ARTICLE 1 – Purpose
1.1 Purpose
This Agreement establishes the terms under which Consultant provides veterinary peer-to-peer advisory teleconsulting services to Client.
1.2 Advisory Services Only
Services provided under this Agreement are limited to professional consultation between licensed veterinarians. Consultant does not diagnose, treat, prescribe, or assume responsibility for the medical care of any patient, and no veterinarian‑client‑patient relationship is created between Consultant and any patient or pet owner.
1.3 No VCPR
The Parties acknowledge that Consultant does not establish a veterinarian-client-patient relationship (VCPR) with the patient or pet owner as a result of providing Services, and Consultant shall not be deemed to have provided direct patient care under any circumstances.
1.4 Statements of Work (SOW)
Each consultation request submitted through Consultant’s scheduling platform constitutes a specific service request, or Statement of Work (“SOW”), governed by this Agreement. The SOW sets forth the selected consultation type, deliverables, response timelines, and applicable fees, which shall be the exclusive remedies and obligations for that SOW absent a written change order executed by both Parties. This Master Services Agreement (“MSA”) governs all SOWs unless otherwise explicitly agreed in writing
ARTICLE 2 – Scope of Services
2.1 Consulting Services
Consultant provides remote veterinary consultation services including review of case information, diagnostics, medical records, and the provision of advisory clinical recommendations (“Services”).
2.2 Professional Standard
Consultant shall perform Services in a professional and skillful manner consistent with industry standards applicable to veterinary teleconsultation, without any guarantee or warranty of specific clinical outcomes.
2.3 Reliance on Submitted Information
All clinical recommendations are based solely on information provided by Client, and Consultant shall have no liability arising from inaccurate, incomplete, untimely, or misleading information supplied by Client or third parties. The accuracy and completeness of submitted data may affect the quality of recommendations provided.
2.4 Consultation Types Services may include, but are not limited to:
• Initial consultation review
• Follow-up consultation review
• Urgent stabilization consultation (STAT)
• Brief clinical check-in consultations (where available)
Specific service descriptions, response timelines, and pricing are defined in Article 5 and Article 4, and timeframes are targets only and not firm deadlines unless expressly stated as service levels with stated remedies in a signed SOW.
ARTICLE 3 – Professional Responsibilities
3.1 Accurate Case Information
Client shall provide accurate, complete, and current case information necessary for Consultant to perform Services.
3.2 Licensed Veterinarian Oversight
Client represents that all consultation requests will be submitted or reviewed by a licensed veterinarian who maintains the veterinarian-client-patient relationship.
3.3 Client Responsibility for Patient Care
Client retains full responsibility for all clinical decisions, treatments, prescriptions, patient monitoring, and patient outcomes.
3.4 Advisory Nature of Services
Consultant does not physically examine patients. All recommendations are advisory in nature and are intended to support—not replace—the clinical judgment of the attending veterinarian.
3.5 Final Clinical Authority
The attending veterinarian retains sole authority over diagnosis, treatment plans, referrals, and all aspects of patient care.
ARTICLE 4 – Billing and Payment
4.1 Fees and Payment
Client shall pay Consultant the fees set forth in Consultant’s published fee schedule, as may be updated from time to time with notice to Client.
Client acknowledges that Consultant may send an initial informational email regarding Services and onboarding; provided, however, that no obligations arise until Client completes onboarding as set forth in this Article 4.
Client shall complete Consultant’s onboarding form accurately and in good faith, providing the following information required to initiate onboarding:
• Hospital Administrator/ Medical Director/ Financial Contact Name
• Contact E-mails
• State veterinary license numbers for clinicians who will request case reports
Following receipt of the completed onboarding form, Consultant will add Client’s contact information to its PCI‑DSS compliant payment processor (currently Stripe) and provide secure links to:
• Electronically review and execute this Agreement
• Vault and maintain on file a valid credit card or ACH account as the default payment method
Upon full completion of onboarding (execution of this Agreement and successful vaulting of a valid payment method), Client will be granted access to schedule consultations online as well as phone calls for stat consults.
4.2 Current standard fees include:
• Initial Consultation - Cost: $175.00
• Follow Up - Cost: $85.00
• Urgent Stabilization Consultation - Cost: $380.00
• Brief Check-in - Cost: $40.00
4.3 Invoicing and Payment Notifications
Once a consultation is complete, an itemized invoice will be issued to the billing contact within twenty‑four (24) hours, and automated reminder notifications will be sent on Days 1, 7, and 14 following the invoice date; provided that failure to send any reminder shall not waive or delay payment obligations.
