TERMS OF SERVICE
TERMS OF SERVICE
1. Introduction
1.1. These Terms of Service (these Terms) govern the provision of Services by Dentalprenr Pty Ltd (ABN 99 605 658 777) (“we”, “us”, “Dentalprenr”).
1.2. By signing a hard or electronic copy of these terms, by clicking ‘I accept’ on an electronic order form or by ticking I accept on an electronic order form or website page or otherwise indicating your acceptance of these Terms, you, and the legal entity you represent agree to be legally bound by these Terms which are comprised of these Terms of Service and the Order Form.
1.3. Agreement Structure
The Agreement between you and Dentalprenr consists of the following parts:
(a) The Order Form
(b) If we are providing digital marketing services, Section A of these terms
(c) If we are providing access to the Dentalprenr Software Suite, section B applies.
(d) For all clients of Dentalprenr, this clause 1, clause 2 and clauses 13-24 applies
1.4. If there is any inconsistency between these Terms of Service and the Order Form, the Order Form prevails to the extent of the inconsistency.
2. Services
2.1. The services we are providing to you are as indicated on our order form and as selected by you. These services may include
(a) Digital Marketing setup and management on Google, Facebook and Instagram with landing pages and ads for Clear Aligners, Implants and Veneers; and/or
(b) Online Group Coaching with a minimum of 40-sessions annually; and/or
(c) Dentalprenr software access including business development dashboards, client relationship management tools and conversation tracking.
2.2. You may only use the Services in the regular course of your business, and not for resale, distribution leasing, rental, loaning, sales, sublicensing, distribution or otherwise transfer of your use of the Services. Your use of the Services cannot be transferred to an unauthorised third party.
THIS SECTION A APPLIES TO THE PROVISION OF DIGITAL MARKETING SERVICES
3. Digital Content
3.1. You must provide us with the information requested by us (“Digital Content”) and grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, display, modify as required, transmit and distribute the Digital Content, in order to provide the Services.
3.2. We will determine, in our sole discretion, which publishers to use in connection with the Services.
3.3. You acknowledge that the terms and conditions for publishing digital marketing content are determined by publishers in accordance with their own policies and as such, we can give no guarantees in relation to their actions and activities.
4. Representations
4.1. You represent and warrant to us that:
(a) you have the right to use all Digital Content, names, trademarks and search terms you provide or include in the Digital Content;
(b) the Digital Content complies with applicable laws and does not infringe the Intellectual Property Rights of any third party;
(c) all Digital Content will be free from all computer viruses and all other damaging components that may potentially damage, interfere with, intercept, or expropriate any system data or personal information; and
(d) the use, reproduction, distribution, transmission or display of the Digital Content, any data regarding users, and any material to which users can link, or any products or services made available to users, shall not contain any material that is unlawful or otherwise objectionable.
THIS SECTION B APPLIES IN RELATION TO THE PROVISION OF THE DENTALPRENR SOFTWARE SUITE
5. Access
5.1. These Terms govern your access to and use of the Site and all services, products, applications, software, programs, tools, materials, content, websites or pages, mobile applications, installed applications and service offerings or information available through the Site or used in any manner related thereto.
6. Responsibilities And Restrictions Property
6.1. Dentalprenr Responsibilities.
(a) We will provide the Platform to you during the Term in accordance with this Agreement.
(b) You may only use the Services in the regular course of your business, and not for resale, distribution, leasing, rental, loaning, sales, sublicensing, distribution or otherwise transfer of your use of the Services. Your use of the Services cannot be transferred to an unauthorised third party.
7. Licence of User
7.1. We will provide access to the Platform and provide the Services to the best of our abilities, however:
(a) Access to the Platform may be prevented by issues outside of our control; and
(b) We accept no responsibility for ensuring ongoing access to the Platform
7.2. We grant you a limited, non-exclusive and revocable licence to access and use the Platform for the duration of this Agreement, in accordance with the terms and conditions of this Agreement and any applicable Order Form.
