TERMS AND CONDITIONS

BACKGROUND:

These Terms and Conditions, together with any and all other documents referred to herein, set out the terms of use under which you may use DPP (Dental Professional Portal). Please read these Terms and Conditions carefully and ensure that you understand them. You will be required to read and accept these Terms and Conditions when signing up for an Account and purchasing a Subscription.  If you do not agree to comply with and be bound by these Terms and Conditions, you must stop using DPP immediately.

1. Definitions and Interpretation

1.1  In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Account” means an account required to access and use DPP, as detailed in Clause 4;
“Data Controller” means the owner of the Data including Personal Data.This will be the Account holder – Dental Surgery / Practice or Dentist or any Dental Professional User.
“Data Processor” Company Processing Data for DPP application; Silicon Technix Ltd in this case.
“Content” means any and all text, images, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a computer that appears on, or forms part of, DPP;
“Contract” means the contract between Us and you for the purchase and sale of a Subscription to DPP, as explained in Clause 6;
“Order” means your order for a Subscription;
“Data Processor” Company Processing Data for DPP application; Silicon Technix Ltd in this case.
“Content” means any and all text, images, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a computer that appears on, or forms part of, DPP;
“Contract” means the contract between Us and you for the purchase and sale of a Subscription to DPP, as explained in Clause 6;
“Order” means your order for a Subscription;
“Subscription Confirmation” means Our acceptance and confirmation of your Order;
“Subscription” means a subscription to access DPP, purchased in accordance with these Terms and Conditions;
“User” means a user of DPP;
“User Content” means Customer Data created and/or uploaded by Users in or to DPP; and
“We/Us/Our” means Silicon Technix Limited, a limited company registered in England under company number 06478469, whose registered address is 15 Berkeley Waye, Hounslow, Middlesex, London, TW5 9HJ.

2. Information About Us

2.1          DPP is owned and operated by Silicon Technix Limited, a limited company registered in England under company number 06478469, whose registered address is 15 Berkeley Waye, Hounslow, Middlesex, London, TW5 9HJ.
2.2          DPP is a Web App.
2.3          We are a member of the Hounslow Chamber of Commerce and Industry
2.4          We are Data Processor for DPP.
2.5          We are ICO registered and the registration reference is ZA228710.

3. Access and Changes to DPP

3.1          Access to DPP requires a Subscription.  Upon purchasing a Subscription, DPP will be available to you for the duration of that Subscription and any and all subsequent renewals.
3.2          We may from time to time make changes to DPP:
3.2.1      Minor changes may be required to make underlying technical alterations, for example, to fix an error or to address a security issue.  We will inform you by email and via DPP of any such changes (including, if applicable, anything that you need to do), however, they will be unlikely to materially affect your use of DPP;
3.2.2      Minor changes may be made to reflect changes in the law or other regulatory requirements.  We will inform you by email and DPP of any such changes (including, if applicable, anything that you need to do), however, they will be unlikely to materially affect your use of DPP; and
3.2.3      We may develop and improve DPP over time, in some cases making significant changes to it.  You will be kept fully informed of any and all such changes.
3.3          We will always aim to ensure that DPP is available at all times.  In certain limited cases, however, we may need to temporarily suspend availability to make certain changes outlined under sub-Clause 3.2.  Unless We are responding to an emergency or an urgent issue, We will inform you in advance of any interruptions to the availability of DPP.  If We need to suspend DPP for longer than 48 hours within 30 days, we will add the corresponding time to the duration of your current Subscription period at no cost to you.  If We need to suspend DPP for longer than 7 days continuously you may also have a right to cancel.  Please refer to sub-Clause 8.3.5 for details.

5. Subscriptions, Pricing and Availability

5.1          We make all reasonable efforts to ensure that all general descriptions of the services available from Us (specifically, DPP) correspond to the actual services that will be provided to you.  There may, however, be minor variations from descriptions from time to time.
5.2          Please note that sub-Clause 5.1 does not exclude Our responsibility for mistakes due to negligence on Our part and refers only to minor variations in Our services, not to different services altogether.
5.3          Where appropriate, you may be required to select your required Subscription.  Different types of Subscription provide access to different features in DPP.  Please ensure that you select the appropriate Subscription when prompted.
5.4          All pricing information is correct at the time of going online.  We reserve the right to change prices and to add, alter, or remove special offers from time to time and as necessary.  All pricing information is reviewed and updated every year.  Changes will not affect Subscriptions that have already been purchased but may affect renewals of Subscriptions.
5.5          All Subscription prices are checked by Us when your purchase is processed.  In the unlikely event that We have shown incorrect pricing information, We will contact you in writing before processing your purchase to ask you how you wish to proceed.  We will not charge you or activate your Subscription until you respond.  If We do not receive a response from you within 2 working days, We will treat your purchase as cancelled and notify you accordingly in writing.
5.6          All prices exclude VAT.

