Dental Marketing Ltd -- Company Registration Number 16344607
Registered Address: 20 Wenlock Road, London, N1 7GU
1. Definitions and Interpretation
1.1. The following definitions apply throughout these Terms:
"Agreement" means the contract formed between the Provider and the Customer for the supply of the Services, comprising these Terms, the Data Processing Agreement, and the Privacy Policy.
"Authorised Users" means the Customer's employees, contractors, and agents who are authorised by the Customer to access and use the Services.
"Business Day" means any day other than a Saturday, Sunday, or public holiday in England.
"Confidential Information" means all information disclosed by one party to the other (whether in writing, orally, or by any other means) that is identified as confidential or that ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure, including but not limited to business plans, pricing, technical data, product information, customer lists, financial information, and AI model configurations.
"Customer" means the dental practice, body corporate, or other entity that subscribes to the Services.
"Customer Data" means all data (including Personal Data) that the Customer or its Authorised Users input into, upload to, or generate through the Services, including clinical notes, patient letters, audio recordings, transcription data, patient communications, and practice information.
"Data Processing Agreement" or "DPA" means the data processing agreement between the Provider and the Customer, which forms part of this Agreement and governs the processing of Personal Data.
"Foundation Member" means a Customer who subscribed to the Services during the Foundation Member enrolment period, as notified by the Provider.
"GoHighLevel" or "GHL" means the third-party platform operated by HighLevel Inc. on which Nurtura is built.
"Intellectual Property Rights" means all patents, copyrights, database rights, trade marks, design rights (whether registered or unregistered), trade secrets, know-how, rights in software, and all other intellectual property rights, in each case whether registered or unregistered, and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
"Nurtura" means the dental practice customer relationship management platform provided by the Provider, built on GoHighLevel, offering marketing automation, patient communication, and practice management tools.
"Perpetua" means the AI-powered clinical note-taking software provided by the Provider, which captures audio from clinical consultations, transcribes it, and generates structured clinical notes and patient letters using artificial intelligence.
"Personal Data" has the meaning given in the UK GDPR.
"PMS" means the Customer's practice management software system (such as Dentally, Software of Excellence, Exact, or equivalent), being the Customer's primary clinical record system.
"Practice Intelligence" or "PI" means the intelligence add-on for Perpetua that analyses practice communications (including emails, telephone calls, and form submissions) to extract actionable insights about leads, recruitment, and business operations.
"Privacy Policy" means the Provider's privacy policy as published on the Provider's website from time to time.
"Provider" means Dental Marketing Ltd, a company registered in England and Wales under number 16344607, whose registered office is at 20 Wenlock Road, London, N1 7GU.
"Services" means any or all of Perpetua, Practice Intelligence, and Nurtura, as subscribed to by the Customer.
"Subscription Fee" means the monthly fee payable by the Customer for the Services, as agreed in writing between the parties.
"Terms" means these terms of service as set out in this document, as may be varied from time to time in accordance with clause 16.3.
"UK GDPR" means the retained EU law version of the General Data Protection Regulation (EU) 2016/679, as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018, together with the Data Protection Act 2018.
"Writing" or "Written" includes communication by email.
1.2. Headings in these Terms are for convenience only and shall not affect their interpretation.
1.3. Any reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time, and includes any subordinate legislation made under it.
1.4. Unless the context requires otherwise, words in the singular include the plural and vice versa, and a reference to one gender includes a reference to all genders.
1.5. A reference to a party includes that party's successors and permitted assigns.
2. The Services
2.1. Service Descriptions
The Provider offers the following services, which may be subscribed to individually or in combination:
(a) Perpetua -- AI-powered clinical note-taking software for dental practices. Perpetua captures audio from clinical consultations, transcribes spoken content, and uses artificial intelligence to generate structured clinical notes and patient letters. Perpetua is designed to assist dental professionals in documentation and is not a diagnostic, advisory, or clinical decision-making tool.
(b) Practice Intelligence (PI) -- An intelligence add-on that integrates with Perpetua and analyses practice communications, including emails, telephone calls, and web form submissions, to extract actionable insights regarding leads, recruitment activity, and business operations. PI processes data to identify patterns and generate reports; it does not make clinical or business decisions on the Customer's behalf.
