DPP SaaS Agreement

THIS AGREEMENT is made

BETWEEN:

(1)          Silicon Technix Ltd a company registered in the U.K. under number 06478469 whose registered office is at 15 Berkeley Waye, Hounslow, London, TW5 9HJ (“the Service Provider”), otherwise referred to as ‘we’ or ‘us’,  and
(2)          the end user, otherwise referred to as ‘The Client User’

WHEREAS:

(1)          The Service Provider hosts and provides access to the SaaS based Application DPP (Dental Professional Portal) described herein in its capacity as an Application Service Provider. The Service Provider wishes to accept such engagement in accordance with, the terms and conditions of this Agreement.
(2)          The Customer wishes to access the Applications described herein as hosted by the Service Provider under a non-exclusive Licence, from a remote location, in return for the payment of a monthly fee and subject to the terms and conditions of this Agreement.

BACKGROUND:

This Agreement, 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 this Agreement carefully and ensure that you understand them. You will be required to read and accept this Agreement when signing up for an Account and purchasing a Subscription.  If you do not agree to comply with and be bound by the Agreement, you must stop using DPP immediately.

1. Definitions and Interpretation

1.1          In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
“DPP” Dental Professional Portal;
“Acceptable Delay Time” means the time by which the Response Time may be exceeded by the Service Provider for reasonable reasons including, but not limited to, unavoidable delays in travel time;
“Account” meaning an account required to access and use DPP;
“Agreement” means DPP SaaS Agreement;
“Agreement Review” means a review of this Agreement which will be conducted;
“Applications”  means the selected software applications provided by the ASP which shall be available to the Customer;
“Business Day” means any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in the U.K;
“Business Hours” means the business hours of the Service Provider which shall be 9am-5pm, Monday- Friday;
“Charge” means a credit or debit instruction to capture funds in connection with a Transaction
“Client’s Representative” means the local Practice Manager at the practice in which the who shall be responsible for liaising with the Service Provider’s Representative, or such other person who the Client may from time to time nominate;
“Client’s Management Representative”              means Company Administrator who shall be responsible for liaising with the Service Provider’s Management Representative, or such other person or team who the Client may from time to time nominate;
“Client’s Performance Representative”               means the local Company Admin who shall be responsible for the monitoring of the provision of the Support Services, or such other person who the Client may from time to time nominate;
“Commencement Date” means the date on which this Agreement comes into force. This is the date that the end user has reviewed and agreed to the terms and conditions of usage of the services of Silicon Technix Ltd and commenced use of the services detailed herein;
“Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement or otherwise (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked or may be interpreted as such);
“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;
“Data” used without a modifier means all Payment Data, Personal Data, and Silicon Technix Ltd Data;
“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;
“Data Protection Legislation” means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (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); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended;
“Pricing” means the fees payable by the Client to the Service Provider
“IP Rights” means all copyrights, patents, trademarks, trade secrets, moral rights and other intellectual property and proprietary rights;
“Law” means all laws, rules, regulations, and other binding requirements of any governmental authority with jurisdiction;
“Partners” means legal entities with whom Silicon Technix Ltd has contracted to assist in the provision of the services contained within this Agreement;
“Payment Account Details” means the Payment Method account details for a Customer, and includes, with respect to credit and debit cards, the cardholder’s account number, card expiration date, and CVV2;
“Payment Card” means a credit or debit card issued by a card network, and includes cards issued by the Visa, MasterCard networks;
“Payment Card Request (PCR)”                means each instance in which User submits a request to Visa, Mastercard, American Express, or other payment card network via the Silicon Technix Ltd Services, including an authorisation, void, balance inquiry, charge, chargeback, re-presentment, or reversal;
“Payment Data” means Payment Account Details; information communicated to or by Payment Method Acquirers or Payment Method Providers; financial information specifically regulated by Laws and Payment Method Rules; and any other information used with the Payment Services to complete a Transaction;
“Payment Services” means the services Silicon Technix Ltd offers that enable User to accept payments, manage subscriptions, and perform transaction reporting and other financial transactions;
“Performance Report”  means a report detailing the performance of the Support Services in relation to the Service Levels;
“Response Time” means the time within which the Service Provider must respond to a Support Request;
“SaaS”  Software as a Service;
“We/Our” means DPP or Silicon Technix Ltd;
“you/your” means customer or client
1.2          Unless the context otherwise requires, each reference in this Agreement to:
1.2.1      “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
1.2.2      a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3      “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;
1.2.4      a Schedule is a schedule to this Agreement; and
1.2.5      a Clause or paragraph is a reference to a Clause of this Agreement
1.2.6      a “Party” or the “Parties” refer to the parties to this Agreement.
1.3          The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.
1.4          Words imparting the singular number shall include the plural and vice versa. 