6. Subscriptions – How Contracts Are Formed

6.1          You will be guided through the Subscription process when you make a purchase.  Before confirming a purchase, you will be given the opportunity to review your chosen Subscription and amend any errors in your Order.  Please ensure that you check carefully before confirming your purchase.
6.2          Only once We have sent you a Subscription Confirmation will there be a legally binding contract between Us and you (“the Contract”).
6.3          Subscription Confirmations contain the following information:
6.3.1      Confirmation of your chosen Subscription including full details of the main characteristics and features of DPP available as part of that Subscription;
6.3.2      Fully itemised pricing, including, where appropriate, taxes and other additional charges;
6.3.3      Details of the duration of your Subscription including the start date and the end and/or renewal date;
6.4          If We do not accept or cannot process your Subscription purchase for any reason, no payment will be taken under normal circumstances.  If We have taken payment in such circumstances, the payment will be refunded to you as soon as possible and in any event within 10 working days.
6.5          Subject to the cancellation provisions in Clause 8, once you have confirmed your Subscription purchase, your Subscription cannot be changed until the end or renewal date of that Subscription. Changes made to an auto-renewing Subscription will take effect when the Subscription is renewed.
6.6          By purchasing a Subscription, you are expressly requesting that you wish access to DPP to be made available to you immediately (and will be required to acknowledge this).  If you are a consumer, this will result in your right to cancel during the “cooling-off” period being lost.  Please be aware that We do not offer any Subscriptions that do not begin immediately.  For more details of cancellation, please refer to Clause 8.

7. Payment

7.1          Payment for Subscriptions will be due at the time of purchase.  Your chosen payment method will be billed immediately upon confirmation of your Subscription.
7.2          We accept the following methods of payment:
7.2.1      Bank transfer;
7.2.2      Debit or Credit Card;
7.2.3      PayPal
7.3          We do not charge any additional fees for any of the payment methods listed above.

8. Cancellation

8.1          Business customers will have a legal right to a “cooling-off” period within which distance sales contracts (including those formed online) can be cancelled for any reason.  This period, if applicable, begins once a contract is formed and ends at the end of 14 calendar days after that date.
8.2          Please note that, as explained in sub-Clause 6.7, because access to DPP is made available immediately upon the purchase of a Subscription, the 14-day cooling-off period does apply.
8.3          You may cancel at any time in the following limited circumstances and you may be entitled to a full or partial refund for services or digital content not provided:
8.3.1      We have incorrectly described DPP or it is faulty (please refer to Clause 16 for more details); or
8.3.2      We have informed you of an upcoming change to DPP or to these Terms and Conditions that you do not agree to; or
8.3.3      We have informed you of an error in the price or description of your Subscription or DPP and you do not wish to continue; or
8.3.4      There is a risk that the availability of DPP may be significantly delayed due to events outside of Our control; or
8.3.5      We have informed you that We have suspended, or are planning to suspend, availability of DPP for a period greater than 7 days; or
8.3.6      We have breached these Terms and Conditions or have in any way failed to comply with Our legal obligations to you.
8.3.7      There is data breach
8.4          Subject to sub-Clause 8.3, non-renewing Subscriptions cannot be cancelled. Auto-renewing Subscriptions can be cancelled at any time, however (also subject to sub-Clause 8.4 and to sub-Clause 8.3), no refunds can be provided and you will continue to have access to DPP for the duration of the remainder of the Subscription period you are currently in.  Cancelling an auto-renewing Subscription only prevents it from being auto-renewed.
8.5          To cancel a Subscription for any reason, please inform us using one of the following methods:
8.5.1      By email at support@dentalprofessionalportal.com; or
8.5.2      For cancellation email us at support@dentalprofessionalportal.com by providing your name, address, email address, telephone number and details of your Subscription.
8.5.3      We may ask you why you have chosen to cancel your Subscription and may use any answers you provide to improve DPP in the future, however please note that you are under no obligation to provide any details if you do not wish to.
8.6          Any and all refunds due to you will be made no later than 10 working days after the date on which We acknowledge your cancellation.  Refunds will be made via bank transfer only.
8.7          In certain limited circumstances (for example, you do not pay a subscription fee or violate terms of this contract or leak data / confidential information) We may cancel your Subscription and/or close your Account.  If We take such action, you will be notified by email and We will provide an explanation for the cancellation and/or closure.
8.7.1      If your Account is closed and your Subscription is cancelled because you have breached these Terms and Conditions, you will not be entitled to a refund.  If you believe We have closed your Account and cancelled your Subscription in error, please Contact Us via email at support@dentalprofessionalportal.com.
8.7.2      If your Account is closed and/or your Subscription is cancelled for any other reason, you will be refunded as per cancellation terms of this contract. Any and all refunds due to you will be made no later than 10 working days after the date on which the closure and/or cancellation becomes effective.  Refunds will be made to your bank account via bank transfer.