(c) Nurtura -- A dental practice customer relationship management (CRM) platform built on GoHighLevel, providing marketing automation, patient communication workflows, appointment management, and practice management tools. Nurtura's availability and functionality are dependent on the underlying GoHighLevel platform.
2.2. Service Standard
The Provider shall provide the Services with reasonable care and skill. The Provider shall use commercially reasonable efforts to maintain the availability of the Services but does not guarantee any specific level of uptime or availability. The Services are provided on a best-efforts basis.
2.3. Changes to Services
The Provider may update, modify, or enhance the Services from time to time. Where any such change materially reduces the core functionality of a Service to which the Customer subscribes, the Provider shall give the Customer reasonable notice.
2.4. Illustrations and Descriptions
Any descriptions, examples, demonstrations, or marketing materials relating to the Services are provided for illustrative purposes only and do not form part of the Agreement.
3. Registration and Account
3.1. Account Creation
To access the Services, the Customer must complete the registration process and provide accurate, current, and complete information as requested. The individual completing registration must be the practice owner, principal dentist, or a person with authority to bind the Customer to this Agreement.
3.2. Acceptance
By completing the registration process and selecting the checkbox confirming acceptance, the Customer agrees to be bound by these Terms, the Data Processing Agreement, and the Privacy Policy, which together form the Agreement.
3.3. Authorised Users
The Customer may permit an unlimited number of Authorised Users to access the Services under the Customer's subscription. The Customer is responsible for:
(a) ensuring that all Authorised Users comply with these Terms;
(b) all acts and omissions of its Authorised Users in connection with the Services; and
(c) maintaining the security of all login credentials and access tokens associated with its account.
3.4. Account Security
The Customer shall not share login credentials with any person outside the Customer's practice. The Customer shall notify the Provider promptly if it becomes aware of any unauthorised access to or use of its account.
4. Subscription and Fees
4.1. Subscription Model
The Services are provided on a monthly rolling subscription basis. The Subscription Fee is a flat fee per practice, as agreed in writing between the parties at the time of registration or as subsequently varied in accordance with this clause.
4.2. Payment
(a) The Subscription Fee is payable monthly in advance.
(b) Payment shall be made by credit card, debit card, or direct debit via the Provider's payment processor (currently Stripe). The Customer authorises the Provider to collect the Subscription Fee on a recurring monthly basis using the payment method provided.
(c) The Provider is not registered for Value Added Tax. Should the Provider become VAT-registered during the term of the Agreement, the Customer shall pay VAT at the applicable rate in addition to the Subscription Fee, and the Provider shall give reasonable notice of this change.
(d) Any amount invoiced by the Provider that is not covered by the recurring subscription (including but not limited to setup fees, overage charges, or reimbursable expenses) shall be payable within seven (7) days of the date of the invoice.
4.3. Foundation Members
Where the Customer has enrolled as a Foundation Member, the Subscription Fee agreed at the time of enrolment shall be guaranteed for a period of six (6) months from the date of enrolment. After the guaranteed period, the Provider may vary the Subscription Fee in accordance with clause 4.5. Foundation Members may still terminate in accordance with clause 12.
4.4. Late Payment
(a) If the Customer fails to pay any amount due under the Agreement by the due date, the Provider may, without prejudice to any other right or remedy:
(i) charge interest on the overdue amount at a rate of 4% per annum above the base rate of the Bank of England from time to time, accruing daily and compounded monthly from the due date until payment is made in full; and
(ii) suspend access to all or part of the Services until all outstanding amounts have been paid.
(b) The Customer shall be liable for all reasonable costs and expenses incurred by the Provider in recovering any overdue amounts, including court fees and legal costs.
4.5. Fee Changes
The Provider may vary the Subscription Fee by giving the Customer not less than thirty (30) days' written notice. Any fee change shall take effect from the next billing cycle following the expiry of the notice period. For Foundation Members during their guaranteed period, see clause 4.3.