7.3. We may revoke or suspend your licence if you breach any the term in this Agreement.
8. Acceptable Use
8.1. You agree not to, and not to allow third parties, to use the Services:
(a) to breach, or encourage the breach of, the legal rights of others;
(b) for any unlawful, invasive, infringing, defamatory, or fraudulent purpose;
(c) to interfere with the use of the Platform, or the equipment used to provide the Services, by customers;
(d) to alter, disable, interfere with, circumvent or reverse-engineer any aspect of the Platform;
(e) to upload Customer Data without consent if such consent is required by applicable laws and regulations (you are solely responsible for ensuring compliance with all applicable laws and regulations in the relevant jurisdictions);
(f) do anything that leads, or may lead, to a decrease in the value of our intellectual property rights in the platform;
(g) use or exploit any of the material appearing on the platform for, or in connection with any business or enterprise that is in competition with us.
8.2. Your failure to comply with this clause may result in suspension or termination, or both, of the Services pursuant to this Agreement.
9. Customer Responsibilities
9.1. You are responsible for all activity that occurs under your accounts. You will:
(a) be solely responsible for all activity, which must be in accordance with this Agreement;
(b) be solely responsible for Customer Data (other than with respect to our obligations set forth in the Agreement);
(c) obtain and maintain all necessary consents, agreements and approvals from individuals or any other third parties for all actual or intended uses of information, data or other content you will use in connection with the Services;
(d) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services and notify us promptly of any known unauthorized access or use; and
(e) use the Services only in accordance with applicable laws and regulations, including privacy laws, and anti-SPAM laws in the relevant jurisdiction.
10. Site Limitation
10.1. We will provide you access to the website and provide the Services to the best of our abilities, however:
(a) Access to the website may be prevented by issues outside of our control; and
(b) We accept no responsibility for ensuring ongoing access to the website.
10.2. We grant you a limited, non-exclusive and revocable licence to access and use the website or any platform for the duration of the agreement, in accordance with the Terms and any applicable Order Form.
11. Indemnity
11.1. You agree to indemnify and hold us and applicable affiliates, officers, directors, agents, and employees, harmless from and against any claims, demands, proceedings, losses and damages (actual, special and consequential) of every kind and nature, known and unknown, including legal fees on the indemnity basis, made by any third party due to or arising out of your breach of these Terms or the terms and policies it incorporates by reference, or your violation of any law or the rights of a third party including any third-party claim arising out of or in connection with use of or access to the Digital Content or any material to which users can link, or any products or services made available to users, through the Services or to which the marketing relates; or any other wilful or negligent conduct by you.
12. Definitions and interpretation
12.1. A term or expression starting with a capital letter in this Agreement is defined in Schedule 1 – Dictionary and has the meaning given to it in Schedule 1 – Dictionary, unless the context suggests otherwise.
12.2. The interpretation clause in Schedule 1 – Dictionary, sets out the rules of interpretation for this Agreement.
13. Fees and Payments
13.1. You must pay the Service Fees and Overage Fees set out in the Order Form.
13.2. Payment must be made as set out in the Order Form and in these Terms.
13.3. If you do not pay by the due date, interest at 10% per annum above the cash rate of the Reserve Bank of Australia will apply to all overdue amounts.
13.4. Non-payment will result in us stopping supplying Services to you and you access to the platform and services will be blocked.
13.5. Cancellation.
Subject to the terms of the Australian Consumer Law, no refunds will be provided once purchase is made.
14. Intellectual Property
14.1. Dentalprenr Ownership.
Subject to any rights expressly granted to you in the Terms and other agreements, we and our licensors, as applicable, reserve all right, title and interest in and to the Services, including information presented in any form and intellectual property rights (“Dentalprenr Intellectual Property”).
14.2. Customer Ownership and Licenses.
As between us and you, you own all rights, title, and interest, in and to:
(a) all Personal Data; and
(b) Sensitive Information and other information you supplied to us. You grant to us a non-exclusive, non-transferable, royalty free, non-sub-licensable (except as needed for the provision of Services or as set forth herein) worldwide right to access and use your Personal Data and Sensitive Information solely to provide the Services to you. No other rights or implied licenses in Personal Data and Sensitive Information are granted us other than as expressly set forth herein.
15. Warranties
15.1. Each Party represents and warrants that:
(a) it has the legal power to enter into this Agreement;
(b) it will use commercially reasonable efforts through the use of anti-virus protection not to transmit to the other Party any Disabling Code, and
(c) it will comply with all applicable laws with respect to its rights and obligations pursuant to this Agreement
15.2. We warrant that the Services will be performed in a professional and workmanlike manner.
15.3. For any breach of the warranties, your exclusive remedy is provided in Clause 8.2.
15.4. Except as expressly provided herein we make no warranties of any kind, whether express, implied, statutory or otherwise, and specifically disclaim all implied warranties, including but not limited to any warranties of merchantability, non-infringement or fitness for a particular purpose, to the maximum extent permitted by applicable law.
