Terms and Conditions

Part VII General Terms and Conditions

Context

1. The provision of this PartVIII is applicable to the application of Parts I, II, III, IV, VI and VII of these Terms having regard to the context of each of the provisions within this Part VIII.
2. Use of the Website, SDL Software, SaaS Product and Services, Patient Communication Services, Support Services and Ancillary Products are also governed by our Privacy Policy which is incorporated into these Terms by this reference.

Prohibited Uses

You acknowledge and agree that any breach of this clause will constitute a material breach. For the duration of these Terms you or any authorised User may not:

1. Exceed the maximum number of users specified in the Sales Agreement, or as otherwise agreed to in writing.
2. Use the SDL Software, SaaS Product Software in a way that could damage, disable, overburden, impair, or compromise our systems or security or interfere with other users.
3. Collect or harvest any information or data from any SDL Software, SaaS Product, or any related systems or attempt to decipher any transmissions to or from the servers running any service of ours.
4. Without our prior written consent, at any time from the Effective Date to the expiry of twelve (12) months after the termination of the Sales Agreement, solicit or entice away from us or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of ours and who has had contact with you during the Sales Agreement;
5. Modify, merge, translate, decode or otherwise alter the SDL Software, SaaS Product Software;
6. Transfer the SDL Software, SaaS Product , or sub-licences, leases or other rights to the SDL Software, SaaS Product to others or permit or allow others to use the SDL Software or SaaS Product ;
7. Use, copy or transfer the SDL Software, SaaS Product, in whole or in part, except where such copying is necessary for the purpose of backup or operational security, or as expressly provided for by these Terms;
8. Alter, adapt, translate, download, convert, reverse engineer, disassemble or decompile the SDL Software, SaaS Product , nor permit any third party to. This restriction shall not apply to Content submitted or created by a particular authorised User where that User is downloading their Content, nor to any other Content that User may have permission to access;
9. Remove any proprietary notice or labels on or in the SDL Software, SaaS Product ;
10. Have additional workstations installed above the number purchased without prior written authorisation from us;
11. Permit any software, other than software supplied by us, to read or write directly to/from our database;
12. Permit any third-party software to be utilised in conjunction with our software, unless the use of such third party software has been previously approved by us in writing;
13. Permit any third party to provide, or otherwise make available the SDL Software, SaaS Product in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person other than authorised Users unless it has been approved by us in writing.
14. Use the SDL Software, SaaS Product, in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudlently or maliciously;;
15. Store, distribute or transmit any viruses or any material, information or data into any software or operating system which is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities, or causes damage or injury to any person or property;
16. Access all or any part of the Services in order to build a product or service which competes with the Services;
17. Use the Services to provide services to third-parties; or
18. Attempt to undertake any security testing of the Services without our prior written consent.

Provision Of Ancillary Products

1. The fees that you will pay us for the provision of any Ancillary Product will be delineated in the Sales agreement.
2. We reserve the right to adjust the pricing contained within the Sales Agreement with thirty (30) days’ notice in writing to you. If the price has been increased, you may terminate the affected service before the change in price comes into effect.

AI USAGE

Certain Products provided by us may involve the use of AI. Any such AI usage will be identified by us in the applicable Sales Agreement, in the name of the Product or otherwise, or within the Product. By using any such AI components of any Product, you acknowledge that the information provided by such AI technology may be inconsistent or incorrect and you acknowledge and agree that you remain solely responsible for carefully reviewing all output from any AI technology for accuracy and making any revisions to such output as you may deem necessary. Use of any AI features is further subject to our AI Privacy Policy attached as Annex 2 online.

