice is due to emergency or illness, the Pet Services Provider will endeavour to offer a re-scheduled session to the Client.
4. Liability
4.1 The Pet Services Provider will hold public liability insurance relative to the services performed for the Client. A copy of the insurance policy is available upon request.
4.2 Insurance referred to at clause 4.1 will not cover medical emergencies therefore the Client should hold appropriate insurance in respect of the Dog(s) for medical emergencies. The Pet Services Provider reserves the right to refuse a booking for any Dog who is not insured.
4.3 The Pet Services Provider accepts no liability for any breach of security or loss of or damage to the Client's property if any other person has access to the property during the term of this Agreement.
4.4 Neither the Pet Services Provider nor its Representative(s) shall be liable for the death or injury to the Dog(s).
Schedule 2
Fees and Services
These are in accordance with the latest published price list provided by The Pet Services Provider on the website or in brochures, or as provided by The Pet Service Provider in a written quotation for the services as specified by The Client.
WHEREAS
(A) Worcester Dogs Limited, hereinafter referred to as “The Pet Services Provider” offers Services to owners of Pets as set out in Parts 1 to 3 of Schedule 1 to this Agreement.
(B) The Client wishes to engage the Pet Services Provider in the provision of the Services and the Pet Services Provider has agreed to provide and the Client has agreed to pay for the Services subject to the terms and conditions of this Agreement.
IT IS HEREBY AGREED
1 Interpretation
1.1 The definitions and rules of interpretation in this clause apply in this Agreement.
1.1.1 “Business Day” means any day which is not a Saturday, Sunday or public holiday in the UK;
1.1.2 “Cat(s)” means any domesticated cat or cats owned by the Client that the Services relate to;
1.1.3 “Client Data” means the data stored by the Pet Services Provider in respect of the Client;
1.1.4 “Client Payment Information” means any details provided by the Client and/or required by the Pet Services Provider for the purchase of Services from the Website and/or Client Portal, including credit card and/or debit card numbers, bank account numbers and sort codes;
1.1.5 “Confidential Information” means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 9.5 and includes Client Payment Information;
1.1.6 “Dog(s)” means any domesticated dog or dogs owned by the Client that the Services relate to as at the date of this Agreement;
1.1.7 “Dog Walking” means the dog walking service provided by the Pet Services Provider to the Client’s Dog(s) pursuant to the terms of this Agreement, including the supplemental terms and conditions set out in Part 1 of Schedule 1;
1.1.8 “Fees” means the fees payable by the Client to the Pet Services Provider as detailed in Schedule 2;
1.1.9 “Inoculations” means appropriate up-to-date inoculations for the Pets, including but not limited to distemper, hepatitis, leptospirosis, parainfluenza, coronavirus and parvovirus;
1.1.10 “Order” means the Client's order for Services as set out in Schedule 2;
1.1.11 “Parties” means together the Pet Services Provider and the Client;
1.1.12 “Pets” means the Cat(s) and Dog(s) owned by the Client and being the subject of this Agreement;
1.1.13 “Pet Sitting” means the pet sitting service provided by the Pet Services Provider to the Client’s Pets pursuant to the terms of this Agreement, including the supplemental terms and conditions set out in Part 2 of Schedule 1;
1.1.14“Dog Training” means the dog training services, including puppy and dog training classes, workshops, masterclasses, one to one training sessions and behavioural consultations including subsequent training sessions, provided by the Pet Services Provider to the Client’s Pets pursuant to the terms of this Agreement, including the supplemental terms and conditions set out in Part 3 of Schedule 1;
1.1.15 “Representative” means the employee, officer, authorised consultant or agent of the Pet Services Provider;
1.1.16 “Services” means any combination of Pet Sitting, Dog Walking and Dog Training services provided by the Pet Services Provider to the Client pursuant to the terms of this Agreement, that includes the supplemental terms and conditions set out in Parts 1 to 3 of Schedule 1; and
1.1.17 “Sitter” means the Representative of the Pet Services Provider providing the Services to the Client.
1.2 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
1.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.4 Words in the singular shall include the plural and vice versa.