4.6. No Refunds
Subscription Fees are non-refundable except where required by law or where the Provider terminates the Agreement for reasons other than the Customer's breach.
4.7. Expenses
All Subscription Fees are exclusive of any reasonable expenses incurred by the Provider in connection with the provision of the Services (including but not limited to travel, hardware, shipping, and on-site support). Such expenses shall be reimbursable by the Customer on presentation of receipts or reasonable evidence of the expenditure, and shall be invoiced in accordance with clause 4.2(d).
5. Practice Management Software Relationship and Clinical Responsibility
This clause is of fundamental importance to the Agreement. The Customer must read and understand it in full.
5.1. Supplementary Tool
The Services are supplementary to the Customer's PMS. The Services are not a replacement for the Customer's PMS and are not the Customer's primary clinical record system. The Customer must at all times maintain its own PMS independently of the Services.
5.2. Obligation to Transfer Records
The Customer has an ongoing obligation to transfer all clinical notes, patient letters, and other clinical documentation generated by Perpetua into the Customer's own PMS in a timely manner. The Services do not constitute a clinical record system and must not be relied upon as such.
5.3. Clinical Responsibility
The Customer (and its individual clinicians) retains full and sole responsibility for:
(a) the accuracy, completeness, and clinical appropriateness of all notes and letters generated using the Services;
(b) reviewing, editing, and approving all AI-generated output before it is entered into the PMS, sent to patients, or otherwise relied upon;
(c) all clinical decisions, diagnoses, treatment plans, and patient care, regardless of whether the Services were used in the documentation process; and
(d) compliance with all applicable professional standards, regulatory requirements, and legal obligations relating to clinical record-keeping, including those of the General Dental Council, the Care Quality Commission, and the National Health Service (where applicable).
5.4. No Clinical Advice
The Services do not provide clinical advice, diagnosis, treatment recommendations, or any form of professional guidance. Nothing in any output generated by the Services should be interpreted as clinical advice.
5.5. Responsibility for Communications
The Customer is solely responsible for the content, accuracy, timing, and consequences of all communications sent to patients, leads, or other individuals through the Services, including automated messages, marketing emails, SMS messages, and other communications sent via Nurtura or any other Service. The Provider accepts no liability for any claim, loss, or damage arising from communications sent by or on behalf of the Customer through the Services.
6. AI Disclaimers and Limitations
6.1. Nature of AI Output
The Services use artificial intelligence, including large language models, to process audio, generate transcriptions, produce clinical notes, draft patient letters, and extract insights. The Customer acknowledges and agrees that:
(a) AI-generated output is produced by statistical language models that predict likely text based on patterns in training data. Such output may contain errors, omissions, inaccuracies, hallucinations (plausible but incorrect content), or misinterpretations.
(b) The Provider does not warrant or guarantee the accuracy, completeness, correctness, or clinical appropriateness of any AI-generated output.
(c) All AI-generated output must be treated as a draft that requires human review, clinical judgement, and approval by a qualified dental professional before it is relied upon, entered into the PMS, or communicated to any patient.
6.2. Transcription Limitations
Audio transcription is performed using AI models and is subject to inherent limitations including but not limited to:
(a) difficulty with accents, dialects, and non-standard pronunciation;
(b) degraded performance in noisy environments or with poor audio quality;
(c) potential misrecognition of specialist dental and medical terminology;
(d) inability to distinguish between speakers in all circumstances; and
(e) errors in punctuation, grammar, and sentence structure.
The Customer is responsible for verifying all transcribed content against the original consultation.
6.3. No Standalone Record
AI-generated clinical notes and letters produced by Perpetua are not standalone clinical records. They must be reviewed, amended where necessary, and transferred into the Customer's PMS before they form part of the patient's clinical record. The Provider accepts no liability for any consequences arising from the Customer's reliance on unreviewed AI-generated output.
6.4. Continuous Improvement
AI models are subject to updates and changes that may affect their behaviour. While the Provider endeavours to improve accuracy over time, changes to underlying models may produce different outputs for similar inputs. The Customer's obligation to review all output applies at all times, regardless of past performance.