TERM AND TERMINATION

Solution Dynamics Software Licence

1. The Solution Dynamics Software Licence is effective until terminated. You may terminate the Solution Dynamics Software Licence by giving us not less than 30 days’ notice in writing of your intention to terminate the license. We may also terminate the SDL Software License and/or the SDL Licence immediately if:
   1. You fail to comply with any of these Terms that are not capable of remedy; or
   2. You suffer an Insolvency Event; or
   3. You fail to materially comply with these Terms, or are in material violation and/or breach of the Sales Agreement or these Terms; or
   4. You create a Security Emergency; or
   5. We are required to by law; or
   6. In our opinion, or the opinion of our affiliates or advisers, it has no longer become commercially viable to continue providing the SDL Licence, Solution Dynamics Software Licence to you.
2. You agree upon termination of the Solution Dynamics Software Licence and/or the SDL Licence by either party to: (a) immediately cease using the SDL Software and/ or the SDL Software, (b) permanently remove the SDL Software and/or the SDL Software from your Workstations.
3. (c) return all related manuals and documentation to us, and (d) destroy the SDL Software and/or the SDL Software together with all copies in any form.
4. On termination of the Solution Dynamics Software Licence you will remain liable for any accrued charges and amounts that become due for payment before or after termination.
5. As applicable and to the extent permitted by law, where fees have been prepaid or for a fixed term, the fees are non-refundable unless we otherwise agree in writing (subject to your Non-excludable Rights). We do not provide refunds or credits for any partial months of use of the SDL Software.
6. If the Solution Dynamics Software Licence is terminated, our obligation to provide the Support Services shall immediately terminate.
7. Termination of the Sales Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Sales Agreement which existed at or before the date of termination.

Termination of SaaS Product

The term of this Agreement with respect to SaaS Services will commence upon User’s acceptance of these Terms and shall continue for the duration of the use of such Services until terminated either by you through the Administrator or by us pursuant to this Agreement or the Sales Agreement.

We, in our sole discretion, have the right to suspend or terminate the Services at any time and without notice for actions by you which are in material violation and/or breach of this Sales Agreement create a Security Emergency indicate, expressly or impliedly, that you do not intend to or are unable to comply with these Terms we are required to do so by law in our opinion, it has become no longer commercially viable to continue providing the Services you suffer an Insolvency Event or (g) your behaviour is abusive or in breach of our Zero Tolerance policy. If we terminate your Account as a result of your breach of these Terms you will not be entitled to any refund.

15.10. If we terminate your Account or subscription for any other reason, you will be refunded any remaining balance of your Subscription Fee.

15.11. In the event that you terminate your Account subscription, you will cease to have access to the Services from the date of termination.

15.12. If you terminate your Account or subscription, you will continue to have access to the Services for the remainder of the prevailing Subscription Period, with termination becoming effective at the end of that Subscription Period.

15.13. In the event that your Account or subscription is terminated, your Account will be closed and your access to the Services will be suspended. Any Content that you have submitted or created will become inaccessible to you from the date on which the Services become inaccessible; however, copies may be retained by us as part of standard backup procedures and, upon written request by the Administrator we may, at our sole discretion, provide Content to the Administrator. Following ninety days (90) from cancellation or termination of a subscription, all Content associated with such subscription will be irrevocably deleted from the Services.

15.14. Upon termination of the Sales Agreement, you shall cease to be bound by all obligations set out in these Terms with the exception of those expressly stated to survive the termination of the Sales Agreement.

You will obligate each User to inform the Administrator and for the Administrator to inform us if your User has reason to believe that your Account details have been obtained by another without consent. also be automatically terminated as well.

16. YOUR RESPONSIBILITIES

Any training or other services ordered will be available for the period running ninety (90) days from the date you first receive access to the Services.

You shall be solely responsible for the protection of your system and associated data by:

Performing regular backups of your data, software, and store some off-site.

Validating the fidelity and recoverability of your backups;

Installing and maintaining up-to-date antivirus and malware protection of your data and software;

Using trained personnel to operate the SDL Software, SaaS Product in accordance with our training recommendations and these Terms, and you shall be solely responsible for any authorised User’s breach of these Terms or Sales Agreement;

Ensuring appropriate hardware and technical conditions are maintained for the SDL SaaS Product ;

Promptly notifying us of any error messages or problems with the SDL Software SaaS Product ;

Informing us immediately in writing to suspend your Account if you have reason to believe Account details have been obtained by another without consent.

You must:

• Use best endeavours to secure and prevent the unlawful use or copying of the SDL Software, SaaS Product;
• Obtain and maintain all necessary licenses, consents and permissions necessary for us, our contractors and agents to perform our obligation under the Sales Agreement, including without limitation the provision of the SDL Software, SaaS Product;
• Treat any user identification code, password or other piece of information that is considered part of our security procedures as Confidential and not disclose it to any third party;
• Ensure any personal details or information submitted to us is accurate and truthful; all such information will be kept accurate and up-to-date and the means by which you or any authorised Users identify themselves does not breach any part of these Terms or applicable laws;
• Comply with all relevant laws and regulations as required to enable us to provide the SDL Software, SaaS Product.
• Ensure that your premises are properly prepared prior to the implementation of the SDL Software, SaaS Product (as the case may be), to a level where the SDL Software, SaaS Product can be installed in a manner which ensures performance to specification;
• Ensure that designated equipment upon which the SDL Software, SaaS Product is to be installed meets or exceeds specifications advised by us;
• Ensure your employees, subcontractors, or agents who have access to the SDL Software, SaaS Product comply with these terms and conditions and to maintain safe custody of that software;
• Not access, store, distribute or transmit any viruses to us or any third party during the course of your use of the SDL Software, SaaS Product, and whilst you receive any Services provided by us under these Terms;
• not rent, lease, sub-licence, loan, translate, merge, adapt, vary or modify the SDL Software, SaaS Product;
• not to make alterations to, or modifications of, the whole or any part of the SDL Software, SaaS Product;
• except where such restriction is prohibited by law, not to disassemble, decompile, reverse engineer or create derivative works based on the whole or any part of the SDL Software, SaaS Product and/or the, nor attempt to do any such things except to the extent that such actions cannot be prohibited because they are essential for the purpose of achieving interoperability of the SDL Software, SaaS Product with another software program, and provided that the information obtained by you during such activities:
• is used only for the purpose of achieving interoperability of the SDL Software, SaaS Product) with another software program;
• is not disclosed or communicated without our prior written consent to any third party to whom it is not necessary to disclose or communicate it; and
• is not used to create any software which is substantially similar to the SDL Software, SaaS Product;
• to supervise and control use of the SDL Software, SaaS Product (as applicable), and the Support Services and ensure that those software applications and Services are used by your employees and representatives in accordance with these Terms;
• not to provide, or otherwise make available, the SDL Software, SaaS Product in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person other than your employees without our prior written consent;
• to use its best endeavours to prevent any unauthorised access to or use of the SDL Software, SaaS Product and notify us as soon as you become aware of any unauthorised use of the SDL Software, SaaS Product by any person;
• not to deal in any other manner with any or all of its rights and obligations under these Terms without our prior written consent;
• not to connect, or permit to be connected, any third-party software to any part of the SDL Software, SaaS Product without our express prior written consent. This clause shall survive the termination of these Terms;
• ensure that each User keeps any password(s) for their use of the SaaS Product secure and confidential;
• maintain a written, up to date list of current authorised Users and provide such list to the us within five (5) Working Days of our written request; and
• in the event that a User leaves employment or engagement with you, you shall disable such individual’s passwords within five (5) days.

You are solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

If our performance of our obligations under these Terms is prevented or delayed by any act or omission of yours or your agents, sub-contractors or employees, we shall have no obligation to provide or have any liability for failure to provide Services while such conditions remain and you shall in all circumstances be liable to pay to us on demand all reasonable direct costs, charges or losses sustained or incurred byus, subject to us confirming such costs, charges or losses to you in writing.

17. PAYMENT

All sums are to be paid in full without set-off or counterclaim and, except as required by law, free and clear of any deduction for tax or otherwise. All amounts exclude sales taxes, unless stated otherwise.

If you default in payment of any amounts due to us under these Terms, we may, without prejudice to any other rights or remedies we may have and without liability to you or any other person:

• suspend the provision of the Services;
• suspend the operation of the SDL Software, SaaS Product;
• terminate all or part of the Services and the applicable Sales Agreement;
• if you are located in Australia or New Zealand, we may charge interest on any unpaid amount from the due date until the date of actual payment at five percent (5%) per annum over the base overdraft facility charged by our bankers from time to time, until the payment is made in full.
• if you are located in the UK or Ireland, we may charge interest on the overdue amount at the rate of four percent (4%) per annum above HSBC Bank plc base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount;

All fees and other payments and other payments due to us under these Terms and the Sales Agreement shall be payable by you to us by the manner prescribed in the Sales Agreement. All payments under these Terms and the Sales Agreement shall be due and payable on the date(s) detailed on the Sales Agreement Form (unless the payment date falls on a bank holiday, in which case the payment date will fall on the following day, time being of the essence.

All payments payable to us shall become due immediately onterminationoftheseTerms,despiteanyotherprovision. This clause is without prejudice to any right to claim for interest under the law, or any such right under these Terms. We may, without prejudice to any other rights we may have, set off any liability of you to us against any liability of us to you.