16. Termination
16.1. We may terminate or suspend, at our absolute discretion, your right to use the website or the Services immediately by notifying you in writing or through electronic mail, if we believe that:
(a) you have breached any material Terms or any of our license;
(b) you have posted reviews that contain any defamatory, obscene or offensive material, or promoted violence or discrimination;
(c) infringe our intellectual property rights or that of any third persons;
(d) breach any legal duty owed to a third party;
(e) promote illegal activity or invade another’s privacy; or
(f) be used to impersonate another person or to misrepresent your affiliation with another person.
16.2. Either party may terminate the provision of services on the giving of the 60 days prior written notice. You will be charged the applicable service fee during the notice period
17. Force Majeure
17.1. A party does not breach this Agreement and is not liable to the other party for a delay or failure to perform an obligation to the extent it results from a Force Majeure Event.
17.2. The party affected by the Force Majeure Event must notify the other party of the Force Majeure Event as soon as reasonably practicable and must take all reasonable steps to limit the effects of the Force Majeure Event.
17.3. If a Force Majeure Event occurs and its effect continues for a period of 60 Business Days or the Services affected by the Force Majeure Event may be terminated at any time thereafter by either party giving a notice in writing to the other party.
18. Warranties And Limitation of Liability
18.1. Warranty
Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:
• to cancel your service contract with us; and
• to a refund for the unused portion, or to compensation for its reduced value
You are also entitled to be compensated for any other reasonably foreseeable loss or damage.
If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.
18.2. Limitation of Liability.
Except for
(a) damages arising from a breach of a party’s confidentiality obligations; or
(b) Subject to the terms of clause 12.1, a party’s indemnification obligations set forth in the Term, in no event will either party’s aggregate liability arising out of or related to this agreement, whether in contract, tort or under any other theory of liability, exceed the amount equivalent to two months fee paid by customer or $10,000, whichever is lower. The foregoing will not limit customer’s payment obligations under the Term.
18.3. Exclusion of Consequential and Related Damages.
In no event will either party have any liability to the other party for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages.
The foregoing will not apply:
(a) to a breach of confidentiality obligations; or
(b) to the extent prohibited by applicable law.
19. Taxes
19.1. The Fees are exclusive of all Goods and Services Taxes, levies, duties or similar governmental assessments of any nature (collectively, Taxes). You are responsible for paying all Taxes associated with your purchase except for those based on our net income, property, or employee withholdings. Taxes shall not be deducted from the payments to us, except as required by law, in which case the amount payable shall be increased as necessary, so that after making all required deductions and withholdings, we receive and retain (free from any Tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made.
20. Confidentiality
20.1. Protection of Confidential Information.
Except as otherwise permitted in writing by Discloser, Recipient will:
(a) use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care) and use Discloser’s Confidential Information only for purposes of this Agreement, and
(b) Recipient will limit access to Confidential Information of Discloser to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have agreed to confidentiality obligations with Recipient that are no less stringent than those herein. In addition to the foregoing, Recipient may disclose Confidential Information in any due diligence of Recipient in connection with any corporate transaction, provided that such disclosure is made under a binding obligation of confidentiality with terms similar to those herein.
20.2. Protection of Customer Data.
Without limiting the above, we will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security and confidentiality of Personal Data and Sensitive Information. Except:
(a) in order to provide the Services;
(b) to prevent or address service or technical problems in connection with support matters; or
(c) as expressly permitted in writing by you,
we will not modify Personal Data and Sensitive Information, unless otherwise compelled by law.
20.3. Compelled Disclosure.
Recipient may disclose Confidential Information of Discloser to the extent required or compelled by law to do so, provided Recipient gives Discloser prior notice of such compelled disclosure (unless notice is prohibited by law) and reasonable assistance, at Discloser’s cost, if Discloser wishes to contest the disclosure. If Recipient is compelled by law to disclose Discloser’s Confidential Information as part of a civil proceeding, and Discloser is not contesting the disclosure, Discloser will reimburse Recipient for its reasonable cost of compiling and providing secure access to such Confidential Information.
21. Privacy
21.1. Personal Data refers to any information that identifies you as a natural personal. On the other hand, Sensitive Information refers to any attribute that can distinguish, qualify or classify you from other person such as information relating to your age, gender, ethnicity and genetic or biometric data.