6.5. Practice Intelligence Insights
Insights generated by Practice Intelligence are derived from automated analysis and pattern recognition. They are intended to assist with business awareness and decision-making but are not a substitute for the Customer's own professional and commercial judgement. The Provider does not warrant that PI insights are complete, accurate, or suitable for any particular purpose.
7. Acceptable Use
7.1. Permitted Use
The Customer shall use the Services solely for the purposes of legitimate dental practice operations, including clinical documentation, patient communication, practice management, and business intelligence within the dental sector.
7.2. Restrictions
The Customer shall not, and shall ensure that its Authorised Users do not:
(a) resell, sub-licence, or otherwise make the Services available to any third party;
(b) reverse-engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithms, or underlying technology of the Services;
(c) use the Services, or any output of the Services, for the purpose of benchmarking against competing products or services;
(d) use the Services for any purpose unrelated to dental practice operations;
(e) share login credentials or access tokens with any person outside the Customer's practice;
(f) upload, transmit, or input any material that is malicious, harmful, or designed to disrupt the operation of the Services, including viruses, malware, or code intended to compromise security;
(g) use the AI capabilities of the Services to generate content unrelated to clinical care, practice management, or patient communication;
(h) use the Services in any manner that violates applicable law, regulation, or professional standards; or
(i) attempt to access any part of the Services, systems, or networks to which the Customer has not been granted access.
7.3. Consequences of Breach
A breach of this clause 7 shall be a material breach of the Agreement and may result in immediate suspension or termination of the Customer's access to the Services in accordance with clause 12.
8. Intellectual Property
8.1. Provider's Intellectual Property
The Provider is the owner or licensee of all Intellectual Property Rights in the Services, including but not limited to the software, AI models, algorithms, extraction logic, prompts, user interfaces, documentation, and all related materials. Nothing in the Agreement transfers ownership of the Provider's Intellectual Property Rights to the Customer.
8.2. Customer Data Ownership
The Customer owns all Customer Data at all times. Nothing in the Agreement transfers ownership of the Customer's data, clinical notes, patient letters, or any other content generated from the Customer's input to the Provider.
8.3. Licence to Customer
Subject to the Customer's compliance with the Agreement, the Provider grants the Customer a non-exclusive, non-transferable, revocable licence to access and use the Services during the term of the Agreement solely for the Customer's internal dental practice purposes.
8.4. Aggregated and Anonymised Data
The Customer acknowledges and agrees that the Provider may use aggregated, anonymised, and de-identified data derived from the Customer's use of the Services for the purposes of:
(a) improving, developing, and enhancing the Services;
(b) generating industry benchmarks and insights; and
(c) research and development.
Such aggregated data shall not identify the Customer, any individual patient, or any Authorised User, and shall be processed in accordance with the DPA and applicable data protection legislation.
8.5. Licence from the Customer
The Customer grants the Provider a non-exclusive, non-transferable, royalty-free licence to use the Customer's name, logo, and branding solely to the extent necessary to deliver the Services (for example, applying practice branding to templates, letters, and communications generated through the Services). This licence shall terminate automatically upon termination of the Agreement.
8.6. Third-Party Materials
Certain materials, templates, or assets provided through the Services may be licensed from third parties. The Customer's right to use such materials is conditional upon the Provider's licence from the relevant third party remaining in force. The Provider shall not be liable if any such materials become unavailable due to the termination or variation of a third-party licence.
9. Confidentiality
9.1. Mutual Obligations
Each party shall keep the other party's Confidential Information strictly confidential and shall not disclose it to any third party without the prior written consent of the disclosing party, except as permitted by this clause 9.
9.2. Permitted Disclosures
A party may disclose the other party's Confidential Information:
(a) to its employees, officers, advisers, and contractors who need to know such information for the purposes of performing or receiving the Services, provided that such persons are bound by obligations of confidentiality no less onerous than those in this clause;
(b) where required by law, regulation, or order of a court or regulatory authority of competent jurisdiction; or
(c) where the information has become publicly available otherwise than through a breach of this clause 9.
9.3. Scope
For the avoidance of doubt, the Customer's Confidential Information includes all Customer Data, practice information, and business operations data. The Provider's Confidential Information includes the Provider's pricing structures, AI model configurations, prompt engineering, proprietary algorithms, and product roadmap.
