Product-Specific Terms

 

3.10 A "solution" is a fix or workaround that resolves the error, or moves it into a lower priority category — we can provide this remotely, and it may include a maintenance release. If a solution moves an error into a lower priority category, that category’s response times apply from the point it’s re-categorised.

3.11 If we don’t meet a timescale above, your only remedy, and our only liability, is for us to keep using commercially reasonable endeavours to provide a solution as soon as reasonably possible after that timescale.

3.12 You’re responsible for your own infrastructure and connectivity, and we’re not responsible for availability issues caused by them.

4. AI-enabled products

These terms apply on top of the rest of this document and our General Terms wherever your subscription includes AI-enabled features.

4.1 Ownership of inputs and outputs

a. Where you input personal data into our AI tools, that data isn’t something either of us owns as intellectual property — it continues to be governed by our Data Processing Agreement and Privacy Policy, in the same way as the rest of your data.

b. You’re responsible for making sure you have all the rights and permissions you need to share anything you put into our AI features as an input — see our General Terms (Your data, warranties and indemnity).

c. Where our AI tools generate output for you in response to your use of the product, you own that output, and you can use, publish and otherwise exploit it freely as part of your own business. We retain a licence to use that output to provide and improve our services to you, in line with the clause about ‘We don’t train on your data’ below.

d. Where an AI feature generates output that isn’t specific to your use of the service, we own that output, and you get a licence to use it as part of the relevant product. That doesn’t include output we generate for another customer in response to their use of the service — that output isn’t yours, and this clause doesn’t give you any licence to it.

4.2 We don’t train on your data

We won’t use the data you put directly into our AI-enabled features to train, fine-tune, or otherwise develop any AI model, and we won’t hand that data to anyone else for that purpose — see our General Terms for how we separately use data that’s already been fully anonymised and aggregated across many customers.

4.3 Understanding AI limitations

a. Our AI tools generate responses using statistical and probabilistic methods, not verified fact-checking — so outputs can look convincing while being incomplete, out of date, or simply wrong, including fabricated references or figures (or so-called "hallucinations"). Accuracy depends on the data the tools were trained on and the way you phrase your questions; small changes in wording can produce materially different answers. Performance can also change over time as the underlying models are updated. None of this is a substitute for the independent judgement of a suitably qualified professional.

b. AI output isn’t necessarily unique to you — our AI tools may generate the same or similar output for another customer who submits a similar input.

4.4 Bias

AI tools can reflect statistical biases present in the data used to build them. We can’t guarantee outputs are entirely free of bias, and you should apply your own judgement when reviewing them.

4.5 What you can and can’t do with AI outputs

a. You must not:

• • • use any output as a substitute for professional legal, medical, financial or regulatory advice;
    • use any output to make fully automated decisions about individuals without human involvement;
    • use any output, or put any of our confidential information or content into another AI system, to build a competing product;
    • sell, license or otherwise commercially exploit any output we own under the clause about ‘Ownership of inputs and outputs’ to third parties without our written consent — this doesn’t restrict what you do with output you own under that clause;
    • use the AI features for anything that the acceptable use terms of our underlying AI infrastructure providers prohibit (see the clause about ‘Underlying AI infrastructure’), or attempt to circumvent any safety, content-moderation or abuse-monitoring systems those providers apply;
    • attempt to extract, reverse engineer, or use our AI features to identify the underlying model(s), infrastructure or training data;
    • send to the AI features any personal data of children under 13 or the applicable age of digital consent; or
    • misrepresent any AI output as human-generated when it isn’t.

b. Where an AI feature generates or synthesises audio, video or image content of a real, identifiable person — for example, a synthetic voice — you must not do so without that person’s consent, and you must not use it to impersonate anyone, or to create deceptive or fraudulent content.

4.6 Reviewing AI output

You should review and satisfy yourself as to the accuracy and appropriateness of any AI output before relying on it, whatever it’s being used for. Nothing generated by our AI tools is medical advice, a diagnosis, or a substitute for clinical judgement, and none of our AI tools are an approved medical device. Any AI output used in a clinical setting must additionally be reviewed and verified by a suitably qualified healthcare professional before anyone relies on it, and you’re responsible for having appropriate clinical governance in place around that review. We’re not liable for decisions made in reliance on AI output, whether or not it was reviewed.

4.7 Underlying AI infrastructure

Our AI features are powered by third-party AI infrastructure and models, which we may change from time to time as our products evolve — including switching between models from different providers — without that affecting the terms in the clause about ‘AI-enabled products’. Where we do, the infrastructure provider’s own acceptable use terms and code of conduct apply to your use of the AI features in addition to these terms. The current AI infrastructure providers we use are named on our Sub-Processors page, which we keep up to date as this changes.

4.8 Our commitments to you

We test our AI tools before deployment and monitor them on an ongoing basis for anomalies or unexpected performance. Where relevant law — including the EU AI Act, where applicable — requires it, we maintain conformity assessments and records to demonstrate compliance, and provide you with reasonable assistance and information on request. We build in meaningful human oversight, the ability to intervene in or interrupt the tools’ operation, and logging of AI activity in line with applicable industry standards.

4.9 Intellectual property claims about AI output

The indemnity in our General Terms — our intellectual property indemnity, under which we indemnify you against a third party’s claim that your permitted use of our hosted services infringes their UK patent, registered trade mark or copyright — doesn’t cover AI Output, given the inherent uncertainty in what any AI model might generate in response to a given input.