21.2. Any Personal Data and Sensitive Information you provide to us is protected and covered by our Privacy Policy found in https://dentalprenr.com/privacy-policy.
22. General
22.1. Any terms and conditions stated in the Order Form is incorporated in this Terms. In case of inconsistency, the terms and conditions provided in the Order Form shall prevail over the Terms provided herein.
23.2. Dispute Resolution.
(a) The parties must endeavour to settle any dispute in connection with the contract by mediation. Such mediation is to be conducted by a mediator who is independent of the parties and appointed by agreement of the parties or, failing agreement within 7 days of receiving any party’s notice of dispute, by a person appointed by the Chair of Resolution Institute, or the Chair’s designated representative.
(b) The Resolution Institute Mediation Rules shall apply to the mediation.
(c) It is a condition precedent to the right of either party to commence arbitration or litigation other than for interlocutory relief that it has first offered to submit the dispute to mediation.
22.3. Governing Law.
The Terms is governed by the laws of New South Wales, Australia. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales.
23. Notices
23.1. Any notices in respect to these Terms must be in writing.
23.2. A notice will be effective if it is given as follows
(a) if from Detalprenr,, when posted on our website;
(b) by hand; or
(c) by prepaid mail; or
(d) by email.
to the address of the Party specified on page 1 of this Agreement or otherwise specified in writing in accordance with this clause.
23.3. A notice sent for the purposes of this clause will be considered received:
(a) when you continue to use our website after a notice is displayed;
(b) if delivered by hand, before 5.00 pm, on that Business Day;
(c) if sent by pre-paid mail, on the third Business Day after posting; or
(d) if emailed, it at the time of sending unless the sender’s email system receives a delivery failure notification.
except that a delivery by hand, mail or email received after 5:00pm (local time of the receiving Party) will be deemed to be given on the next Business Day.
1. DEFINITIONS
Capitalised terms shall have the meanings provided in this Clause or as specified in the body of the Agreement.
ACL or Australian Consumer Law means the Australian Consumer Law set out in Schedule 2, Competition and Consumer Act 2010 (Cth).
Agreement means these Terms of Service, and unless the context requires otherwise, includes all applicable Order Forms, and any addendums, exhibits or attachments to any of the foregoing.
Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. Control, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. Affiliates of Dentalprenr include any of its corporate Affiliates which may be specified or otherwise assigned rights or obligations under this Agreement or any Order Form, addendum, exhibit, attachment or any amendment.
Business Day means a weekday that is not a public holiday in Sydney Australia
Confidential Information means all confidential information disclosed by a Party (“Discloser”) to the other Party (“Recipient”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer Confidential Information will include, but is not limited to, Customer Data; Dentalprenr Confidential Information includes, but is not limited to, the Platform, information or technology used in connection with the Services, this Agreement and all Order Forms; and Confidential Information of each discloser includes Discloser’s non-public business and marketing plans, technology and technical information, product plans and designs, and business processes. Confidential Information does not include any information that:
(a) is or becomes generally known to the public without breach of any obligation owed to Discloser;
(b) was known to Recipient prior to its disclosure by Discloser without breach of any obligation owed to Discloser;
(c) is received from a third party without any obligation of confidentiality; or
(d) was independently developed by Recipient without reference to or use of Discloser’s Confidential Information.
Customer Data means all electronic data or information submitted by a Customer to the Platform.
Disabling Code means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
Documentation means any proprietary information or documentation made available to a Customer by Dentalprenr for use with the Platform, including any documentation available online through the Platform dashboard or otherwise.
Dollars means US dollars.
Fees means those fees specified in the Order Form
Force Majeure Event means an event, or a series of related events, that is outside the reasonable control of the party affected (including power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars, pandemic and compliance with government public health orders);
Order Form means each Dentalprenr ordering document signed physically or electronically by you which references this Agreement, identifies the Services ordered by a Customer from Dentalprenr, sets forth the prices for the Services, and contains other applicable information terms and conditions.
Platform means, collectively, the online Software Suite provided by Dentalprenr and ordered by a Customer pursuant to this Agreement and as specified in one or more Order Form(s).
Services means, collectively, the provision of the Platform and any configuration, training and other services as may be described in an Order Form. In relation to the items outlined in Schedule 1.
Term means the time period for the provision of the Services, as specified in an Order Form.
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