4.4 Secure Payment Setup
To streamline the consulting request process, a secure card‑vaulting system via Stripe (or a comparable PCI‑DSS compliant processor) is utilized. Client is required to maintain at all times a valid payment method on file to secure all appointments and authorizes Consultant and its payment processor to store, tokenize, and use such method for charges and preauthorization permitted under this Agreement. A card may be authorized (but not captured) at the time of booking to hold an appointment slot.
4.5 Automatic Payment and Settlement
To ensure timely payment and reduce administrative delays, any undisputed invoice that remains unpaid fourteen (14) days after issuance will be automatically charged to the default vaulted payment method on file without further Client acknowledges and agrees that prior written notice of intent to charge will be sent to the billing contact at least forty‑eight (48) hours before processing, and that Client authorizes such charge consistent with applicable law and card‑network rules. Any disputes regarding an invoice must be submitted in writing within fourteen (14) days of the invoice date with reasonable supporting detail. If a dispute is resolved in favor of the Client, any amounts charged in error will be promptly refunded as the sole and exclusive remedy.
4.6 Fee
Consultant may modify consultation fees from time to time to reflect changes in services, operating costs, or market conditions upon at least thirty (30) days’ prior written notice; updated pricing will apply only to Services requested after the effective date of the revised fee schedule.
4.7 Late Fees and Interest
If payment is not received within twenty‑one (21) days of the invoice date and the vaulted payment method cannot be successfully charged, Consultant may assess a late fee of the lesser of 1.5% per month or the maximum rate permitted by law on the outstanding balance, and may suspend or cancel access to scheduling and any pending appointments until all past‑due amounts are paid and a valid payment method is restored.
ARTICLE 5 – Submission and Response Times
5.1 Submission Hours
Case submissions are accepted between 8:00 AM and 4:00 PM Eastern Time, unless otherwise indicated on Consultant’s scheduling calendar.
5.2 Standard Consultation
Consultant will use commercially reasonable efforts to provide responses to standard consultations between 12:00 PM and 8:00 PM Eastern Time on business days, and any failure to meet such timeframes shall not constitute a breach or give rise to credits or offsets.
5.3 Urgent Stabilization (STAT) Consultations
STAT consultations are intended for high-acuity emergencies requiring rapid clinical stabilization guidance. When available, Consultant will prioritize a verbal response within approximately 15 minutes during business hours, provided, however, that time is not of the essence and such targets are estimates only. Written documentation summarizing the stabilization plan will be delivered within four (4) hours, provided that relevant diagnostic information is supplied; however, failure to meet this target shall not constitute a breach.
5.4 Brief Clinical Check-In
Brief clinical check-in consultations provide limited advisory guidance on targeted clinical questions and typically include a 4 hour verbal communication response time and a written response within 24 hours. This service is only available for clinics that Consultant has worked at or deemed appropriate by Atlantic ER Vet Consults
5.5 Same-Day Follow-Up Questions
Questions regarding an initial consultation may be submitted until 6:00 PM Eastern Time on the same day the consultation was provided. Consultant will use commercially reasonable efforts to address such questions as part of the original consultation.
5.6 After-Hours or Next-Day Follow-Up Questions
Questions submitted after 6:00 PM Eastern Time or on a subsequent business day should be submitted as a Follow-Up consultation request. This ensures each case remains properly documented, organized, and receives appropriate review.
5.7 After-Hours Submissions
Submissions received outside designated submission hours will be deemed received on the next business day.
ARTICLE 6 – Confidentiality
6.1 Definition of Confidential Information
For purposes of this Agreement, “Confidential Information” includes any non-public information disclosed by Client to Consultant in connection with the Services, whether in written, electronic, or verbal form. Confidential Information includes, but is not limited to: patient medical records, diagnostic reports, laboratory data, imaging files, clinical notes, case summaries, hospital protocols, operational information, financial information, and any other proprietary or sensitive information relating to Client’s veterinary practice or its patients.
6.2 Obligation of Confidentiality
Consultant agrees to maintain the confidentiality of all Confidential Information received from Client and shall not disclose, distribute, or permit access to such information to any third party except as necessary to perform the Services under this Agreement or as required by applicable law or regulatory authority.
6.3 Permitted Use
Confidential Information shall be used solely for the purpose of providing advisory veterinary consultation services under this Agreement and for no other purpose.