4.10 AI-suggested and AI-generated patient communications

a. Where a product generates or suggests a communication to one of your patients or prospective patients, whether by email, SMS, WhatsApp, voice or otherwise, you’re responsible for its content once it’s sent. This applies whether you or your authorised user reviewed and sent it yourself — even where it started from a template or suggestion we provided — or it was sent autonomously by an AI agent, including where you’ve given the agent broad discretion to run a campaign, workflow or conversation without reviewing each message first. Choosing to let an AI agent operate with that degree of autonomy is your decision, and you bear the risk of it, including if the agent produces content you wouldn’t have approved.

b. This is in addition to, not instead of, the rest of the clause about ‘AI-enabled products’ and our Acceptable Use Policy’s provisions on calling, texting and contacting patients.

c. An AI agent’s autonomy under this clause is about what it says and when it says it — not about verifying the lawful basis for contacting a particular patient or prospective patient. Even where a workflow runs automatically and without you reviewing each message first, the position under the clause about ‘Calling, recording and texting features’ still applies in full — including whether that patient has consented, whether the soft opt-in is available, and whether a Telephone Preference Service check is needed before a call. The agent doesn’t make that assessment for you.

4.11 Changes to AI features

Notwithstanding anything to the contrary in these terms or our General Terms, we can make changes to our AI features that materially reduce the functionality available to you, or change the usage limits that apply to them, at any time in our sole discretion.

5. Mobile applications

5.1 Where we make a mobile application available to you as part of your subscribed services, this clause applies in addition to the rest of this document and our General Terms.

5.2 A mobile application we provide forms part of your hosted services, and the clause about ‘Service levels and support’ applies to it in the same way as it applies to the rest of your hosted services.

5.3 You’re responsible for the device you use to access the application, including keeping its operating system, security settings and permissions up to date and in line with any minimum requirements we publish. We can update those minimum requirements from time to time as the application evolves, and we’re not liable if your device stops meeting them.

5.4 Where the application asks for permission to access a feature of your device — for example, your camera, photo library, storage or push notifications — we only use that access to provide the relevant functionality (such as attaching a photo to a compliance activity). You’re responsible for managing your own device permissions and for the security of the device itself.

5.5 We can release updates to the application automatically, or require you to install an update before you can keep using it. We’re not responsible for a period where the application is unavailable because an app store operator is carrying out maintenance, has changed its own policies, or has suspended or removed the application for reasons outside our reasonable control.

5.6 If you download the application from the Apple App Store or Google Play, you’re also agreeing to that store’s own terms of use. To the extent its rules require it: the relevant store operator (and its affiliates) isn’t responsible for the application, for providing any maintenance or support for it, or for investigating, defending or settling any claim relating to it — that’s our responsibility, in line with the rest of this contract; and the store operator is a third-party beneficiary of this contract, able to enforce it against you as an authorised user in the same way we can.

6. Calling, recording and texting features

6.1 Where a product includes a calling feature, your use of it is limited to the number of minutes included in your subscription, and you must comply with all applicable law when using it. We don’t guarantee calling is available in every country — contact our support team for the current list of countries we support, which we can update at any time without notice. We can also restrict, or charge an additional fee for, calls to particular countries, including if we reasonably consider your use of them excessive or disproportionate.

6.2 If a product lets you record calls or other electronic communications, you’re responsible for complying with all applicable law on doing so, including getting any consents and giving any notices the law requires before you record. We don’t guarantee that using our recording features makes you compliant with that law, and you’re responsible for the content of anything you record.

6.3 If a product lets you send text messages, you’re responsible for complying with all applicable law and any relevant mobile carrier requirements, including on marketing and data protection. Your use of calling, texting and WhatsApp features is subject to the allowance included in your subscription tier; if you exceed it, we’ll move you to a higher tier under the fee true-up process in our General Terms. Separately, if a carrier fines or otherwise penalises us because your use of the service breaches that carrier’s own policies — for example, causing spam complaints or breaching messaging registration rules — we can pass that charge on to you, and you can take up any dispute about it directly with the carrier. If you connect a WhatsApp Business account to one of our products, you’re also agreeing to WhatsApp’s own Business Solution Terms, and you agree that Twilio acts as a sub-processor under our Data Processing Agreement for that integration.

6.4 Where a product lets you contact patients by call, text or email for marketing purposes — for example, promoting a treatment, plan or service — you’re responsible for complying with the Privacy and Electronic Communications Regulations, as well as data protection law generally. In practice, that means either getting the patient’s specific consent before contacting them, or relying on the "soft opt-in" — contacting only your own existing patients about similar services, having given them a simple way to opt out when you first collected their details and in every marketing message since. An unsolicited marketing call to someone who hasn’t consented also needs to be screened against the Telephone Preference Service; an automated or pre-recorded marketing call always needs prior consent, whichever category it falls into. A reminder or other message about a patient’s existing care isn’t marketing for these purposes and doesn’t need the same consent — but it stops being that kind of message, and needs marketing consent instead, once it starts promoting something beyond that appointment or treatment. You’re responsible for obtaining, recording and honouring consent and opt-out requests, and we don’t guarantee that using our calling, texting or email features makes you compliant with these regulations or any other law.

7. Compliance and audit products

a. This clause applies to products that involve us reviewing, inspecting or assessing your practice against a set of standards. These reviews are based on a representative sample of information and evidence, checked at the time of the review — they’re not, and can’t be, a guarantee that your practice is fully compliant at that time or at any point afterwards. Standards, procedures and legislation change regularly, and you remain responsible for maintaining your own compliance and keeping your team appropriately trained, whether or not you’ve had a recent review. We don’t warrant the accuracy or completeness of any information, review, audit, monitoring or advice we give you in connection with these products.

b. Unless we tell you otherwise, a product covered by this clause is designed around the law, regulation and best-practice guidance that applies in England, Wales and Northern Ireland. If your practice is based elsewhere — including Scotland, the Channel Islands, or the Republic of Ireland — you’re responsible for identifying anything that’s different from what actually applies to you. This doesn’t limit the other disclaimers in this clause, or in our General Terms, about our liability for compliance-related content — it simply describes what the underlying content is designed around.

c. Where a product sets up or populates an agreement, policy, procedure template, handbook or other document on your behalf, that’s an administrative service — we don’t take responsibility for, or give any assurance about, whether the resulting document actually suits your circumstances. You remain responsible for reviewing it and taking your own advice on it if you need to.