If you transition from one of our software or Services to another, all amounts due to us must be paid before commencement of the new software or service, unless otherwise agreed to by the parties in writing.

Fees for Subscription Services fees may be increased annually, as from each anniversary of the Sales Agreement entered into. You shall be notified of any increase in writing not less than one month before such anniversary of any pricing changes.

Training Fees

Where applicable and subject to the payment of the appropriate fee (“Training Fee”), training services shall be provided by our representative applying the training option agreed (e.g. on premise, remote etc ). Training services will be scheduled at a time mutually suitable to both parties. In the event of a change or cancellation at your request (for whatever reason), the following cancellation charge will be payable by you:

For UK Users, the cancellation charge will be as follows:

More than three (3) weeks but less than (4) weeks prior to the agreed date, ten percent (10%) of the training fee unless the full time slot can be reutilised by us

More than two (2) weeks but less than three

(3) weeks prior to the agreed date, forty percent (40%) of the training fee unless the full time slot can be reutilised by us.

More than one (1) week but less than two

(2) weeks prior to the agreed date, seventy percent (70%) of the training fee unless the full time slot can be reutilised by us.

Within one (1) week prior to the agreed date, one hundred percent (100%) of the training fee unless the full time slot can be reutilised by us.

For Users in New Zealand or Australia, the cancellation charge will be as follows:

(i) Within forty-eight (48) hours of the scheduled service, twenty five percent (25%) of the service fee will apply.

18.CONFIDENTIALITY

In the course of fulfilling our obligations under these Terms, we may see your Confidential Information. We instruct all of our employees, contractors, officers and other related persons to use all reasonable endeavours to treat such Confidential Information as strictly confidential to your practice.

Neither of us may disclose to any third-party information regarding the other party’s internal relations which a party has become aware of because of these Terms except wherethe disclosureisrequiredbylaw. Theconfidentiality undertakings by us shall survive after the expiration or termination of these Terms.

You agree to treat all of our Confidential Information as confidential, whether expressly identified as Confidential Information or reasonably believed to be Confidential Information due to the nature of the information, or in the medium or manner by which it was provided, and not use or disclose such Confidential Information except as necessary to perform your obligations under these Terms or the Sales Agreement. You shall restrict disclosure of Our Confidential Information to such of your employees, agents or subcontractors as need to know it for the purpose of discharging your obligations to us, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind you.

Confidential Information shall not include information that

is or becomes publicly known other than through any act or omission of the receiving party,

was in the other party’s lawful possession before the disclosure,

is lawfully disclosed to the receiving party by a third-party without restriction on disclosure,

or is independently developed by the receiving party, which independent development can be shown by written evidence.

We reserve the right to provide your Confidential Information to third parties as required and permitted by the law (such as in response to a court order). If we are required by law to make any disclosure of the Confidential Information that is prohibited or otherwise constrained by this Agreement, then we will provide you with prompt written notice (to the extent permitted by law) prior to such disclosure so that you may seek injunctive relief or other appropriate relief. Subject to the foregoing sentence, we may furnish thatportion (and only that portion) of the Confidential Information that is legally compelled or otherwise legally required to disclose. Ftraing

You grant us a nonexclusive, royalty free licence during your use of the Products and Services, to use the Confidential Information for the sole purpose of performing our obligations under the Sales Agreement, in accordance with these Terms. Such licence shall include permission for us to generate and publish aggregate, anonymized (de-identified), reports on system usage and Content trends and type, provided they do not conflict with the provisions of this Confidentiality clause.

19.INTELLECTUAL PROPERTY

You acknowledge that all Intellectual Property rights in the SDL Software, SaaS Product is our sole property, and you will not dispute our ownership of such Intellectual Property rights in any way.

Subjecttotheexceptionsin25.4oftheseTerms, allcontent included in Products or on the Website, unless submitted or created by your authorised User, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of ours and our affiliates or other relevant third-parties.

You acknowledge that you have no right to have access to the SDL Software, SaaS Product in source code form or in unlocked coding.

Third Party Intellectual Property. Where expressly indicated, certain content, such as advertising material, and the Intellectual Property Rights subsisting therein belongs to other parties. This content, unless expressly stated to be so, is not covered by any permission of these Terms. Any such content will be accompanied by a notice providing the contact details of the owner and any separate use policy that may be relevant. You shall indemnify us against all damages, losses and expenses arising as a result of any action or claim that your materials or content infringe the Intellectual Property Rights of a third-party.