6.4 Protection Measures
Consultant agrees to use commercially reasonable administrative, technical, and physical safeguards to protect Confidential Information from unauthorized access, disclosure, or misuse, including secure electronic storage and restricted access to case materials.
6.5 Exclusions Confidential Information does not include information that:
(a) becomes publicly available through no fault of Consultant;
(b) was already lawfully known to Consultant prior to disclosure;
(c) is independently developed by Consultant without use of Client’s Confidential Information; or
(d) is received from a third party who is not under an obligation of confidentiality.
6.6 Required Disclosure
If Consultant is required by law, subpoena, or regulatory authority to disclose Confidential Information, Consultant may do so provided that, to the extent legally permitted, Consultant provides prompt notice to Client so that Client may seek protective measures.
6.7 Survival
The obligations contained in this Article shall survive the termination or expiration of this Agreement.
ARTICLE 7- Intellectual Property Rights
7.1 Ownership of Materials
Consultant retains all right, title, and interest in any proprietary methodologies, protocols, documentation formats, educational materials, software, data or consulting frameworks used in performing the Services. Client acknowledges that all proprietary frameworks, methodologies, and reports provided by Consultant are the exclusive property of Consultant. Client agrees that such materials shall be used solely for internal business purposes and shall not be distributed, reproduced, published, or otherwise disclosed to any third party without Consultant’s prior written consent.
7.2 License to Client
Client receives a non-exclusive license to use written consultation reports solely for internal clinical purposes related to the specific case for which they were issued.
ARTICLE 8 – Limitation of Liability
8.1 Exclusion of Certain Damages
Consultant shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, loss of goodwill, or loss of data, arising out of or related to the Services.
8.2 Maximum Liability
Consultant’s total aggregate liability for any and all claims arising out of or related to this Agreement shall not exceed the fees paid by Client to Consultant for the specific SOW giving rise to such liability in the twelve (12) months immediately preceding the event giving rise to the claim.
8.3 Clinical Decisions and Patient Outcomes
Client acknowledges that Consultant provides educational, advisory, and consultative services only and makes no representations, warranties, or guarantees, express or implied, regarding clinical outcomes or results. Consultant does not provide direct patient care and shall not be responsible or liable for any clinical decisions, actions, or outcomes resulting from the use of the Services by Client or Client’s staff. All medical judgment, patient care decisions, and clinical responsibility remain solely with Client and its healthcare professionals, as further described in Article 3 (Scope of Services)
ARTICLE 9 – Independent Contractor
9.1 Status
Consultant is an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee relationship, joint venture, partnership, or agency.
9.2 Independent Professional Discretion
Consultant shall retain exclusive authority over the manner, means, methods, sequencing, clinical reasoning, documentation style, and professional judgment applied in performing the Services. Client shall not supervise, control, or attempt to influence Consultant’s medical opinions, recommendations, or conclusions. Nothing in this Agreement shall be construed to create any right in Client to control Consultant’s performance of Services beyond requesting advisory consultation and providing necessary case information.
9.3 Non-Solicitation
Consultants engaged by Atlantic ER Vet Consults are bound by similar confidentiality, non-solicitation, and IP obligations during and after their engagement.
ARTICLE 10 – Representations and Warranties
10.1 Authority to Enter Agreement
Each Party represents that it has the full authority to enter into this Agreement and that doing so does not violate any other contractual obligations. Each Party further represents that it has obtained all necessary consents, licenses, or approvals required to enter into this Agreement.
ARTICLE 11– Term and Termination
11.1 Effective Date and Duration
This Agreement shall remain in effect until terminated by either Party upon ten (10) days’ prior written notice. Consultant reserves the right to suspend Services if Client fails to maintain a valid payment method on file or if professional licensure cannot be verified.
11.2 Payment Obligations Upon Termination
Termination of this Agreement shall not relieve Client of any payment obligations for Services rendered prior to the effective date of termination. All outstanding invoices shall remain due and payable in accordance with the terms of this Agreement.
11.3 Effect of Termination on Scheduled or In-Progress Services
Termination shall not affect any consultations that have already been scheduled or are in progress at the time of termination. Consultant shall have no obligation to accept new consultation requests submitted after the effective date of termination. Any STAT or urgent consultations scheduled prior to termination shall be completed and billed in accordance with the terms of this Agreement.
ARTICLE 12 – Governing Law and Dispute Resolution
12.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to its conflict‑of‑laws principles. Exclusive jurisdiction and venue for any action, suit, or proceeding arising out of or relating to this Agreement shall be governed by the laws of the state or federal courts located in Charleston County, South Carolina, and the Parties hereby consent to personal jurisdiction and waive any objection based on inconvenient forum.