2. Information About Us

2.1          DPP is owned and operated by Silicon Technix Ltd, 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 occasionally make changes to DPP to improve the service provided:
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.
3.4          Additional Services. From time to time, we may offer additional features or services that may be subject to additional or different terms of service and fees. ‘The Client User’ will not use these additional features and services unless it agrees to the applicable terms. DPP may also provide access to features or services that are identified as “beta” or pre-release. User warrants that it understands that beta/pre-release services are still in development, may have bugs or errors, may be feature incomplete, may materially change prior to a full commercial launch, or may never be released commercially. Despite any other provision of this Agreement, any use of or reliance on beta or pre-release features or services is done at User’s own risk, and these features or services are provided as is, without warranty of any kind. 

4. Accounts

4.1          An Account is required to use DPP.
4.2          You MUST not create an Account if you are under 16 years of age.
4.3          When creating an Account, the information you provide must be accurate and complete.  If any of your information changes at a later date, it is your responsibility to ensure that your Account is kept up-to-date.
4.4          We require that you choose a strong password for your Account, consisting of a minimum of 8 characters; a combination of uppercase letters, lowercase letters, numbers and symbols.  It is your responsibility to keep your password safe.  You must not share your Account with anyone else.  If you believe your Account is being used without your permission, please contact us immediately.  We will not be liable for any unauthorised use of your Account. We may enable OTP authorisation for each of your devices which you use with the trust option.
4.5          You must not use anyone else’s Account without the express permission of the User to whom the Account belongs.
4.6          Any personal information provided in your Account will be collected, used, and held in accordance with your rights and Our obligations under the Data Protection Act, as set out in Clause 21.
4.7          If you wish to close your Account, you may do so at any time by giving 30 days’ notice.  If you have begun to open an account but have no account activity, in this case, we will, upon request, delete your account. If you have an active Subscription, your Account will remain active for the duration of the remainder of the Subscription period you are currently in.  Closing your Account will cancel the auto-renewal of your Subscription, where applicable.  Closing your Account will also inactivate the Admin account content that you have created or uploaded on DPP.  To avoid losing anything that you have created or uploaded using DPP, please ensure that you download, save and/or export your User Content to your computer or another system or device before closing your Account, we will not be held responsible for any data loss where you have not saved your data another system or device before closing your account.
4.8          As an Account holder, you will be Data Owner / Data Controller. You will be responsible for Data Security.
4.9          As a User (Dentist, Hygienist, Nurse, Trainee Nurse, Practice Manager or Receptionist); If you are giving access of your data to a Company or other User, they will be responsible for your data protection under their data protection compliance which you can find in Compliance under the main menu. 

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 a suitable subscription for your needs.  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.
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 Confirmation 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 Business 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 of that Subscription period. 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). There will be the availability of a 14 day ‘Cooling Off’ period at the initial purchase only.  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      PayPal 