20. WARRANTIES

Subject to Non-excludable Rights, the Website, Products and Services are provided “as is” and on an “as available” basis.

For the SDL Software , we warrant that:

SDL Software is owned exclusively by us or, that we hold a licence for such components that confers on you a right to use the SDL Software , provided that you comply with your obligations under these Terms;

We will provide operational software that is ready to use for your dental business. In the event of a material defect being discovered in the software, we will undertake to remedy such defect as expeditiously as practical, provided that the software version has not been superseded for a period exceeding six months and provided that the software is operating on hardware that meets the specifications as set out in our document entitled “Client’s Hardware” for customers in Australia and New Zealand, and “Minimum System Requirements” for customers in the UK;

Once installed the SDL Software will, when properly used on an operating system for which it was designed, perform substantially in accordance with the functions described in any supporting documentation supplied by us to you.

Any warranty given by us in respect of the SDL Software and the Solution Dynamics Software is expressly conditional upon your observance of the operating, security and data control procedures required by the terms of the respective software application. We shall not be responsible for obsolescence of the software or any part thereof that may result from changes in your requirements. We assume no responsibility for the use or superseded, outdated, or uncorrected versions of the software or any part thereof.

To the maximum extent permitted at law, subject to Non-excludable Rights, and subject to clauses 34 and 26.1 to

26.3 (inclusive), we disclaim all other warranties, either express or implied, including, but not limited to, any implied warranties of satisfactory quality or fitness for a particular purpose, non-infringement or title, accuracy of information, compatibility or satisfactory quality with regard to the SDL Software , the Support Services, SaaS Product the Patient Communication Services, Without limiting the generality of the foregoing, we will have no responsibility for damage or destruction to any computer system, data, information property or equipment.

Subject to Non-excludable Rights, we shall not in any circumstances be liable to you or any authorised User:

for failure to provide the SDL Software, SaaS Product, the Support Services, the Patient Communication Services, (as the case may be) in accordance with any timetable detailed in the Sales Agreement, or otherwise;

for a failure or delay in providing the SDL Software, SaaS Product, the Support Services, the Patient Communication Services, caused by any act or omission of yours or your customer’s agents, subcontractors or employees; or

for a failure or delay in providing the SDL Software, SaaS Product , the Support Services, the Patient Communication Services, caused by any act or omission of a third party;

for any disruption or non-availability of the SDL Software ,and the SaaS Product, the Support Services, the Patient Communication Services, resulting from external causes including, but not limited to, Internet Service Provider equipment failure, host equipment failure,communicationsnetworkfailure,powerfailure, natural events, acts of war or legal restrictions and censorship.

ifanydefect orfault in the SDL Software, SaaS Product, the Support Services, the Patient Communication Services, (as the case may be) results from you or your authorised User having altered or modified the SDL Software ; or

ifanydefect orfault in the SDL Software, SaaS Product, the Support Services, the Patient Communication Services, (as the case may be) results from you or your authorised User having used the SDL Software in breach of these Terms.

We (to the maximum extent permitted by law, subject to Non-excludable Rights):

do not warrant that your or your authorised Users use of the SDL Software, SaaS Product , the Support Services, the PatientCommunication Services, will be uninterrupted or error-free; or that the SDL Software, SaaS Product , the Support Services, the Patient Communication Services, the and/or the information obtained by you or your authorised User through the SDL Software, SaaS Product , the Support Services, the Patient Communication Services, will meet your requirements;wereservetherighttoalterorsuspend the provision of the SDL Software, SaaS Product or without prior notice to you or authorised Users;

are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the SaaS Product, SDL Software, the Patient Communication Services, may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and

arenotresponsibleforthelegality, reliability,i ntegrity, accuracy and/or quality of any data (including, but not limited to, any reports) generated in connection with the SDL Software, SaaS Product, the Support Services, the Patient Communication Services. For the avoidance of doubt, we shall have no liability to you or any authorised User in the event that you suffer loss as a result of its reliance on such data.

You and any authorised User acknowledge and agree that we may use third-party vendors and hosting partners to provide the necessary hardware, software, storage and related technology required to run the Services.