9. Our Intellectual Property Rights and Licence

9.1          We grant Users a limited, non-exclusive, revocable, non-transferable licence to use DPP for business purposes, subject to these Terms and Conditions.
9.2          Subject to the licence granted to Us under sub-Clause 12.3, Users retain the ownership of copyright and other intellectual property rights in their User Content (subject to any third-party rights in that User Content and the terms of any licence under which you use such Content).
9.3          All other Content included in DPP (including all user-facing material, and all underlying material such as code, software and databases) and the copyright and other intellectual property rights in that Content, unless specifically labelled otherwise, belongs to or has been licensed by Us.  All Content is protected by the applicable United Kingdom.
9.4          By accepting these Terms and Conditions, you hereby undertake:
9.4.1      Not to copy, download or otherwise attempt to acquire any part of DPP;
9.4.2      Not to disassemble, decompile or otherwise reverse engineer DPP;
9.4.3      Not to allow or facilitate any use of DPP that would constitute a breach of these Terms and Conditions; and
9.4.4      Not to embed or otherwise distribute DPP on any website, FTP server or similar.

10. Links to DPP

10.1       You may link to DPP in the hosted environment provided that:
10.1.1    You do so in a fair and legal manner;
10.1.2    You do not do so in a manner that suggests any form of association, endorsement or approval on Our part where none exists;
10.1.3    You do not use any of Our logos or trademarks (or any others displayed on DPP) without Our express written permission; and
10.1.4    You do not do so in a way that is calculated to damage Our reputation or to take unfair advantage of it.
10.2        You may not link to DPP from any other website the content of which contains material that:
10.2.1    Is sexually explicit;
10.2.2    Is obscene, deliberately offensive, hateful or otherwise inflammatory;
10.2.3    Promotes violence;
10.2.4    Promotes or assists in any form of unlawful activity;
10.2.5    Discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;
10.2.6    Is designed or is otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
10.2.7    Is calculated or is otherwise likely to deceive another person;
10.2.8    Is designed or is otherwise likely to infringe (or threaten to infringe) another person’s privacy;
10.2.9    Misleadingly impersonates any person or otherwise misrepresents the identity or affiliation of a particular person in a way that is calculated to deceive (obvious parodies are not included in this definition provided that they do not fall within any of the other provisions of this sub-Clause 10.2);
10.2.10  Implies any form of affiliation with Us where none exists;
10.2.11  Infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, trademarks, patents and database rights) of any other party; or
10.2.12  Is made in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.

11. Links to Other Content

We may provide links to other content such as websites, web apps and downloadable apps.  Unless expressly stated, this content is not under Our control.  We neither assume or accept responsibility or liability for such third-party content.  The provision of a link by Us is for reference only and does not imply any endorsement of the linked content or of those in control of it.

12. User Content

12.1        You agree that you will be solely responsible for any and all User Content that you create or upload using DPP.  Specifically, you agree, represent and warrant that you have the right to create or upload the User Content and the right to use all materials of which it is comprised and that it will not contravene any aspect of Our Acceptable Usage Policy, detailed in Clause 14.
12.2        You agree that you will be liable to Us and will, to the fullest extent permissible by law, indemnify Us for any breach of the warranties given by you under sub-Clause 12.1.  You will be responsible for any loss or damage suffered by Us as a result of such breach.
12.3        You (or your licensors, as appropriate) retain ownership of your User Content and all intellectual property rights subsisting therein.  By creating or uploading User Content, you grant Us an unconditional, non-exclusive, fully transferable, royalty-free, perpetual, licence to store, and / or archive.
12.4        If you wish to remove User Content, you may do so at your own risk.
12.5        You agree you will share your information with any Company / Surgery / Practice at your own risk.