8. Cancellation

8.1          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 begins once a contract is formed and ends at the end of 14 calendar days after that date. It is available at the initial subscription period and there will be no further cooling off periods.
8.2          Please note that 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; or
8.3.2      We have informed you of an upcoming change to DPP or to this Agreement 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      We have informed you that We have suspended, or are planning to suspend, availability of DPP for a period greater than 14 days; or
8.3.5      We have breached this SaaS Agreement or have in any way failed to comply with Our legal obligations to you.
8.3.6      There is data breach which has been caused by actions/omissions for which DPP is responsible. In the event that the data breach has been caused by the actions/omissions of the user, there will be no refund due. We will carry out an audit in such circumstances to ascertain the cause of the breach and make a decision as to the cause. The management decision will be final.
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      For cancellation email us at support@dentalprofessionalportal.com by providing your name, address, email address, telephone number and details of your Subscription.
8.5.2      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 Business 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 this Agreement, 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 Business 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 this Agreement.
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 licenced by Us.  All Content is protected by copyright licence. All rights are reserved. The DPP site may not be copied or duplicated in whole or part by any means. Some data, documents, and/or photographs contained on the site may be the copyrighted property of others; acknowledgment of those copyrights is hereby given. All such material is used with the permission of the owner.
9.4          By accepting this Agreement, 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 this Agreement;
9.4.4      Not to embed or otherwise distribute DPP on any website, FTP server or similar.
9.5       The DPP platform and its related software are the intellectual property of and are owned by Silicon Technix Ltd. The structure, organisation and code of DPP and its related software contain valuable trade secrets and confidential information of Silicon Technix Ltd. Except as expressly stated herein, this agreement does not grant you any intellectual property rights whatsoever in DPP and its related software and all rights are reserved by Silicon Technix Ltd. Any form, database, or software that is altered, conceived, made, or developed whole or in part by DPP during or as a result of our relationship with you shall become and remain sole and exclusive property of Silicon Technix Ltd. You agree to make no claim in the rights or ownership of any such form, database or software. To the extent that any custom form and/or database is created by Silicon Technix Ltd for you, based upon any prior form and/or data imported to DPP, template or exemplar provided by you, you warrant and represent to Silicon Technix Ltd that you created said form(s) and/or data or have the legal right to use said form(s) and or any data. You agree to indemnify Silicon Technix Ltd for any third-party claims for infringement, misappropriation or other violation of any third-party’s intellectual property rights where such claims are made against Silicon Technix Ltd, for forms, templates, codes, exemplars and/or data created based upon material provided by you to Silicon Technix Ltd.
9.5.1     The licenced software, platform, database, code, ideas, methods of operation and other information all contain material that is protected by UK copyright law (Copyright, Designs and Patents Act 1988), both civil and criminal law, and by international treaty provisions. All rights not expressly granted by Silicon Technix Ltd under this agreement are expressly reserved by Silicon Technix Ltd. The client or end user shall not modify, remove or destroy any proprietary markings or confidential legends placed upon or contained within the Licenced data and/or software, the Documentation, or any related materials. All copyrights, patents, trade secrets, trademarks, service marks, trade names, moral rights and other intellectual property and proprietary rights in the Licenced Data shall remain the sole and exclusive property of Silicon Technix Ltd.
9.5.2    Violators of copyright law are subject to injunctions, civil liability, forfeiture of profits, punitive damages and other legal sanctions. Silicon Technix Ltd will take appropriate legal action against you to protect the legal rights of Silicon Technix Ltd if you breach the provisions of this section. Violation of the intellectual property of Silicon Technix Ltd may cause Silicon Technix Ltd irreparable injury, which may not be remedied at law, and you agree that the legal remedies for Silicon Technix Ltd for breach of this Agreement may be in equity by way of injunctive or other equitable relief.
9.5.3    The DPP name, the DPP logo and the product names associated with the Services provided are copyright protected by Silicon Technix Ltd, (07/01/2022) and no right or licence is granted to use them. 

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 as in Clause 14.2. 

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, nor 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    incites or encourages violence;
14.2.4    incites 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 this Agreement.  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 this Agreement. 

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, 35.334 = 35.33 and 35.335 = 35.34. 

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. Security Viruses and Malware

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 SaaS Agreement 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.