7.1 Quality Practice Scheme (QPS)

a. If you subscribe to our Quality Practice Scheme (QPS) membership package, we’ll assess your subscribed practice against our published Total Quality Management (TQM) Standards and, once we’re satisfied you meet them, award you QPS membership. QPS membership is our certification that your practice maintains an evidence-based, team-led quality assurance programme that addresses any gaps against national and local quality standards for dental care, creates a culture of sustainable continuous improvement, and by doing so meets our TQM Standards. Membership includes a certificate or plaque for display, a QPS logo you can use on your stationery, website and other materials in a way that doesn’t mislead patients about what it covers.

b. We monitor your compliance with the TQM Standards quarterly, and carry out a full inspection each year once you’ve shown — through timely completion of your compliance activities — that you’re ready for it. If you fall behind, we’ll try to reach you before falling back to quarterly monitoring only.

c. You must keep meeting the TQM Standards for the duration of your subscription to the QPS membership package, respond to QPS-related correspondence from us, tell us in writing as soon as reasonably practicable of anything that might affect your ability to comply (including a change of control, ownership or location of your practice), tell us in writing of any regulatory investigation, sanction or criminal matter affecting your practice or its team, and help us investigate any complaint connected with your QPS membership. You must also use the QPS logo and name proportionately and in a way that doesn’t mislead patients about its scope, and take appropriate steps to correct any misunderstanding, or incorrect statement, made by you, your subscribed practice, or a patient, about your QPS membership.

d. If we reasonably consider you’re no longer meeting the TQM Standards and you don’t put this right within the timescale we set, we can withdraw your QPS membership, permanently or temporarily, on written notice — we might offer you a paid reassessment instead of withdrawing it. You can appeal a withdrawal by writing to us with your grounds for appeal; our decision stands while we consider it.

e. If your subscription to the QPS membership package ends for any reason — including if we withdraw your membership under this clause, or your wider subscription ends — you must return the plaque and any other QPS materials we’ve provided, withdraw all materials referring to the Quality Practice Scheme, and stop using the QPS logo and name.

f. You must give us at least 48 hours’ written notice to cancel a booked QPS visit. You can cancel a visit once without charge and we’ll rearrange it; a second cancellation, cancelling on shorter notice, or not attending, may mean you have to pay for that visit. If we need to cancel a booked visit, we’ll try to give you as much notice as possible, and reschedule it to a time we agree with you, acting reasonably. Cancelling a booked visit — whether by us or by you — doesn’t end your QPS membership package subscription in any circumstances.

8. iManage

a. We offer iManage as two separate products: iManage Practice, for a single dental practice, and iManage Group, for a Dental Support Organisation or dental group subscribing on behalf of multiple practices. Your order form tells you which one you’ve subscribed to — clause 9.1 or 9.2 below applies accordingly, and clause 9.3 applies to both.

b. iManage Practice is delivered through iComply or Dental Compliance Made Easier (DCME), and iManage Group is delivered through iComply, in each case depending on which platform your order form specifies.

c. In this clause: a monthly compliance catchup is a meeting of no more than one hour between your compliance lead — or, for a subscribed practice under iManage Group, that practice’s practice compliance manager — and our compliance consultant, which doesn’t involve your wider practice team; a practice meeting, available under iManage Practice only, is a meeting of no more than one hour between your practice team and our compliance consultant, following the agenda for that month’s area of focus; and a board meeting, available under iManage Group only, is a meeting of no more than one hour between your compliance lead and our compliance consultant, which can also involve your senior leadership team.

8.1 iManage Practice

a. Each month, we’ll hold one meeting with you under your subscription — a monthly compliance catchup or a practice meeting, as you choose. This entitlement doesn’t carry over: if you don’t take it in a given month because you cancelled other than in line with clause 9.3, you lose it for that month.

b. Once you’ve completed our compliance questionnaire, we’ll carry out one compliance review each month for the rest of your subscription — reviewing and updating the policy and procedure templates relevant to that month’s area of focus, reviewing any completed logs or audits, and giving you a report and action plan — starting with the next full calendar month wherever possible. By agreement with you, or where that’s not possible, we can instead start by working on a previous calendar month, or reset the review cycle to start from month one — we’re not liable for any documentation that isn’t updated as a result of either approach. If you use iComply, you can specify your starting area of focus in our compliance questionnaire; if you use DCME, each month’s area of focus instead follows a fixed 12-month schedule we set for the DCME calendar.

8.2 iManage Group

a. Each month, we’ll hold one board meeting with your compliance lead, and one monthly compliance catchup for each of your subscribed practices, with that practice’s practice compliance manager.

b. We’ll also run a rolling 12-month programme of group template creation and updates in iComply — reviewing and updating your group’s policy and procedure templates in line with each month’s area of focus, starting with the area of focus you specify in our compliance questionnaire, and including any urgent updates we need to make. Alongside this, we’ll periodically ask each practice compliance manager, by email, to return compliance evidence within a timeframe you specify in our compliance questionnaire, and we’ll report on your group’s compliance position — including each subscribed practice’s status, any observations from those checks, and our recommended actions — in a monthly report discussed at your board meeting.

c. We’ll start providing this service once: you’ve completed our compliance questionnaire; you’ve booked all the meetings we’ve asked you to; and your compliance lead has attended a welcome meeting with us.