13. Intellectual Property Rights and User Content

13.1        All User Content and the intellectual property rights subsisting therein, unless specifically labelled otherwise, belongs to or has been licenced by the relevant User.  All User Content must be protected by applicable United Kingdom and international intellectual property laws and treaties.
13.2        Users may not copy, distribute, publicly perform, publicly display, reproduce or create derivative works based upon, another User’s User Content without first obtaining the express consent of the User to whom the User Content in question belongs.

14. Acceptable Usage Policy

14.1        You may only use DPP in a manner that is lawful and that complies with the provisions of this Clause 14.  Specifically:
14.1.1    You must ensure that you comply fully with any and all applicable local, national and international laws and/or regulations;
14.1.2    You must not use DPP in any way, or for any purpose, that is unlawful or fraudulent;
14.1.3    You must not use DPP to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software or any data of any kind; and
14.1.4    You must not use DPP in any way, or for any purpose, that is intended to harm any person or persons in any way.
14.2        The following types of User Content are not permitted on DPP and you must not create, submit, communicate or otherwise do anything that:
14.2.1    is sexually explicit;
14.2.2    is obscene, deliberately offensive, hateful, or otherwise inflammatory;
14.2.3    promotes violence;
14.2.4    promotes or assists in any form of unlawful activity;
14.2.5    discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;
14.2.6    is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
14.2.7    is calculated or otherwise likely to deceive;
14.2.8    is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy;
14.2.9    misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive (obvious parodies are not included within this definition provided that they do not fall within any of the other provisions of this sub-Clause 14.2);
14.2.10  implies any form of affiliation with Us where none exists;
14.2.11  infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, patents, trademarks and database rights) of any other party; or
14.2.12  is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
14.3        We reserve the right to suspend or terminate your Account and/or your access to DPP if you materially breach the provisions of this Clause 14 or any of the other provisions of these terms and conditions.  Specifically, We may take one or more of the following actions:
14.3.1    Suspend, whether temporarily or permanently, your Account and/or your right to access DPP (for more details regarding such cancellation, please refer to Clause 8);
14.3.2    Remove any of your User Content which violates this Acceptable Usage Policy;
14.3.3    Issue you with a written warning;
14.3.4    Take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;
14.3.5    Take further legal action against you as appropriate;
14.3.6    Disclose such information to law enforcement authorities as required or as we deem reasonably necessary; and/or
14.3.7    Any other actions which We deem reasonably appropriate (and lawful).
14.4        We hereby exclude any and all liability arising out of any actions (including, but not limited to, those set out above) that We may take in response to breaches of these Terms and Conditions.

15. Advertising

15.1        We may feature advertising within DPP and We reserve the right to display advertising on the same page as any User Content.
15.2        You agree that you will not attempt to remove or hide any advertising using HTML/CSS or by any other method.
15.3        We are not responsible for the content of any advertising in DPP.  Each advertiser is responsible for the content of their own advertising material.  We will not be responsible for any advertising in DPP including, but not limited to, any errors, inaccuracies, or omissions.

16. Problems with DPP and Customers’ Legal Rights

16.1        If you have any questions or complaints regarding DPP, please email Us at support@dentalprofessionalportal.com or by using any of the methods provided on Our Contact Us page at https://dentalprofessionalportal.com/contact-us.

17. Disclaimers

17.1        No part of DPP or any accompanying documentation (whether provided in electronic form or otherwise) constitutes advice on which you should rely and is provided for general information purposes only.
17.2        We make reasonable efforts to ensure that the content contained within DPP is complete, accurate and up-to-date.  We do not, however, make representations, warranties or guarantees (whether express or implied) that DPP (and the content therein) is complete, accurate or up-to-date.
17.3        We are not responsible for the content or accuracy, or for any opinions, views, or values expressed in any User Content created or uploaded using DPP.
17.4        For any amount, DPP has a standard rounding method implementation after two decimals. For example 35.534 = 35.34 and 35.536 = 35.54.