Data Processing: this will define the terms ‘Data Processor’ and ‘Data Controller’, as below:

21.1    Data Processing
21.1.1    In this Clause, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in the Data Protection Legislation.
21.1.2    The Parties hereby agree that they shall both comply with all applicable data protection requirements set out in the Data Protection Legislation. This Clause shall not relieve either Party of any obligations set out in the Data Protection Legislation and does not remove or replace any of those obligations.
21.1.3    For the purposes of the Data Protection Legislation and for this Clause, the Client is the “Data Controller” and the Service Provider is the “Data Processor”.
21.1.4    The Data Controller shall ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the Data Processor for the purposes described in this Agreement.
21.1.5    The Data Processor shall, with respect to any personal data processed by it in relation to its performance of any of its obligations under this Agreement:
21.1.5.1      Process the personal data only on the written instructions of the Data Controller unless the Data Processor is otherwise required to process such personal data by law. The Data Processor shall promptly notify the Data Controller of such processing unless prohibited from doing so by law;
21.1.5.2      Ensure that it has in place suitable technical and organisational measures (as approved by the Data Controller) to protect the personal data from unauthorised or unlawful processing, accidental loss, damage or destruction. Such measures shall be proportionate to the potential harm resulting from such events, taking into account the current state of the art in technology and the cost of implementing those measures.
21.1.5.3      Ensure that any and all staff with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential;
21.1.5.4      Not transfer any personal data outside of the UK without the prior written consent of the Data Controller and only if the following conditions are satisfied:
21.1.5.4.1     The Data Controller and/or the Data Processor has/have provided suitable safeguards for the transfer of personal data;
21.1.5.4.2     Affected data subjects have enforceable rights and effective legal remedies;
21.1.5.4.3     The Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data so transferred; and
21.1.5.4.4     The Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data;
21.1.5.5      Assist the Data Controller at the Data Controller’s cost, in responding to any and all requests from data subjects and in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators (including, but not limited to, the Information Commissioner’s Office);
21.1.5.6       Notify the Data Controller without undue delay of a personal data breach;
21.1.5.7       On the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination of this Agreement unless it is required to retain any of the personal data by law; and
21.1.5.8      Maintain complete and accurate records of all processing activities and technical and organisational measures implemented necessary to demonstrate compliance with this Clause and to allow for audits by the Data Controller and/or any party designated by the Data Controller.
21.1.6    The Data Processor shall not sub-contract any of its obligations to a sub-contractor with respect to the processing of personal data under this Clause without the prior written consent of the Data Controller (such consent not to be unreasonably withheld). In the event that the Data Processor appoints a sub-contractor, the Data Processor shall:
21.1.6.1      Enter into a written agreement with the sub-contractor, which shall impose upon the sub-contractor the same obligations as are imposed upon the Data Processor by this Clause and which shall permit both the Data Processor and the Data Controller to enforce those obligations; and
21.1.6.2     Ensure that the sub-contractor complies fully with its obligations under that agreement and the Data Protection Legislation.
21.2   Data Security
21.2.1    User Obligations. ‘The Client User’ is responsible for the security of all Data in its possession or control. When using Data in conjunction with the Silicon Technix Ltd Services, ‘The Client User’ will only use the Data as permitted by this Agreement. If Silicon Technix Ltd reasonably believes that an unauthorized access of Data in ‘The Client User’ possession or control has occurred, ‘The Client User’ will cooperate with Silicon Technix Ltd to provide information Silicon Technix Ltd reasonably believes is necessary to help mitigate the impact of the access, and Silicon Technix Ltd may take all reasonable steps to address the unauthorized access.
21.2.2    ‘The Client User’ Obligations. ‘The Client User’ will maintain commercially reasonable administrative, technical, and physical controls to protect Data stored in its servers from unauthorized access, accidental loss, or unauthorized modification. 

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 this Agreement, changes to DPP, and changes to your Account.
22.2    We will never send you marketing emails of any kind without your express consent. We send marketing emails with unsubscribe option.
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 this Agreement (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 this Agreement will not be affected and Our obligations under this Agreement 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 this Agreement (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 this Agreement.
23.4    If any of the provisions of this Agreement 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 this Agreement.  The remainder of this Agreement shall be valid and enforceable.
23.5    No failure or delay by Us in exercising any of Our rights under this Agreement means that We have waived that right, and no waiver by Us of a breach of any provision of this Agreement means that We will waive any subsequent breach of the same or any other provision. 

24. Changes to this Agreement

24.1   We may alter this Agreement 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 this Agreement and any previous version(s), the provisions current and in effect shall prevail unless it is expressly stated otherwise. 