9.4. Survival
The obligations of confidentiality in this clause 9 shall survive the termination or expiry of the Agreement for a period of three (3) years.
10. Data Protection
10.1. DPA
The parties acknowledge that the processing of Personal Data under this Agreement is governed by the Data Processing Agreement, which forms an integral part of the Agreement. In the event of any conflict between these Terms and the DPA in relation to data protection matters, the DPA shall prevail.
10.2. Roles
For the purposes of the UK GDPR:
(a) the Customer is the Controller of all patient Personal Data and practice-related Personal Data processed through the Services; and
(b) the Provider is the Processor of such Personal Data, acting on the Customer's documented instructions.
10.3. Customer Obligations
The Customer is responsible for:
(a) obtaining and maintaining all necessary consents, lawful bases, and authorisations required under the UK GDPR and the Data Protection Act 2018 for the processing of Personal Data through the Services, including consent for audio recording of clinical consultations where required;
(b) ensuring that all Personal Data provided to or processed through the Services has been collected lawfully and in compliance with applicable data protection legislation;
(c) providing appropriate privacy notices to patients and other data subjects regarding the use of AI-assisted documentation tools; and
(d) complying with all applicable data protection laws and regulations at all times.
10.4. Further Detail
Full details of the Provider's data processing activities, sub-processors, security measures, data subject rights procedures, and international transfer safeguards are set out in the DPA.
11. Liability and Indemnification
11.1. Limitation of Liability
(a) Subject to clause 11.1(e), the Provider's total aggregate liability to the Customer under or in connection with the Agreement (whether in contract, tort, negligence, breach of statutory duty, or otherwise) shall not exceed the total Subscription Fees paid by the Customer to the Provider in the twelve (12) months immediately preceding the date on which the claim arose.
(b) Subject to clause 11.1(e), the Provider shall not be liable to the Customer for any:
(i) loss of profits, revenue, business, or anticipated savings;
(ii) loss of or damage to goodwill or reputation;
(iii) loss of data (except to the extent covered by the DPA);
(iv) indirect, consequential, or special loss or damage; or
(v) losses arising from the Customer's failure to maintain adequate back-ups of Customer Data or to transfer records to the PMS,
howsoever arising, even if the Provider has been advised of the possibility of such loss or damage.
(c) Without prejudice to the generality of clauses 11.1(a) and (b), the Provider expressly excludes all liability for:
(i) clinical outcomes or patient harm arising from the Customer's or any clinician's use of, or reliance upon, AI-generated output;
(ii) any regulatory investigation, fine, sanction, or penalty imposed on the Customer or any Authorised User arising from the Customer's use of AI-generated output; and
(iii) any claim by a patient or third party arising from clinical notes, letters, or other documentation generated or assisted by the Services.
(d) To the fullest extent permitted by law, all warranties, conditions, and other terms implied by statute or common law are excluded from the Agreement.
(e) Nothing in the Agreement shall exclude or limit either party's liability for:
(i) death or personal injury caused by negligence;
(ii) fraud or fraudulent misrepresentation; or
(iii) any other liability that cannot be excluded or limited by applicable law.
11.2. Indemnification by the Customer
The Customer shall indemnify and hold harmless the Provider, its officers, directors, employees, and agents from and against all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
(a) the Customer's failure to obtain or maintain valid patient consent (including consent for audio recording);
(b) any breach by the Customer or its Authorised Users of these Terms;
(c) any breach by the Customer of applicable data protection laws or regulations;
(d) any clinical negligence or malpractice claim arising from the Customer's reliance on, or failure to review, AI-generated output;
(e) the Customer's failure to transfer AI-generated clinical documentation into the PMS in a timely manner;
(f) the Customer's misuse of AI-generated output, including use of unreviewed or unapproved output in patient care; and
(g) any claim by a third party arising from the Customer's use of the Services.
12. Termination
12.1. Termination by the Customer
The Customer may terminate the Agreement by giving not less than thirty (30) days' written notice to the Provider. Termination shall take effect at the end of the billing cycle following the expiry of the notice period.