8.3 iManage — meetings, notifications and complaints

a. This clause applies to both iManage Practice and iManage Group.

b. We’ll hold each meeting using video-conferencing software such as Microsoft Teams, unless we agree a different format with you. If we need to cancel one, we’ll try to give you as much notice as possible, and we’ll agree a new time with you, acting reasonably.

c. You must give us at least 48 hours’ written notice to cancel a scheduled meeting. Provided you do, you can cancel each one once without charge, and we’ll rearrange it within the same calendar month; a second cancellation of that meeting needs our agreement. Cancelling it again — or purporting to — without our agreement, giving less than 48 hours’ notice of a cancellation, or not attending, may mean you have to pay for it.

d. Cancelling a meeting — whether by us or by you — doesn’t end your iManage subscription in any circumstances.

e. Unless we agree otherwise, you’re responsible for taking minutes at each meeting. For a practice meeting specifically, you’re also responsible for the standing agenda item covering actions arising from any safety alerts, surveys, audits, risk assessments, incidents, and patient comments or complaints.

f. You must tell us in writing as soon as reasonably practicable (and ideally at least 30 days beforehand) of anything that might affect your, or any of your subscribed practices’, ability to comply with this contract — including a change of control, or a change in ownership or location of a subscribed practice.

g. Where the General Dental Council (GDC), Care Quality Commission (CQC), Health and Safety Executive (HSE) or other regulatory investigations, sanctions, erasures, suspensions or police or criminal matters (other than minor driving offences) affect your practice or its team, you must tell us in writing within 30 days, so we can properly support you.

h. You must record, investigate and take appropriate corrective action on any incident connected with your iManage services that a patient, other third party, or a regulator (such as the GDC, CQC or HSE) reports to you or to us.

i. You must reasonably assist us with investigating and resolving any properly evidenced complaint a third party makes to us about your own conduct in connection with your iManage services.

9. iGrow Ai

9.1 iGrow Ai helps you find and re-engage your existing patients — for example, those who’ve missed an appointment, are overdue a recall, have lapsed from your practice, or are at risk of losing an NHS list place — and can contact them, and book them back in, across email, SMS, WhatsApp and voice, using our AI agent.

9.2 iGrow Ai works by connecting to your practice management system (PMS) — see our General Terms for your responsibility for that connection, and our liability for its errors or data quality.

9.3 iGrow Ai identifies patients who may be overdue a recall, at risk of losing an NHS list place, or otherwise worth contacting, based on the data available to it from your PMS — including where that data reflects a failure to detect, import, sync or record a recall, appointment or booking correctly. These identifications are a tool to help you manage your patient list — they’re not a guarantee of accuracy or completeness, and don’t reduce your own responsibility for recall management, NHS registration, and your other regulatory compliance obligations, whether or not you receive an alert.

9.4 See the clause about ‘Calling, recording and texting features’ for the position on calling, SMS and WhatsApp, and the clause about ‘AI-suggested and AI-generated patient communications’ for the position on content our AI agent suggests or sends to your patients on your behalf.

10. Patient Plan Direct

Patient Plan Direct (PPD) helps you run your own patient payment plan. We offer this in two ways, as shown on your order form: Simple Switch, where you already have a payment plan and we take over collecting its patients' payments and manage the switch from your existing provider; and Plan Launch, where you don't yet have a plan and we help you design and set one up. Either way, you decide your plan's content, eligibility and pricing. We help you customise and implement it, provide its Direct Debit origination and collection service — including a web-based client admin site for managing it — and make the Global Dental Accident and Emergency Scheme available to your patients.

10.1 Your plan is your responsibility

a. You decide what your plan includes, who's eligible for it, and what you charge for it, and we're not responsible for its suitability for your patients or your practice. We may make template patient-facing terms available for you to adopt or amend, but whether you use ours or your own, you remain responsible for your patient-facing terms, and for getting any consent you need from your patients, including for us to process their data and collect payments from them on your behalf under this clause.

b. Global Dental Accident and Emergency Scheme means the discretionary dental accident and emergency scheme operated and administered by Global Dental Scheme Limited, one of our group companies. Except where your order form says otherwise, we make the scheme available to you and your patients as part of our service to you, including by collecting and passing on the relevant part of your patients' Direct Debit payments to fund it. Benefits under the scheme are paid at the sole discretion of its operator, in accordance with the scheme's own rules (available at globaldentalscheme.co.uk), and the scheme is not a contract of insurance. Nothing in this clause, or in your plan, is or should be presented to your patients as insurance, regulated credit, or advice on either of those things.

10.2 What our service includes

a. Our service includes:

• a web account letting you create and validate your patients' Direct Debit instructions online;
• a web-based admin site for authorised users to view and amend payer records, run payment reports and view payment histories;
• access to a Business Development Manager and Client Services team for support, training and advice on administering and promoting your plan;
• reporting on the number of patients covered by the Global Dental Accident and Emergency Scheme; and
• the design of practice-branded promotional flyers and posters in print-ready PDF, with printing of up to 500 A5 leaflets and/or 4 posters (A1 to A3) available in any rolling 12-month period.

b. Where your plan requires you to notify patients of a price change, we'll send that communication (including by email, where we hold an email address) at no additional charge. Beyond that, we offer a mailing fulfilment service for plan promotions or other changes, at additional cost which we'll invoice separately — except under Simple Switch, where this is included in our fee. Once a chargeable mailing has started, its charges remain payable even if you then cancel it.

10.3 Acting as your agent

a. You appoint us as your agent for the purpose of onboarding new patients to your plan. You confirm that: (i) as part of providing our service, we're authorised to accept an applicant's application to become your patient, and to bind you to your own terms of service with that applicant; and (ii) as between you and that patient, once we've collected their Direct Debit payment, you're treated as having received it, whether or not we've yet paid it on to you.

b. Before we accept an application, we'll explain to the applicant that we're acting as your agent in signing them up as your patient. We'll then receive and check their Direct Debit application, and, where it's correctly completed and signed, accept them as your patient and send them a confirmation email. We're not a party to your relationship with your patient.