1.5 A reference to one gender shall include a reference to all other genders.
2 Basis of Contract
2.1 The Order constitutes an offer by the Client to purchase Services in accordance with this Agreement.
2.2 The Order shall only be deemed to be accepted when the Pet Services Provider issues written acceptance of the Order at which point and on which date this Agreement shall come into existence (the “Commencement Date”).
2.3 This Agreement constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Pet Services Provider that is not set out in this Agreement.
2.4 Any samples, drawings, descriptive matter or advertising issued by the Pet Services Provider, and any descriptions or illustrations contained in the Pet Services Provider's website, catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of this Agreement or have any contractual force.
2.5 These Conditions apply to this Agreement to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Any quotation given by the Pet Services Provider shall not constitute an offer, and is only valid for a period of 28 day from its date of issue.
3 Services
3.1 The Pet Services Provider shall provide the Services to the Client on and subject to the terms of this Agreement.
3.2 The Pet Services Provider shall supply the Services to the Client in accordance with the Order in all material respects.
3.3 The Pet Services Provider shall use all reasonable endeavours to meet any specified performance dates, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.4 The Pet Services Provider shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Pet Services Provider shall notify the Client in any such event.
3.5 The Pet Services Provider warrants to the Client that the Services will be provided using reasonable care and skill.
4 The Client's Obligations
4.1 In addition to the obligations of the Client referred to in this clause 4, the Client’s attention is also drawn to the supplemental terms and conditions at Parts 1 to 3 of Schedules 1 containing specific Service-related obligations.
4.2 The Client shall:
4.2.1 ensure that the terms of the Order are complete and accurate;
4.2.2 co-operate with the Pet Services Provider in all matters relating to the Services;
4.2.3 warrant that he/she has the right to place the Pet in the care of the Pet Services Provider and its Representative;
4.2.4 warrants that the Pets have up-to-date Inoculations and are free from fleas and worms prior to the commencement of any services provided by the Pet Services Provider and/or its Representative;
4.2.5 provide the Pet Services Provider and its Representative/Sitter with access to the Client’s premises, and other facilities as reasonably required by the Pet Services Provider in order to undertake the Services;
4.2.6 provide the Pet Services Provider with such information as the Pet Services Provider may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects; and
4.2.7 obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are due to commence.
4.3 If the Pet Services Provider and/or its Representative’s performance of any of its obligations under this Agreement is prevented or delayed by any act or omission by the Client, or failure by the Client to perform any relevant obligation (a “Client Default”):
4.3.1 the Pet Services Provider shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays the Pet Services Provider's performance of any of its obligations;
4.3.2 the Pet Services Provider shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Pet Services Provider's failure or delay to perform any of its obligations as set out in this clause 4.3; and
4.3.3 the Client shall reimburse the Pet Services Provider on written demand for any costs or losses sustained or incurred by the Pet Services Provider arising directly or indirectly from the Client Default.
5 Fees and Payment
5.1 The Fees for the Services shall be calculated in accordance with the Pet Services Provider's standard fee rates, as set out in Schedule 2.
5.2 The Pet Services Provider reserves the right to increase its standard fee rates. The Pet Services Provider will give the Client written notice of any such increase one month before the proposed date of the increase. If such increase is not acceptable to the Client, it shall notify the Pet Services Provider in writing within two weeks of the date of the Pet Services Provider's notice and the Pet Services Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving one month’s written notice to the Client.
5.3 Subject to the supplemental terms referred to in Parts 1 to 3 of Schedule, the Pet Services Provider shall invoice the Client monthly in arrears or on completion of the Order in arrears and the Client shall pay each invoice submitted by the Pet Services Provider:
5.3.1 within 7 days of the date of the invoice; and
5.3.2 in full and in cleared funds to a bank account nominated in writing by the Pet Services Provider, or
5.3.3 in full via the Client Portal with the Client’s registered payment card, and the time for payment shall be of the essence of this Agreement.
5.4 To the extent value added tax (VAT) is due and payable, it will be provided for in the invoice.
5.5 Without limiting any other right or remedy of the Pet Services Provider, if the Client fails to make any payment due to the Pet Services Provider under this Agreement by the due date for payment (the “Due Date”), the Pet Services Provider shall have the right to charge interest on the overdue amount at the rate of four per cent per annum above the then current Bank of England base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
5.6 The Client shall pay all amounts due under this Agreement in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against the Pet Services Provider in order to justify withholding payment of any such amount in whole or in part. The Pet Services Provider may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Pet Services Provider to the Client.