12.2. Termination by the Provider Without Cause
The Provider may terminate the Agreement by giving not less than thirty (30) days' written notice to the Customer.
12.3. Termination by the Provider for Cause
The Provider may terminate the Agreement with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under the Agreement and such amount remains unpaid for fourteen (14) days after the Provider has given written notice that payment is overdue;
(b) the Customer commits a material or repeated breach of any provision of the Agreement and, where such breach is capable of remedy, fails to remedy it within fourteen (14) days of being notified in writing of the breach;
(c) the Customer or any of its Authorised Users commits any fraud, dishonesty, or gross misconduct in connection with the Services;
(d) the Customer breaches applicable data protection legislation in connection with Personal Data processed through the Services;
(e) the Customer breaches the acceptable use provisions set out in clause 7;
(f) an order is made or a resolution is passed for the winding up of the Customer, or an administrator, receiver, or administrative receiver is appointed over any of the Customer's assets, or the Customer makes any arrangement or composition with its creditors, or the Customer ceases or threatens to cease to carry on business; or
(g) the Provider reasonably considers that the Customer's continued use of the Services poses a risk to the security, integrity, or availability of the Services or to other customers.
12.4. Termination by the Customer for Cause
The Customer may terminate the Agreement with immediate effect by giving written notice to the Provider if the Provider commits a material breach of any provision of the Agreement and, where such breach is capable of remedy, fails to remedy it within thirty (30) days of being notified in writing of the breach.
12.5. Cumulative Rights
The Provider's rights under this clause 12 are in addition to any other rights and remedies available to the Provider at law. Any delay by the Provider in exercising its rights under this clause shall not constitute a waiver of those rights.
13. Effects of Termination
13.1. Payment of Outstanding Amounts
On termination of the Agreement for any reason, all outstanding Subscription Fees and any other amounts due to the Provider shall become immediately payable.
13.2. Data Export Period
Following termination, the Provider shall make the Customer's data available for download for a period of thirty (30) days from the effective date of termination (the "Export Period"). The Customer is responsible for exporting all required data during the Export Period.
13.3. Data Deletion
Upon expiry of the Export Period, the Provider shall delete or destroy all Customer Data in its possession, in accordance with the DPA and applicable data protection legislation. The Provider shall have no obligation to retain Customer Data beyond the Export Period.
13.4. Ongoing Transfer Obligation
The Customer is reminded that its obligation to transfer clinical notes, letters, and other clinical documentation to its PMS applies throughout the term of the Agreement (see clause 5.2). If the Customer has not maintained regular transfers during the subscription period and requires additional time to export data following termination, the Customer must continue to pay the Subscription Fee until the export is complete.
13.5. Licence Revocation
Upon termination, the licence granted to the Customer under clause 8.3 shall immediately cease and the Customer shall stop all use of the Services.
13.6. Survival
The following clauses shall survive termination or expiry of the Agreement: clause 1 (Definitions), clause 5 (PMS Relationship and Clinical Responsibility), clause 6 (AI Disclaimers), clause 8 (Intellectual Property), clause 9 (Confidentiality), clause 10 (Data Protection), clause 11 (Liability and Indemnification), clause 13 (Effects of Termination), and clause 17 (Governing Law and Jurisdiction).
14. Nurtura and GoHighLevel
14.1. Third-Party Dependency
The Customer acknowledges that Nurtura is built on the GoHighLevel platform, which is owned and operated by HighLevel Inc. The availability, functionality, and performance of Nurtura are dependent on the GoHighLevel platform.
14.2. GHL Terms
The Customer's use of Nurtura is subject to GoHighLevel's own terms of service and data processing agreement, which apply to data processed within the GoHighLevel platform. The Customer is responsible for reviewing and complying with GoHighLevel's terms.
14.3. Limitation
The Provider shall not be liable for:
(a) any downtime, unavailability, or performance issues caused by the GoHighLevel platform;
(b) any changes to GoHighLevel's features, functionality, terms, or pricing; or
(c) any data processing carried out by GoHighLevel or its sub-processors.