10.4 Fee types

Your order form sets out which of the following fee types apply to you and their amounts. Unless your order form says otherwise, we bill each as follows:

a. Account setup fee — a one-off, non-refundable fee invoiced upfront on your start date.

b. Administration fee — charged per Direct Debit collection, and deducted from the funds we collect rather than invoiced separately.

c. Minimum monthly service fee — from the first anniversary of your start date, the floor beneath your administration fees for that month; charged only to the extent your administration fees fall short of it.

d. Patient registration fee — a one-off fee for each patient who signs up to your plan, collected directly from the patient.

e. Licence fee — a fixed fee invoiced annually in advance on each anniversary of your start date.

If your order form includes a fee type not listed above, it's billed as your order form describes.

10.5 Collecting and paying you

a. We collect your patients' plan payments from them by Direct Debit under the Bacs Direct Debit scheme, and pay the collected funds to your nominated bank account, less our fees, on the schedule shown on your order form — transmitting the relevant part of those funds to the operator of the Global Dental Accident and Emergency Scheme, if applicable. Instead of invoicing you in advance under our General Terms' clause about 'Fees, payment and price changes', we deduct our fees from the funds we collect before paying you the balance; if the funds we collect in a period don't cover our fees, including any minimum monthly fee shown on your order form: where you pay our fees by Direct Debit, we'll collect the shortfall at that month's end; otherwise, we'll raise an invoice for the shortfall around the 15th of the following month, payable immediately rather than within the 30 days our General Terms' clause about 'Fees, payment and price changes' otherwise allows.

b. Where a single Direct Debit collects payment for more than one patient under your plan — for example, members of the same family — our fee is calculated per patient covered by that collection, not per Direct Debit collected.

c. Where a patient registration fee is chargeable under your order form, we collect it directly from the patient on your behalf. If we're unable to collect it, we won't charge it, and you won't be liable for it, since we have no direct contractual relationship with your patients. This fee doesn't apply to a patient transferring from a competitor payment plan provider, or to a plan offered to a patient under 18.

d. Nothing in this contract requires us to act in breach of the Direct Debit scheme's Service User's Guide and Rules, and you must comply with our guidance and instructions on complying with any codes, guidance or legislation relating to Direct Debit mandates.

e. If a patient's bank reverses a payment under the Direct Debit Guarantee, or a Direct Debit otherwise isn't honoured or is clawed back, we can deduct the amount from funds we otherwise hold for you, or invoice you for it, payable immediately on the same basis.

f. We're not liable to you for a Direct Debit failing to be collected, for any reason outside our reasonable control — including a patient's bank rejecting it for insufficient funds, a patient cancelling their mandate directly with their bank, or an error, delay or failure of the patient's bank, Bacs, or our sponsoring bank — except to the extent that failure is caused by our own error. More generally, we're not responsible for the acts or omissions of a patient's bank, Bacs, or our sponsoring bank.

g. Where a patient pays you directly (for example by cash, card or cheque) rather than by Direct Debit, this clause 10 doesn't apply to that payment, and you remain solely responsible for collecting and accounting for it.

10.6 Switching to us

a. Where you're moving to us from another payment plan provider under Simple Switch, we'll transfer your patients' existing Direct Debit instructions to us using the Direct Debit scheme's bulk change process, including giving the required notice to Bacs and to your patients. This typically takes 2–3 months, and depends on the cooperation of your outgoing provider and its sponsoring bank, which is outside our control.

b. Your outgoing provider will give us the patient and Direct Debit mandate information needed for the switch. You're responsible for that information being accurate, complete and up to date, even though it's provided by your outgoing provider rather than you, and we're not liable for, and can recover from you, any additional costs we reasonably incur as a result of delay or error caused by that information being incomplete or inaccurate, or by your outgoing provider's or its sponsoring bank's actions or omissions.

10.7 Your indemnity for patient payment risk

You'll indemnify us against any and all losses we suffer arising out of or in connection with collecting, or attempting to collect, a patient's payment under your plan — including a claim under the Direct Debit Guarantee, and any interest, penalties or professional costs we incur as a result — except to the extent those losses are caused by our breach of this contract or our negligence. This is in addition to the indemnities in our General Terms' clause about 'Your data, warranties and indemnity', and continues after this contract ends.

10.8 Identity, compliance checks and regulatory conflicts

a. Because we handle payments on your behalf, we need to carry out identity and anti-money-laundering checks before we can start collecting Direct Debits for you — including proof of identity and address for the individuals who sign your order form, and your practice's bank account details. We can delay starting, or suspend, this service until you've given us what we reasonably need, and we can ask for updated information at any time to stay compliant with our own regulatory obligations.

b. If applicable law, or the rules of a payment scheme we participate in (including the Direct Debit scheme's Service User's Guide and Rules), require us to act in a way that's inconsistent with our other obligations to you under this contract, we can do so, and we're not liable to you for any resulting failure to comply with those other obligations.

10.9 Group plans

a. Where you subscribe on behalf of a group of practices, our General Terms' clause about 'Group companies and multi-practice arrangements' applies, and we calculate your fee tier by reference to the combined number of active plan patients across your whole group, rather than practice by practice. We also collate Direct Debit processing charges across all practices in your group, rather than billing each practice separately.

b. Where you want us to start providing this service at a practice within your group, you must email us the on-boarding information we specify from time to time, from an email address using your group's own domain. This service takes effect at that practice, under this contract, from the date of that email (or any later date stated in it).