We may provide the ability to integrate the Services with third-party products and the services that you may use at your option and risk. Access to and use of any third-party products and services are subject to the separate terms and conditions required by the providers of the third party products and services. You and any authorised User agree that we have no liability arising from your use of any integrations or arising from the third-party products and services. We may modify or cancel the integrations at any time without notice. For purpose of calculating downtime of the Websites or Services, calculation does not include the unavailability of any integration or any third-party products or services.

21. LIMITATION OF LIABILITY

Subject to clauses 27.2, 27.3, 27.4,27.5 and 27.7, our total and aggregate liability to you (including under each Sales Agreement) in respect of any and all causes of action arising under or in relation to these Terms, whether arising in contract, liability under any indemnities, tort (including negligence), breach of statutory duty, misrepresentation (whether innocent or negligent), restitution or otherwise shall be limited to the total fees paid by you to us in the six (6) month period relating to that particular service prior to the claim first arising.

Nothing in these Terms excludes or restricts our liability for:

(a) death or personal injury resulting from any negligence: (b) fraud or fraudulent misrepresentation on our part; or (c) any other liability which cannot be excluded or limited by law.

Except as expressly provided in these Terms, you assume sole responsibility for results obtained from the use of the SDL Software, SaaS Product, and the Support Services, the Patient Communication Services, by you and/or your authorised Users, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors and omissions in any information, instructions or scripts provided to us by you in connect with any Products or Services, or any actions taken by us at your direction.

Subject to clause 27.2, in no event shall we be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for any:

loss of profits,

loss of business,

depletion of goodwill or similar losses,

loss of anticipated savings,

loss of goods,

loss of contract,

loss of use,

loss or corruption of data or information, or

any special, indirect consequential losses, including pure economic loss, costs, damages, charges or expenses, in each case however arising under or in connection with these Terms and even if we were aware of the possibility that such losses or damage might be incurred.

 

We shall not (subject to Non-excludable Rights) be liable for

failure to provide any Products or Services in accordance with any timetable detailed in the Sales Agreement or otherwise;

for a failure or delay in providing the Products or Services caused by any act or omission of you or your authorised Users, agents, subcontractors or employees;

for a failure or delay in providing any Products or Services caused by any act or omission of a third-party;

if any defector fault in any software provided pursuant to the Services results from your having altered or modified the software;

if any defect or fault in the software is caused by your hardware; or

if any defect or fault in the software results from you having used the software in breach of the Terms.

Where diagnostic assistance is requested from us and it becomes evident that the fault is caused by third party hardware or software and not our software, we reserve the rights to charge for time and costs involved. Such charges will be made at the rate current on the day that assistance is provided.

You acknowledge the risk that information and the Content stored and transmitted electronically through the Services may be intercepted by third parties. You agree to accept that risk and will not hold us liable for any loss, damage or injury resulting from the interception of information. Only we, at our reasonable discretion, may access and transfer the Content and only to provide you with the Services. We will make reasonable efforts to provide notice to you prior to such access and transfer. Our actions will comply with our obligations as to Confidentiality, Security and Access as provided for in these Terms.

22. AUDITS

22.1 We shall be entitled to enter your premises on reasonable notice in order to inspect the SDL Software, SaaS Product Software in any reason able manner during regular business hours to verify your compliance with these terms and conditions.

23. ASSIGNMENT

You shall not have any right to assign any right, title or interest under these Terms without our prior approval in writing.

We may at any time assign, novate, charge, subcontract or deal in any other manner with any or all of our rights and obligations under these Terms. This will not affect your rights or obligations under these Terms.

24. AMENDMENT

24.1 If any provision or part-provision of the Sales Agreement or these Terms are or become invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Sales Agreement or these Terms.

25.SEVERANCE

33.1 Whilst every effort has been made to ensure that these Terms adhere strictly with applicable law, (including the relevant provisions of the Unfair Agreement Terms Act 1977, if applicable) in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these Terms and shall not affect the validity and enforceability of the remaining terms and conditions. This term shall apply only within jurisdictions where a particular term is illegal.

26.SURVIVAL

26.1 Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Sales Agreement, shall remain in full force and effect.