14.4. Feature Changes
Where GoHighLevel discontinues or materially changes a feature on which Nurtura relies, the Provider shall give the Customer reasonable notice and shall use commercially reasonable efforts to provide alternative functionality where practicable.
14.5. Third-Party Platform Compliance
The Customer is responsible for complying with the terms of service, acceptable use policies, and community guidelines of any third-party platform accessed or used through the Services, including but not limited to GoHighLevel, Google, Meta, Instagram, TikTok, and LinkedIn. The Provider shall not be liable for any penalty, restriction, or account suspension imposed on the Customer by a third-party platform as a result of the Customer's use of that platform through the Services.
15. Force Majeure
15.1.
Neither party shall be liable for any failure or delay in performing its obligations under the Agreement where such failure or delay results from circumstances beyond that party's reasonable control, including but not limited to: acts of God, fire, flood, earthquake, pandemic, epidemic, governmental action, war, terrorism, civil unrest, power failure, internet or telecommunications failure, failure of third-party hosting or cloud services, cyberattack, or industrial action (a "Force Majeure Event").
15.2.
The affected party shall notify the other party in writing as soon as reasonably practicable of the Force Majeure Event and its expected duration.
15.3.
If a Force Majeure Event continues for a period exceeding sixty (60) days, either party may terminate the Agreement by giving written notice to the other party.
16. General Provisions
16.1. Severability
If any provision of the Agreement is found by any court or competent authority to be invalid, unlawful, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the provision shall be deemed deleted. In either case, the remaining provisions of the Agreement shall continue in full force and effect.
16.2. No Waiver
A failure or delay by either party in exercising any right or remedy under the Agreement shall not constitute a waiver of that right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. A single or partial exercise of any right or remedy shall not prevent or restrict the further exercise of that or any other right or remedy.
16.3. Variation
The Provider may vary these Terms at any time, except in relation to the Subscription Fee (which may only be varied in accordance with clause 4.5). Continued use of the Services after variation of the Terms shall constitute acceptance of the varied Terms. Where a variation materially affects the Customer's rights or obligations, the Provider shall use reasonable efforts to notify the Customer.
16.4. Assignment
(a) The Provider may at any time assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights or obligations under the Agreement.
(b) The Customer shall not assign, transfer, subcontract, or deal in any other manner with all or any of its rights or obligations under the Agreement without the prior written consent of the Provider.
16.5. Third Party Rights
No person who is not a party to the Agreement shall have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999.
16.6. Entire Agreement
The Agreement (comprising these Terms, the DPA, and the Privacy Policy) constitutes the entire agreement between the parties and supersedes all previous agreements, understandings, and arrangements between the parties, whether written or oral, relating to its subject matter. The Customer acknowledges that it has not relied on any statement, representation, assurance, or warranty that is not set out in the Agreement. These Terms take precedence over any terms and conditions of the Customer, including any purchase order, standard terms of business, or other document purporting to set out terms for the supply of the Services.
16.7. Notices
(a) All notices to the Provider under these Terms shall be sent to: Dental Marketing Ltd, 20 Wenlock Road, London, N1 7GU, or by email to: ope@dental-marketing.io.
(b) All notices to the Customer shall be sent to the email address or postal address provided by the Customer during registration.
(c) A notice sent by email shall be deemed received at the time of sending (provided no delivery failure notification is received). A notice sent by first-class post shall be deemed received on the second Business Day after posting. A notice sent by recorded delivery shall be deemed received on the next Business Day after posting.
16.8. Training and Support
The Provider shall provide reasonable training and support to assist the Customer in using the Services effectively. The scope and availability of training and support may vary and shall be communicated to the Customer from time to time.
17. Governing Law and Jurisdiction
17.1. Governing Law
The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
17.2. Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.
Acceptance
By selecting the checkbox during registration confirming "I agree to the Terms of Service, Data Processing Agreement, and Privacy Policy," the Customer acknowledges that it has read, understood, and agrees to be bound by these Terms.
Dental Marketing Ltd
Company Registration Number: 16344607
20 Wenlock Road, London, N1 7GU
ope@dental-marketing.io