12.2 Good Faith Negotiation
Any dispute arising out of or relating to this Agreement shall first be subject to good faith negotiation between the Parties.
12.3 Mediation and Arbitration
If unresolved, disputes may be submitted to mediation, and if still unresolved, to binding arbitration in Charleston County, South Carolina, administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award may be entered in any court of competent jurisdiction.
12.4 Compliance with Laws and Regulations
Each Party represents and warrants that it shall comply with all applicable federal, state, and local laws and professional regulations governing veterinary practice, teleconsulting, privacy, and professional licensure.
ARTICLE 13 – Insurance and Indemnification
13.1 Insurance
Consultant Insurance. Consultant shall maintain professional liability insurance (errors and omissions) in amounts commercially reasonable for veterinary teleconsulting services.
Client Insurance. Client represents and warrants that it maintains professional liability (malpractice) insurance covering its veterinarians and staff in amounts consistent with industry standards and applicable state law.
Upon reasonable request, either Party shall provide evidence of insurance coverage.
13.2 Indemnification by Client
Client shall indemnify, defend, and hold harmless Consultant, its members, officers, employees, and agents from and against any and all third‑party claims, demands, causes of action, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
1. Clinical decisions, treatments, prescriptions, or patient outcomes made or implemented by Client;
2. Client’s breach of this Agreement;
3. Client’s failure to maintain a valid veterinarian-client-patient relationship (VCPR);
4. Any allegation that Consultant assumed responsibility for direct patient care.
13.3 Indemnification by Consultant
Consultant shall indemnify and hold harmless Client from third‑party claims arising solely from Consultant’s gross negligence or willful misconduct in performing the Services, subject to the limitations and exclusions set forth in Article 8.
13.4 Limitation
Neither Party is required to indemnify the other for that Party’s own negligence, misconduct, or violation of law. Any indemnification obligations under this Article 13 remain subject to the limitations of liability in Article 8, including the exclusion of indirect, incidental, special, consequential, or punitive damages, and the maximum liability cap.
ARTICLE 14 – Audit / Maintenance of Records
14.1 Maintenance of Records
Atlantic ER Vet Consults and its clients shall maintain complete and accurate records, including consult forms, communications, treatment recommendations, invoices, and any other documents related to services provided under this Agreement. Such records shall be retained for a minimum of four (4) years following the conclusion of the services, or longer if required by law or professional standards.
14.2 Record Review for Quality Assurance
Atlantic ER Vet Consults may, with at least seven (7) business days’ prior notice, review relevant client records to ensure smooth coordination, timely submission of consult forms, and adherence to the terms of this Agreement. Reviews are not intended to assess clinical quality or patient outcomes, but solely for workflow, documentation completeness, and timely reporting. These reviews are intended to improve workflow and support timely reporting, and will be scheduled during normal business hours in a way that minimizes impact on client operations. Clients are encouraged to discuss the scope and timing of any review, and both Parties will agree on these details in writing.
14.3 Confidentiality
All records reviewed during any audit shall be treated as confidential and protected in accordance with applicable veterinary privacy regulations and this Agreement. Information obtained shall not be disclosed to third parties except as required by law.
14.4 Discrepancies
If any audit identifies material discrepancies in records or compliance issues, Atlantic ER Vet Consults and the client shall promptly address and correct them. Costs of the audit shall be borne by the party responsible for the discrepancy if non-compliance is confirmed.
ARTICLE 15 – Miscellaneous
15.1 Entire Agreement
This Agreement constitutes the entire understanding between the Parties regarding the subject matter.
15.2 Amendments
Any amendment must be in writing and signed by both Parties.
15.3 Notices
Notices shall be delivered to the addresses set forth above or to such other address as a Party may designate in writing.
15.4 Severability
If any provision of this Agreement is held invalid, the remainder shall remain in full force and effect.
15.5 Technology and Platform Limitations
Consultant utilizes third-party technology platforms, including scheduling, communication, and payment processing systems, to facilitate the Services. Consultant shall not be responsible for delays, interruptions, or failures in performance resulting from internet connectivity issues, platform outages, email delivery failures, or other technical disruptions beyond Consultant’s reasonable control.
Consultant shall not be responsible for delays, failures of delivery, or non-receipt of communications caused by email filtering systems, spam blockers, internet outages, or failures of third-party communication platforms. Client is responsible for ensuring that Consultant communications are monitored and accessible by appropriate clinical personnel.