10.10 Minimum term and early ending

If you end the relevant part of your subscription before the end of its minimum term other than as this contract expressly allows, or we end it under our General Terms' clause about 'Ending this contract for cause' because you're in breach, you'll pay us liquidated damages calculated as the average of your 6 highest months' charges in the previous 12 months, multiplied by the number of months left in the minimum term shown on your order form (including any notice period still running), instead of the remedy our General Terms' clause about 'Ending this contract for cause' would otherwise give us. This reflects that our fees vary with your plan's patient numbers each month, so simply projecting your current fee forward wouldn't fairly reflect what we'd otherwise have earned, and represents our genuine estimate of that loss.

10.11 If your Patient Plan Direct subscription ends

We'll stop onboarding new patients to your plan straight away. For up to 90 days afterwards, we'll keep collecting and paying you Direct Debits already authorised by your existing plan patients, to give you time to move to a new provider, unless we need to stop sooner to comply with the law or our own payment-services obligations. During this period, our fees continue to apply on the same basis as under clause 10.4. After that, it's your responsibility to arrange your own collection of ongoing patient payments — we'll give you the Direct Debit and plan data you reasonably need to do that, in line with our Data Processing Agreement.

11. The Fresh

a. The Fresh is our dental marketing and growth agency. Depending on your order form, your subscription can include subscribed services — for example, our Leadflo CRM and chatbot software, website hosting and support, search engine optimisation ("SEO") and pay-per-click ("PPC") advertising management, domain name management and SSL certificate management — and one-off deliverables, such as a new website, videography, graphic design, branding or a marketing campaign.

b. This clause applies in addition to the rest of this document and our General Terms. Where your order form includes a one-off deliverable rather than one of your subscribed services, our General Terms' clause about 'Additional services and statements of work' applies to it, including on cancellation and refunds — the clause about 'Website, marketing and creative deliverables' below sets out how we handle your review and acceptance of that kind of deliverable.

11.1 Minimum term, fees and suspension

a. Your order form states a minimum term for each service you subscribe to with The Fresh — for example, your Leadflo or chatbot licence, or your SEO, PPC or other managed marketing services. Where you subscribe to more than one of these services, each has its own minimum term; ending, suspending or reducing the scope of one doesn't end, suspend or shorten the minimum term of another.

b. You don't have a right to end your subscription, or reduce its scope, before the end of its minimum term except as this contract expressly allows. If you end your subscription other than as this contract expressly allows, or if we end it under our General Terms' clause about 'Ending this contract for cause' because you're in breach, you remain liable, in either case, for the fees that would otherwise have been payable for the rest of that service's minimum term, in full and without any reduction or proration. This reflects that our fees, and the advertising spend, resource and planning we commit to your account, are priced on the basis of you completing the full minimum term, and that meaningful results from search, social and paid marketing take time to build and can't fairly be judged over a shorter period.

c. Where we suspend any service provided by The Fresh under our General Terms' clause about 'Suspension' because of your non-payment or other breach, your fees for it continue to accrue, and remain payable in full, for as long as the suspension continues and for the rest of its minimum term. This doesn't apply to a suspension we make for our own operational reasons unconnected to any breach by you.

d. Unless your order form says otherwise, our fees for any service provided by The Fresh don't include: correcting an error in material you've supplied to us; fixing a bug or vulnerability, except where this clause expressly says we'll do so free of charge; or making a change you ask for that falls outside what this clause or your order form specifically provides for — each of these is chargeable at our then-current standard rates.

11.2 Website hosting and support

a. Our clause about 'Service levels and support' above doesn't apply to website hosting, support or maintenance we provide under this clause. Instead, we'll provide support for your website during our support hours (see the clause about 'Service levels and support' for what those are), using commercially reasonable endeavours, without committing to a specific response or resolution time. We don't have to provide support under this clause for: a fault outside our reasonable control, including one caused by an external or malicious act such as a power surge, virus or denial-of-service attack; a fault caused by third-party software, images or other resources forming part of your website, including a third-party plugin; a modification or customisation to your website that we didn't carry out or authorise; incorrect, improper or unauthorised use of your website; or at any time you owe us overdue fees.

b. Unless we agree otherwise in writing, our support service includes updating your website's content. This is subject to our fair use policy of up to two hours in any four-week period, and doesn't in any case include development of new code or new design work. We can charge for any additional changes we agree to make at our then-current standard rates. We can also, at our discretion, provide support beyond what this clause covers, but we reserve the right to charge for it at those same rates.

c. Where your website uses plugins we manage on your behalf, we'll take reasonable steps to monitor them for known vulnerabilities and install an updated version within 30 days of becoming aware of one. If the plugin's operator hasn't released a fix within that time, we'll take reasonable steps to remove the plugin and tell you we've done so. Beyond this, we're not obliged to fix a particular plugin problem unless we separately agree to in writing, subject to our applicable fees, and you accept the risk of loss or damage between a vulnerability arising and it being fixed or the plugin removed.

d. Where your subscription to The Fresh includes website development, we'll use commercially reasonable endeavours to fix, free of charge, any functional vulnerability in its code that you report to us in writing within 30 days of launch. This is your only remedy for that kind of vulnerability, and it doesn't cover a vulnerability caused by third-party software, images or other material forming part of the website, or by a modification, or unauthorised or improper use, that we didn't carry out or approve.

e. We don't guarantee your website or its hosting will be uninterrupted or error-free, and we give no warranty over any third-party software, image or other material forming part of it. You promise that bandwidth usage will be reasonably consistent from month to month; if you expect a period of unusually high traffic, tell us in advance in writing so we can check your hosting environment can cope. If we consider your usage is, or is likely to become, excessive — even within any package limit — we can charge for the excess at our then-current rates, limit your usage, or suspend the affected hosting.