6 Limitation of Liability: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
6.1 Nothing in these Conditions shall limit or exclude the Pet Services Provider's liability for:
6.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
6.1.2 fraud or fraudulent misrepresentation.
6.2 Subject to clause 6.1:
6.2.1 the Pet Services Provider shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with this Agreement; and
6.2.2 the Pet Services Provider's total liability to the Client in respect of all other losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed either twelve months aggregate subscription or the value of this Agreement, whichever is the lower.
6.3 This clause 6 shall survive termination of this Agreement.
7 Termination
7.1 Without limiting their other rights or remedies, the Parties may terminate this Agreement with immediate effect by giving written notice to the other party if:
7.1.1 the other party commits a material breach of this Agreement and (if such a breach is remediable) fails to remedy that breach within one week of that party being notified in writing of the breach; and
7.1.2 the other party (being an individual) is the subject of a bankruptcy petition or order or a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
7.2 Without limiting its other rights or remedies, the Pet Services Provider may terminate this Agreement with immediate effect by giving written notice to the Client if:
7.2.1 the Client fails to pay any amount due under this Agreement on the due date for payment; or
7.2.2 the Pets become aggressive or dangerous.
7.3 Without limiting its other rights or remedies, the Pet Services Representative shall have the right to terminate this Agreement by giving the other party one week’s written notice.
7.4 Without limiting his/her other rights or remedies, the Client shall have the right to terminate this Agreement by giving the other party one month’s written notice.
8 Consequences of Termination
On termination of this Agreement for any reason:
8.1 the Client shall immediately pay to the Pet Services Provider all of the Pet Services Provider's outstanding unpaid invoices and interest (if any) and in respect of the Services provided but for which no invoice has been submitted, the Pet Services Provider shall submit an invoice, which shall be payable by the Client immediately upon receipt;
8.2 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry; and
8.3 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
9 Confidentiality
9.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:
9.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
9.1.2 was in the other party's lawful possession before the disclosure;
9.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
9.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or
9.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
9.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
9.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
9.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
9.5 The Client acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Pet Services Provider's Confidential Information.
9.6 the Pet Services Provider acknowledges that the Client Data is the Confidential Information of the Client.
9.7 This clause 9 shall survive termination of this Agreement, however arising.
10 General
10.1 Force majeure:
10.1.1 For the purposes of this Agreement, “Force Majeure Event” means an event beyond the reasonable control of the Pet Services Provider including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Pet Services Provider or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
10.1.2 The Pet Services Provider shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Agreement as a result of a Force Majeure Event.
10.1.3 If the Force Majeure Event prevents the Pet Services Provider from providing any of the Services for more than four weeks, the Pet Services Provider shall, without limiting its other rights or remedies, have the right to terminate this Agreement immediately by giving written notice to the Client.
10.2 Assignment and subcontracting:
10.2.1 The Pet Services Provider may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under this Agreement and may subcontract or delegate in any manner any or all of its obligations under this Agreement to any third party or agent.
10.2.2 The Client shall not, without the prior written consent of the Pet Services Provider, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement.
10.3 Notices:
10.3.1 Any notice or other communication required to be given to a party under or in connection with this Agreement shall be in writing and shall be sent by prepaid first-class post, recorded delivery or by commercial courier to the address referred to above or by email if so provided.
10.3.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by -email on the next Business Day after sending.
10.3.3 This clause 10.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall include emails and for the avoidance of doubt notice given under this Agreement shall be validly served if sent by email.
10.4 Severance:
10.4.1 If a court or any other competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
10.4.2 If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
10.5 No partnership: Nothing in this Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
10.6 Third parties: A person who is not a party to this Agreement shall not have any rights under or in connection with it.
10.7 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to this Agreement, shall only be binding when agreed in writing and signed by the Pet Services Provider.
10.8 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
This Agreement has been entered into on the date recorded by The Pet Service Provider or in the Client Portal.
Schedule 1
Services Part 1
Dog Walking – Supplemental Terms and Conditions
1. Trial Period
All Dog(s) being walked will undergo a one month trial period to ensure that they are adequately trained and socialised.