25. Confidentiality

25.1     Each Party undertakes that, except as provided by sub-Clause 9.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of this Agreement and for 2 years after its termination:
25.1.1    keep confidential all Confidential Information;
25.1.2    not disclose any Confidential Information to any other person;
25.1.3    not use any Confidential Information for any purpose other than as contemplated by and subject to the terms and conditions of this Agreement;
25.1.4    not make any copies of, record in any way or part with possession of any Confidential Information; and
25.1.5    ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-clauses 9.1.1 to 9.1.4 above.
25.2      Either Party may:
25.2.1    disclose any Confidential Information to: the team
25.2.1.1    any sub-contractor or supplier of that Party;
25.2.1.2    any governmental or other authority or regulatory body; or
25.2.1.3    any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;

to such extent only as is necessary for the purposes contemplated by this Agreement, or as required by law, and in each case subject to that Party first informing the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause 9.2.1.2 above or any employee or officer of any such body) obtaining and submitting to the other Party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause 9, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

25.2.2    use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that Party, provided that in doing so that Party does not disclose any part of that Confidential Information which is not public knowledge.
25.3        The provisions of this Clause 9 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason. 

26. Indemnity

Indemnification by ‘The Client User’. ‘The Client User’ will indemnify, defend and hold harmless Silicon Technix Limited, its Affiliates, and the directors, employees and agents of each for Losses paid or incurred by the Silicon Technix Limited Parties to the extent arising out of:

26.1        any Claim relating to any material breach of any of ‘The Client User’ representations, warranties or         obligations under this Agreement;
26.2       ‘The Client User’ negligence, wilful misconduct, or fraud. ‘The Client User’ indemnification obligations in this section                 do not apply to the extent a Loss arises out of: (A) Silicon Technix Limited’s breach of this Agreement

11. Disclaimer and Limitation on Liability

Disclaimer. Except as expressly stated in this Agreement, and to the maximum extent permitted by Law, Silicon Technix Limited does not make any, and expressly disclaims all, warranties (express or implied) with respect to its performance under this Agreement, the Silicon Technix Limited Services, including the implied warranties of fitness for a particular purpose, merchantability, and non-infringement, and implied warranties arising from any course of dealing, course of performance or usage in trade.

Limitation on Liability. Except for:

26.2.1    any breach of Data Security Section (other than the unauthorized use or disclosure of Data that results in a                 breach of Section 5);
26.2.2    the parties’ indemnification obligations under Indemnity Section;
26.2.3    a party’s fraud or criminal activity; or
26.2.4    a party’s intentional misconduct, to the maximum extent permitted by Law neither party will be liable to the other in relation to this Agreement or the Silicon Technix Limited Services, whether in contract, negligence, strict liability, other torts or other legal or equitable remedy, for:
26.2.4.1                any lost profits, loss of data, business interruption, or indirect, incidental, exemplary, special,     reliance, punitive or consequential damages, even if advised of the possibility of these    damages; or
26.2.4.2                for any direct losses or damages in excess of the aggregate amount of fees paid by ‘The Client User’ to Silicon Technix Limited during the one year period immediately preceding the event giving rise to the claim for liability. These limitations will apply notwithstanding the failure of the essential purpose of any limited remedy.

27           Severance

The Parties agree that, in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of this Agreement.  The remainder of this Agreement shall be valid and enforceable.

28           Relationship of the Parties

28.1        Nothing in this Agreement shall constitute, or be deemed to constitute, a partnership between the Parties nor, except as expressly provided, shall it constitute, or be deemed to constitute an agency of any other Party for any purpose.
28.2        Subject to any express provisions to the contrary in this Agreement, the Service Provider shall have no right or authority to, and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of the Client or bind the Client in any way.

29           Contacting Us

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

30           Law and Jurisdiction

30.1        This Agreement, 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.
30.2        If you are a business, any disputes concerning this Agreement, 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.

31           Force Majeure

Neither Party to this Agreement, namely either Silicon Technix Ltd or the client user, shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the reasonable control of the Party in question.

Neither party will be liable for any loss or damage to the other, or delays in processing or other nonperformance to the extent caused by events over which the respective party has no reasonable control. However, nothing in this section will affect or excuse Company’s liabilities and obligations with respect to Refunds, Reversals and Disputes, and for the fees due to Silicon Technix Ltd.