27.ENTIRE AGREEMENT

27.1 These Terms together with the Privacy Policy and any other policies available on the Website, and where applicable the Sales Agreement, embody and set forth the entire agreement and understanding between you, any authorised Users and us and supersede all prior oral or written agreements, understandings or arrangements relating to the subject matter of these Terms (“Pre-Contractual Statements”). Neither you nor any authorised User or us shall be entitled to rely on any Pre-Contractual Statements (whether made innocently or negligently) in relation to the subject matter of these Terms (or the Sales Agreement). Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on, and hereby waives all rights and remedies which might otherwise be available to it in relation to, any Pre-Contractual Statements. Nothing in this clause shall limit or exclude the liability of either party arising out of any pre-contractual fraudulent misrepre-sentation or fraudulent concealment.

28.EXCLUSION OF STATUTORILY IMPLIED GUARANTEES AND WARRANTIES

Australia

Our liability for breach of a Non-excludable Right (including a consumer guarantee under the Australian Consumer Law) is limited to (at our election) to the extent permitted by law:

in the case of a supply of goods:

replacing the goods or supplying equivalent goods; or

paying the costof replacing the goods or acquiring equivalent goods; and

in the case of a supply of services:

resupplying the services; or

paying the cost of having the services supplied again.

The benefit of any warranties against defects set out in these Terms are in addition to other rights and remedies under any applicable Non-excludable Rights.

Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled

to cancel your service contract with us; and

to a refund for the unused portion, or to compensation for its reduced value.

You are also entitled to choose a refund or replace-ment for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compen-sated for any other reasonably foreseeable loss or damage from a failure in the goods or service.

The rights described in clause 34.3 above may be limited in accordance with clause 34.1 if it is fair and reasonable to do so and the goods or services are not of a kind ordi-narily acquired for personal, domestic or household use.

To make a claim under any warranty provided in these Terms please contact us by email to:

HS1Accounts@henryscheinone.co.nz or

by calling 1300 889 668. You will bear your own expenses of making such a claim.

New Zealand, EU and UK

For avoidance of doubt, you confirm and agree that:

you are acquiring the goods and/or services under these Terms for a business purpose; and

as far as is permitted by law, all statutorily implied warranties in respect of the provision of goods and services (including but not limited to) those stat-utory guarantees imposed by the New Zealand Consumer Guarantees Act) are excluded from the arrangements contemplated within these Terms.

29.FORCE MAJEURE

29.1 Neither party will be liable under these Terms for a failure or default or delay in performing their respective obligations under these Terms or at law (excluding any obligation to pay money) if the failure arises from or is in connection with any of the following force ma-jeure events (whether happening in New Zealand, Australia, the United Kingdom or elsewhere), namely any acts of God, refusal of licence, government act, fire, explosion, accident, industrial dispute, impossibility of obtaining materials, pandemic, epidemic or anything beyond the relevant party’s reasonable control. You acknowledge and agree that we will not be liable for a failure arising from or in connection with any failure by a network or service provider, or a force majeure event applicable to its employees, suppliers, agents, subcon-tractors outside of our control. In such circumstances, we may in our discretion determine whether the time for performance shall be extended by a period equiv-alent to the period during which performance of the obligation has been delayed or failed to be performed and/or terminate the Sales Agreement by giving ten (10) days’ written notice to you.

30.DISPUTES

Disputeswillberesolvedinaccordancewiththeapplicable jurisdiction, as detailed on the Sales Agreement.

All Sales Agreements made with Software of Excellence UK Ltd will be governed by the law of England and Wales.

31.DISPUTES (EU, UNITED KINGDOM & IRELAND)

31.1 These Terms, the Sales Agreement, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by the laws of England and Wales. The Parties irrevocably agree that the courtsofEnglandandWalesshallhaveexclusivejurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of in connection with these Terms and/or the Sales Agreement or their subject matter or formation.

32.DISPUTES (NEW ZEALAND AND AUSTRALIA)

Either party may require any dispute between the parties arising out of or in connection with these terms and condi-tions which has not been resolved within 10 working days tobereferredtoarbitration.Thearbitratorwillbemutually appointed by the parties. In the event that the parties cannot agree on an arbitrator, the Arbitrator will be appointed by the by the President of the Auckland District Law Society for New Zealand users, and by the President of the Victorian Law Society for Australia users.

The arbitrator will conduct the arbitration in accordance with those guidelines agreed between the parties or, if the parties cannot agree on those guidelines within 14 days following appointment of the arbitrator, in accor-dance with the guidelines set by the arbitrator.

In the event of an arbitration carried out in accordance with clause 38.1:

The arbitration shall be conducted pursuant to the then current New Zealand Arbitration Act; and

The parties’ respective responsibilities for the costs of the arbitration shall be determined by the arbitrator.

