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Part 6 of 9 · Egregious contract terms

6. Should a Veterinary Software Contract Tell Customers Not to Criticise the Supplier?

Reviewed against published supplier documents on 20 August 2026.

20 August 2026

One clause stood out more than almost anything else in our review of veterinary practice management software contracts.

Vetspire's published customer agreement contains a non-disparagement provision.

It does not merely prohibit defamatory statements.

It says the customer and specified people connected with the customer will not voluntarily make statements that "defame, disparage or in any way criticize Vetspire", its platform, products, reputation, practices or conduct.

Source: Vetspire Terms & Conditions, section 6.4(d)

That is an extraordinary thing to ask a customer to agree to.

Defamation and criticism are not the same thing

A supplier does not need a contractual non-disparagement clause to protect itself from unlawful defamation.

False statements that unlawfully damage a business are already subject to legal rules.

Criticism is different.

A veterinary practice may have entirely legitimate reasons to say:

  • implementation went badly;
  • support was too slow;
  • a feature did not work as represented;
  • pricing changed;
  • the clinic found migration difficult; or
  • the product was simply not good enough.

Other practices benefit from hearing those experiences.

Software procurement becomes less efficient if dissatisfied customers believe their contract prevents them from speaking honestly about the supplier.

This is not the same as confidentiality

Confidentiality clauses are normal in commercial contracts.

A supplier may reasonably protect source code, security information, genuinely confidential commercial material and negotiated pricing.

For example, Merlin's terms contain confidentiality obligations. They expressly treat customer pricing terms and results of performance testing as MWI Confidential Information and restrict public announcements concerning the contract in specified circumstances.

Source: Merlin Terms and Conditions, clause 12

But we did not find a Merlin clause equivalent to Vetspire's broad prohibition on criticism.

The distinction matters.

"Do not publish our confidential technical information" is a conventional commercial protection.

"Do not criticise our practices or conduct" reaches much further.

Public terms can still be discussed

Merlin's confidentiality clause also excludes information already in the public domain from the definition of Confidential Information, subject to the contractual wording.

Its standard terms are themselves published openly by MWI.

That is why this series links directly to the supplier documents and discusses what they say rather than relying on rumours about individual customer contracts.

The same principle applies to Vetspire. The non-disparagement clause discussed here appears in Vetspire's publicly accessible terms.

ezyVet has reputation language too, but it is a different contract

ezyVet's Private API Terms contain restrictions around public statements and conduct affecting reputation.

But these are integration-partner terms, not the ordinary clinic-customer PMS agreement.

Source: ezyVet Private API Terms and Conditions, sections 5.1 and 5.2

That distinction is important. It would be misleading to cite the partner agreement and claim that every ezyVet clinic has promised not to criticise ezyVet.

Vetspire's clause is different because it appears in its published customer terms.

Whether it is enforceable is not the point of this article

Contract enforceability depends on jurisdiction, facts and applicable law.

This article is not claiming that every part of Vetspire's provision would necessarily be enforceable against every customer in every country.

The procurement question is more basic:

Why should a veterinary practice be asked to agree to it at all?

A PMS is a mission-critical supplier. Practices should be able to discuss their experiences with peers, professional advisers and the wider market.

That feedback also creates pressure for software suppliers to improve.

A better contractual principle

A veterinary software supplier should be able to protect:

  • confidential information;
  • intellectual property;
  • security credentials;
  • personal data; and
  • its rights against unlawful statements.

It should not need a promise that paying customers will refrain from criticism.

If a supplier wants positive reviews, there is a much better mechanism.

Build software customers want to recommend.


Contract analysis, not legal advice. No view is expressed here on the enforceability of the Vetspire clause in any particular jurisdiction. Sources reviewed on 2026-08-20.

Sources

  1. Vetspire: Terms & Conditions6.4(d). US/international comparison; check applicable customer order form. Accessed 2026-08-20.
  2. MWI / Merlin: Merlin Terms and Conditions12. UK. Accessed 2026-08-20.
  3. ezyVet / IDEXX: Private API Terms and Conditions5.1–5.2. Integration-partner agreement; not the clinic customer contract. Accessed 2026-08-20.

These articles are commercial contract analysis, not legal advice. Public standard terms can be modified by Order Forms, Statements of Work, negotiated amendments and jurisdiction-specific terms.

Related pages

The Veterinary PMS Contract That Restricts Customer Criticism | Veterinary Practice Management Software