2. Service
2.1 The Pet Services Provider reserves the right to cut short a walk if necessary because of extreme weather conditions (e.g. heat, thunder storms) for the safety of both the Dog(s) and the Representative.
2.2 The Pet Services Provider shall notify the Client of any incident or occurrence pertaining to the Dog(s) that may be relevant to the care and well-being of the Dog(s).
2.3 The Client agrees to provide the Pet Services Provider with all information about the Dog(s), in particular the Client undertakes to disclose information which might impact on the safety of the Sitter and the care of the Dog(s) including, but not limited to, behavioural or health matters, anti-social behaviour including aggression, separation anxiety, destructive behaviour, excessive pulling on the lead, propensity to run away on walks or from the home/garden, incontinence, phobias or fears, excessive loud barking or whining etc. Any incorrect or misleading information provided by the Client shall constitute a breach of the terms of this Agreement and be grounds for termination.
2.4 The Client shall provide suitable harnesses, collars and leads as requested and approved by the Pet Services Provider and/or the Representative as well as coats or muzzles if required. The Client shall also provide clean towels if the Dog(s) are to be towelled down at the end of a walk.
3. Payment and Cancellation of Walking Services
3.1 Payment of any invoice for walking services is due within 7 days of invoice.
3.2 Cancellation by the Client of scheduled walks with less than 24 hours notice will be charged at the full rate or re-scheduled at the discretion of the Pet Services Provider.
4. Liability
4.1 The Pet Services Provider will hold public liability insurance relative to the services performed for the Client. A copy of the insurance policy is available upon request.
4.2 Insurance referred to at clause 4.1 will not cover medical emergencies therefore the Client should hold appropriate insurance in respect of the Dog(s) for medical emergencies. The Pet Services Provider reserves the right to refuse a booking for any Dog who is not insured.
4.3 The Client indemnifies the Pet Services Provider and the Representative against all costs arising out of the damage to the Sitter’s property and vehicle(s) whilst in the care of the Pet Services Provider.
4.4 The Pet Services Provider accepts no liability for any breach of security or loss of or damage to the Client's property if any other person has access to the property during the term of this Agreement.
4.5 Neither the Pet Services Provider nor its Representative(s) shall be liable for the death or injury to the Dog(s).
5. Emergencies
5.1 The Client must provide the Pet Services Provider with the name and contact number of someone with authority to make decisions relating to the Dog(s) care in an emergency and this should be entered into the appropriate section in the Client Portal. During such an emergency, if the emergency contact is not available or their details have not been provided, the Client hereby authorises the Pet Services Provider and the Representative to:
5.1.1 transport the Dog(s) to a listed veterinary surgeon; or
5.1.2 request on-site treatment from a veterinarian; or
5.1.3 transport the Dog(s) to an emergency clinic if the previous two options are not feasible.
5.2 In the event of an action being undertaken pursuant to sub-clauses 5.1.1, 5.1.2 or 5.1.3 the Client agrees that the Pet Services Provider and/or the Sitter may use its/his/her sole discretion in choosing the best care option for the Dog(s) and that the Pet Services Provider or the Sitter cannot be held liable for any injury or death of the Dog(s).
5.3 The Client is responsible for any veterinary bills, no matter how they are incurred, whilst the Dog(s) are in the care of the Pet Services Provider and any out of pocket expenses incurred.
6. Security
The Pet Services Provider warrants to keep safe and confidential all keys, remote control entry devices, access codes and personal information of the Client and to return same to the Client at the end of the contract period or immediately upon demand subject to the payment of fees which may apply.
Services Part 2
Pet Sitting – Supplemental Terms and Conditions
1. The Client agrees to provide the Pet Services Provider with all information about the Pets to assist the Pet Services Provider in recommending a suitable Sitter.
2. The Pet Services Provider undertakes to notify the Client of any incident or occurrence pertaining to the Pets that may be relevant to the care and well-being of the Pets.
3. The Client undertakes to disclosure information that might impact on the safety of the Sitter and the care of the Pets. Any incorrect or misleading information provided by the Client shall constitute a breach of the terms of this Agreement and be grounds for termination thereof.
4. Should one or more of the Pets become aggressive or dangerous the Pet Services Provider may terminate this Agreement with immediate effect.