The decision of the Arbitrator shall be final and binding on the parties. The provisions of clauses

32.2 to 40.4 will not limit or affect the right of either party to apply to a court at any time for any interim or preliminary relief in respect of the Dispute.

33.DATA PROTECTION AND SECURITY

Both parties will comply with all applicable require-ments of Data Protection Legislation.

We will not be liable for, and you must indemnify us against, any claim brought by a data subject arising from any action or omission of ours, to the extent that such action or omission resulted directly from your instruc-tions to us concerning the processing, use or disclosure.

You warrant to us that you have obtained all required consents and given all notifications required to allow us to collect, use and disclose personal information in accordance with these Terms.

Totheextentthattheparties’processingofpersonaldatais subject to European Data Protection Legislation, Annex 1 available online. to these terms and conditions shall apply. In the event of a conflict between the terms of Annex 1 and these terms and conditions, Annex 1 shall take precedence.

You acknowledge and understand that by freely entering into the SaaS Services, you actively consent to us placing a telemetry cookie on your terminal device. This cookie helps us determine your usage of our system and products when using the SaaS Services. We set out further information in our cookies policy.To the extent you wish to with draw

your consent to the placing of this cookie, you may contact us using the contact details set out in our privacy policy. Please note that where you withdraw your consent to the cookie, this may result in degradation to the SaaS Services.

34.LINKS TO WEBSITES

34.1 The Website may provide links to other websites. Un-less expressly stated otherwise, such websites are not under the control of us or our affiliates. We assume no responsibility for the content of the websites and disclaim liability for any and all forms of loss or damage arising out of the use of them or reliance on their content. The inclusion of a link to another website on this Website does not imply any endorsement of that website or of those in control of it.

35.COMMUNICATIONS BETWEEN US (UNITED KINGDOM)

You agree all notices intended for us shall be sent to us in writing by email to: AccountspayableUK&USA@solutiondynamics.com. Such notice will be deemed received 3 days after posting if sent by first-class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.

You agree that all notices intended for you shall be sent by us to the email address provided by you in the Account information or in the Sales Agreement. Such notice will be deemed received the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.

This clause does not apply to the service of any proceedings or other documents in any legal action or,where applicable, any arbitration or other method of dispute resolution.

36. COMMUNICATIONS BETWEEN US (NEW ZEALAND AND AUSTRALIA)

If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide in the Sales Agreement. You are responsible for notifying us of any changes to your address.

For New Zealand and Australia users, all notices intended for us shall be sent to us by email to: accountspayableUK&USA@solutiondynamics.com

37. NO WAIVER

37.1 If we fail to insist that you and/or any authorised User perform any of your obligations under these Terms, and/or if we do not enforce our rights against you or any authorised User, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you and/or any authorised User, we will only do so in writing, and that will not mean that we will automatically waive any later default by you and/or any authorised User.

38. CHANGES TO TERMS

We may, at our sole discretion and with such notice as may be required by law, if any, change these Terms to reflect changes in law or best practice or to deal with additional features introduced by us.

From time to time, we may automatically, and at our sole discretion, update or change any Products or Services to improve performance, enhance functionality, make changes to the operating system, platform support or hardware specification or to address security issues or make Maintenance Releases available to you. Additionally, we may ask you to install updates for these reasons and shall provide commercially reasonable advance notice of any such request.

If you do not accept the notified changes or choose not to install such updates or Maintenance Releases, you may continue to use the Products or Services in accordance with the existing terms, but certain new features may not be available to you.

39. ENFORCEMENT

39.1 Subject and without prejudice to clause 17.5 (aa): (i) no one other than a party to the Sales Agreement, their successors and permitted assignees, shall have the right to enforce any of these Terms; and (ii) a person who is not a party to the Sales Agreement may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999. The rights of the parties to rescind or vary these Terms are not subject to the consent of any other person.

40.PUBLIC ANNOUNCEMENT

40.1 No party shall make, or permit any person to make, any public announcement concerning the Sales Agreement or these Terms without the prior written consentof the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevantsecurities exchange), any court or other authority of competent jurisdiction.

41. AUTHORITY

41.1 You represent and warrant to us that you have the authority to enter into a Sales Agreement, use the Services, and perform any and all acts as may be necessary under these Terms.