f. You must not use our hosting to store or publish any content that: is defamatory, threatening, harassing, abusive, obscene, pornographic, hateful or discriminatory; infringes anyone's intellectual property or other rights; involves spam, phishing or scams; contains malware, viruses or other harmful code; or that we otherwise reasonably consider inappropriate. This is in addition to, not instead of, our Acceptable Use Policy.

g. We can change the hosting environment or infrastructure we use to provide your website hosting, provided we take reasonable steps to minimise disruption. You don't get any rights over the IP addresses, servers or other infrastructure we use to host your website, or any direct access to that infrastructure. Where we provide a backup service as part of your website hosting, we take backups once daily and keep them for up to 30 days, unless we've agreed a different frequency or retention period with you in writing — this doesn't reduce your own responsibility to keep copies of anything you can't afford to lose. If you ask us to within 14 days of the relevant part of your subscription ending, and provided you don't owe us any outstanding fees, we'll use reasonable endeavours to help you migrate your website hosting to a new provider, on payment of our then-current website packaging and other transition fees — see the clause about 'Website, marketing and creative deliverables' below for how we hand over your website files themselves.

h. You agree to comply with the acceptable use policies of our upstream hosting providers, located at https://www.cloudways.com/en/terms.php#policy and https://aws.amazon.com/service-terms/, and/or any alternative policy we notify to you from time to time — including by telling you it's been made available on or via our website.

11.3 Security certificates

a. Where your order form includes a security (SSL) certificate, we'll apply for it on your behalf with the relevant provider once you've given us the information we need, though we can't guarantee the application will succeed. If a certificate is issued, we'll arrange for it to be installed on the relevant server so it can be used with your website.

b. Unless we tell you otherwise, a certificate doesn't renew automatically — it's subject to the relevant provider's own renewal and reapplication process, and you agree to comply with that provider's terms. A certificate is specific to your organisation, operating system, domain name (a subdomain counts as a separate domain for this purpose) and IP address, and can't be transferred or resold. Tell us promptly if any of the information on your certificate or application changes, including your organisation or domain name.

c. Beyond what's set out in this clause, we have no other obligations in relation to security certificates, and we're not liable for the acts or omissions of a certificate provider.

11.4 Domain names

a. Where we register or manage a domain name for you, you're also entering into a separate contract with the relevant registry or registrar — for example, Nominet for a .uk domain — and you must comply with its own terms, including any dispute resolution policy it operates, and you appoint us as your agent to enter into the relevant registration contract on your behalf. Registering a .uk domain also automatically enters you into a contract with Nominet UK on its own terms, available at nominet.uk/go/terms. You acknowledge that the terms of any registry or registrar we register a domain name with on your behalf — including Nominet's — generally involve you consenting to your personal data submitted as part of the registration being used for purposes connected with the domain name, including publication on the relevant Whois look-up service. We're not responsible for the relevant registry's or registrar's acts or omissions.

b. We don't guarantee a domain name is available. Registration and renewal fees are payable in advance, within 5 days of our invoice (rather than the 30 days our General Terms otherwise allow), and, once we've placed an order, can't be changed or refunded. You must not take any action in reliance on owning a domain name until we've confirmed to you that it's been registered. You must check any notification we send you about registering or renewing a domain name, and tell us immediately if anything in it is incorrect. Whether or not we send renewal notifications, and whether or not a domain is set to auto-renew, you're ultimately responsible for monitoring and diarising its renewal date, and for requesting and paying for renewal in good time before it expires — a domain can be deleted, and isn't guaranteed to be recoverable, once it lapses. We're not obliged to renew a domain name if you haven't requested and paid for its renewal before the expiry date, and you're liable for any additional redemption fee that applies.

c. We can decline to register, or suspend, cancel or transfer, a domain name if: our upstream provider or a competent authority requires it; you owe us any overdue fees; we reasonably believe it's necessary to protect us, our other customers or the public, to minimise our exposure to a breach of law or to civil or criminal proceedings, or to respond to a claimed breach or infringement of a third party's rights; or you've become the target of a denial-of-service attack, hacking or other malicious activity.

d. If you ask us to within 14 days of the relevant part of your subscription ending, and provided you don't owe us any outstanding fees, we'll use reasonable endeavours to transfer the domain name, and the files making up your website, to you or to a new provider. If the hosting services you receive from us under this contract end, we have no further obligations to you in relation to any domain name.

11.5 SEO, PPC and paid advertising

a. You'll give us reasonable access to your website and any relevant third-party accounts we need to provide these services, except to the extent we already have that access.

b. The disclaimer in the clause about 'Product features, tiers and documentation' above — that we don't guarantee any particular result from a product designed to help you attract, retain or engage patients — applies equally to search engine rankings, advertising performance, website traffic, leads and revenue. Search engine and advertising platform algorithms and policies are outside our control and change over time, competition for keywords can increase, and results can go down as well as up. A new website can also be temporarily suppressed by a search engine operator while it decides the site meets its own criteria for inclusion (sometimes called "sandboxing") — this is outside our control and doesn't mean our services aren't working.

c. You're responsible for paying, on request (including in advance where required), any third-party fees connected with these services — for example, advertising spend and platform fees payable to Google, Meta or Bing, and, if you opt for them, SEO-related fees for expedited listing, backlinks or similar services — in addition to our own fees.

d. Under the clause about 'Intellectual property' in our General Terms, the account structures, keywords, keyword strategies, negative keyword lists, ad scripts, bidding strategies, audience lists, ad styles and other techniques and materials we develop in connection with these services ("our SEO/PPC materials") are and remain our intellectual property. We don't assign them to you, and you don't acquire any rights in them beyond your licence to use our services. We can remove our SEO/PPC materials from any advertising platform account or website once the relevant part of your subscription ends — whether that's because your subscription has simply ended, or because you've engaged someone else, including a new agency, to manage the account.