5. The Pet Services Provider will hold public liability insurance relative to the services performed for the Client. A copy of the insurance policy is available upon request.
6. Insurance referred to at clause 5 will not cover medical emergencies therefore the Client should hold appropriate insurance in respect of the Pets for medical emergencies. The Pet Services Provider reserves the right to refuse a booking for any Pet that is not insured.
7. The Client indemnifies the Pet Services Provider and the Representative against all costs arising out of the damage to the Sitter’s property and vehicle(s) whilst in the care of the Pet Services Provider.
8. The Pet Services Provider accepts no liability for any breach of security or loss of or damage to the Client's property if any other person has access to the property during the term of this Agreement.
9. Neither the Pet Services Provider nor its Representative(s) shall be liable for any mishap, injury or death to the Pets.
10. The Client must provide the Pet Services Provider with the name and contact number of someone with authority to make decisions relating to the Pets’ care in an emergency. During such an emergency, if the emergency contact is not available or their details have not been provided, the Client authorises the Pet Services Provider to:
10.1 transport the Pets to a listed veterinarian; or
10.2 request on-site treatment from a veterinarian; or
10.3 transport the Pets to an emergency clinic if the previous two options are not feasible.
11. In the event of an action being undertaken pursuant to sub-clauses 10.1, 10.2 or 10.3 the Client agrees that the Pet Services Provider and/or the Representative may use its/his/her sole discretion in choosing the best care option for the Pets and that the Pet Services Provider cannot be held liable for any injury or death of the Pets.
12. The Client is responsible for any veterinary bills, no matter how they are incurred, whilst the Pets are in the care of the Pet Services Provider.
13. The Pet Services Provider warrants to keep safe and confidential any keys, remote control entry devices and access codes belonging to the Client and to return the same to the Client at the end of the contract period or immediately upon demand subject to the payment of any fees that may apply.
Services Part 3
Dog Training – Supplemental Terms and Conditions
1. Attendance
All Dog(s) attending any training session is required to be adequately trained and socialised. Any behavioural concern must be identified to the Pet Services Provider or its Representatives prior to the session commencement.
2. Service
2.1 The Pet Services Provider reserves the right to cut short a training session if necessary because of extreme weather conditions (e.g. heat, thunder storms) for the safety of both the Dog(s) and the Representative.
2.2 The Client agrees to provide the Pet Services Provider with all information about the Dog(s), in particular the Client undertakes to disclose information which might impact on the safety of the Representative and the training of the Dog(s) including, but not limited to, behavioural or health matters, anti-social behaviour including aggression, separation anxiety, destructive behaviour, excessive pulling on the lead, propensity to run away on walks or from the home/garden, incontinence, phobias or fears, excessive loud barking or whining etc. Any incorrect or misleading information provided by the Client shall constitute a breach of the terms of this Agreement and be grounds for termination.
2.3 The Client shall provide suitable harnesses, collars and leads as requested and approved by the Pet Services Provider and/or the Representative as well as coats or muzzles if required.
3. Payment and Cancellation of Dog Training Services
3.1 Payment of any dog training service shall be made in advance.
3.2 Cancellation by the Client of scheduled training services with less than 48 hours notice will be charged at the full rate or re-scheduled at the discretion of the Pet Services Provider.
3.3 Where cancellation by the Client of scheduled training services with less than 48 hours notice is due to emergency or illness, the Pet Services Provider will endeavour to offer a re-scheduled session to the Client.
4. Liability
4.1 The Pet Services Provider will hold public liability insurance relative to the services performed for the Client. A copy of the insurance policy is available upon request.
4.2 Insurance referred to at clause 4.1 will not cover medical emergencies therefore the Client should hold appropriate insurance in respect of the Dog(s) for medical emergencies. The Pet Services Provider reserves the right to refuse a booking for any Dog who is not insured.
4.3 The Pet Services Provider accepts no liability for any breach of security or loss of or damage to the Client's property if any other person has access to the property during the term of this Agreement.
4.4 Neither the Pet Services Provider nor its Representative(s) shall be liable for the death or injury to the Dog(s).
Schedule 2
Fees and Services
These are in accordance with the latest published price list provided by The Pet Services Provider on the website or in brochures, or as provided by The Pet Service Provider in a written quotation for the services as specified by The Client.