18. Our Liability

18.1        If you are a business, to the fullest extent permissible by law, We accept no liability for any foreseeable loss in contract, tort (including negligence), for breach of statutory duty, or otherwise arising out of or in connection with the use of (or inability to use) DPP or the use of or reliance upon any Content (whether that Content is provided by Us or whether it is User Content) included in DPP.
18.2        To the fullest extent permissible by law, We accept no liability to businesses / customers for loss or damage that is not foreseeable.
18.3        To the fullest extent permissible by law, We exclude all representations, warranties, and guarantees (whether express or implied) that may apply to DPP or any Content (including User Content) included in DPP.
18.4        We accept no liability for loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.
18.5        We exercise all reasonable skill and care to ensure that DPP is free from viruses and other malware.  Subject to Clause 19, We accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material that may adversely affect your hardware, software, data or other material that occurs as a result of your use of DPP (including the downloading of any Content (including User Content) from it) or any other website or service that We may provide a link to.
18.6        We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of DPP resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.
18.7        We continue working to fix bugs and errors in DPP. If you will report any bug or error will fix it at the appropriate time. We will be not responsible for any ongoing losses because of it.

19. Viruses, Malware and Security

19.1        We exercise all reasonable skill and care to ensure that DPP is secure and free from viruses and other malware   We do not, however, guarantee that DPP is secure or free from viruses or other malware and accept no liability in respect of the same, as detailed in sub-Clause 18.6.

19.2        You are responsible for protecting your hardware, software, data and other material from viruses, malware and other internet security risks.
19.3        You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via DPP.
19.4        You must not attempt to gain unauthorised access to any part of DPP, the server on which DPP is stored, or any other server, computer, or database connected to DPP.
19.5        You must not attach DPP by means of a denial of service attack, a distributed denial of service attack, or by any other means.
19.6        By breaching the provisions of sub-Clauses 19.3 to 19.5 you may be committing a criminal offence under the Computer Misuse Act 1990.  Any and all such breaches will be reported to the relevant law enforcement authorities and We will cooperate fully with those authorities by disclosing your identity to them.  Your right to use DPP will cease immediately in the event of such a breach and, where applicable, your Account will be suspended and/or deleted.

20. Privacy and Cookies

The Use of DPP is also governed by Our Privacy and Cookie Policy, available from https://dentalprofessionalportal.com/privacy-policy and https://dentalprofessionalportal.com/cookie-policy.  This policy is incorporated into these Terms and Conditions by this reference.

21. Data Protection

We will only use your personal information as set out in Our Privacy Notice/Policy available from https://dentalprofessionalportal.com/privacy-policy.

22. Communications from Us

22.1        If you have an Account, We may from time to time send you important notices by email.  Such notices may relate to matters including, but not limited to, service changes, changes to these Terms and Conditions, changes to DPP, and changes to your Account.
22.2        We will never send you marketing emails of any kind without your express consent.
22.3        For questions or complaints about email communications from Us, please contact Us at support@dentalprofessionalportal.com or via https://dentalprofessionalportal.com/contact-us.

23. Other Important Terms

23.1        We may transfer (assign) Our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business).  If this occurs, you will be informed by Us in writing.  Your rights under these Terms and Conditions will not be affected and Our obligations under these Terms and Conditions will be transferred to the third party who will remain bound by them.
23.2        You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without Our express written permission.
23.3        The Contract is between you and Us.  It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
23.4        If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions.  The remainder of these Terms and Conditions shall be valid and enforceable.
23.5        No failure or delay by Us in exercising any of Our rights under these Terms and Conditions means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms and Conditions means that We will waive any subsequent breach of the same or any other provision.

24. Changes to these Terms and Conditions

24.1        We may alter these Terms and Conditions at any time.  Any such changes will become binding on you upon your first use of DPP after the changes have been implemented.  You are therefore advised to check this page from time to time.
24.2        In the event of any conflict between the current version of these Terms and Conditions and any previous version(s), the provisions current and in effect shall prevail unless it is expressly stated otherwise.

25. Contacting Us

To contact Us, please email Us at support@dentalprofessionalportal.com or via https://dentalprofessionalportal.com/contact-us.

26. Law and Jurisdiction

26.1        These Terms and Conditions, the Contract, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England & Wales.
26.2        If you are a business, any disputes concerning these Terms and Conditions, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.