e. Unless your order form specifies a premium bespoke landing page and we've told you in writing that you own it, any landing page we build for you as part of these services is provided as a customisation service only. Our fees for it are for designing, building and managing the landing page as a service, not for transferring ownership of it — all intellectual property rights in a landing page, and in any design, template, script or other component we develop in connection with it, remain ours.

f. Once the relevant part of your subscription ends, we'll give you reasonable assistance to transfer any advertising platform account held in your name, subject to: our first removing our SEO/PPC materials from it; you paying all outstanding fees; and, where applicable, you paying our transition fee.

g. Google, Meta and other advertising platforms apply their own content and healthcare-advertising policies, and can reject, suspend or restrict an advert, account or campaign for reasons outside our control — including because of your own website or other material. We're not liable for a platform's decision to do this, though we'll help you understand and try to resolve it where we reasonably can.

h. Where we generate inbound links to your website as part of these services, we can't guarantee a third party will keep hosting them. We'll take reasonable steps to monitor links we've generated and try to get any that are removed reinstated, but can't guarantee success. We're also not responsible for the effect on your search ranking, traffic or advertising performance of any change made without our approval — for example, an alteration to your website, or a backlink created other than by us, including one from a source search engines consider low-quality. If you ask us to fix the effects of a change like this, we can charge for it at our then-current standard rates.

i. For a reasonable period after the relevant part of your subscription ends, we can continue to monitor an advertising platform account we've previously managed for you, to check you're not using our SEO/PPC materials for the benefit of a third party, including a new provider.

11.6 Delays

If our performance is delayed, or a timeline in your order form is missed, because of something you (or anyone acting for you) did or didn't do — for example, not responding to us, providing materials late, or not approving content or a campaign in good time — we're not liable for that delay, and the affected timeline extends to reflect it. This is in addition to the exclusions of loss of profit, revenue and other consequential loss in our General Terms' clause about 'Liability', which already applies to your services provided by The Fresh along with the rest of this contract.

11.7 Platform and account access

a. Where a service provided by The Fresh involves us managing an advertising, analytics, search console, social media or similar third-party platform account on your behalf, the account — and the data and content in it — belongs to you, not us, whether or not we originally set it up. Our role is limited to the access you give us, or that we set up on your behalf, to manage it for you; that management access is separate from, and doesn't affect, your ownership of the account.

b. We can remove or restrict our own management access to a platform account at any time — for example, when the relevant service provided by The Fresh ends, or during a suspension under our General Terms' clause about 'Suspension'. Doing so doesn't affect your ownership of, or your own ability to access, the account directly using your own login, and isn't a repudiation or other wrongful act on our part. Where we've suspended a service for your non-payment or other breach, we'll restore our own management access within a reasonable time of the suspension ending.

11.8 Website, marketing and creative deliverables

a. Unless your order form says otherwise, you get up to three rounds of changes to each deliverable — for example, a website design or a piece of creative content — once we've presented it to you for approval; anything beyond that is subject to our agreement and our applicable fees. You're treated as having accepted a deliverable once you confirm that in writing, once we've made the changes you've asked for up to that limit, once 10 working days pass after we've presented it without you asking for changes, or once you start using it in the ordinary course of your business — whichever happens first.

b. You're responsible for reviewing and approving your website content and any marketing or campaign material before it's published or sent to patients or the public — including making sure it complies with the CAP Code and other Advertising Standards Authority rules on healthcare advertising, any applicable professional or regulatory guidance on ethical marketing (such as General Dental Council guidance), and accessibility requirements. We're not liable for content you've approved or published, or for a consequence of us following your own instructions about it.

c. Under our General Terms' clause about 'Intellectual property', we own the deliverables we create for you as part of a service provided by The Fresh — for example, your website, and any campaign, advert or other marketing content we produce — and you get a licence to use them as described in that clause. This doesn't include our own templates, playbooks, audience-building techniques, and cross-client methodology, benchmarking and know-how, which remain ours even where we use them in developing something for you, and aren't part of any deliverable we hand over to you.

d. If you've supplied us with your own material for use in a deliverable — for example, photography, copy, brand assets or guidelines — we'll return or delete it at your request once the relevant service ends, save for anything we reasonably need to keep for our own records or compliance purposes.

e. When a service provided by The Fresh ends, and provided you've paid everything you owe us for it, we'll give you a copy of the deliverables created specifically for you under that service — for example, your website files, and any campaign copy, creative or imagery produced for you — together with a further licence to keep using them for your own business after this contract ends. We'll provide this in a format we reasonably choose, within a reasonable time of your request, and we'll tell you exactly what is, and isn't, included before we do — our own templates, techniques, methodology and other materials described above are never included.

11.9 Leadflo and our chatbot

Leadflo and our chatbot are hosted services forming part of your subscribed services. Where your chatbot uses AI-enabled features, the clause about 'AI-enabled products' above applies to them. Any call, text, WhatsApp or email sent using Leadflo or our chatbot is subject to the clause about 'Calling, recording and texting features' above, including the allowance shown on your order form and your responsibility for complying with marketing and data protection law.

11.10 Videography and other on-site services

a. You're responsible for arranging a safe and suitable location for us to work, for making sure appropriate insurance — including public liability insurance — is in place for that location, for obtaining any consents needed for filming (including from anyone who appears on camera), for giving our team reasonable access, and for procuring the safety and security of our staff and equipment while they're on site. We can withdraw from a location, or suspend the relevant service, if we reasonably have concerns about the safety or security of our staff or equipment, and you'll be responsible for any resulting cost.

b. You must give us at least 30 days' written notice to cancel a booked filming or other on-site appointment. If you give less notice than that, we can keep any advance payment you've made as a cancellation fee, and you'll need to pay it again if you rebook. We can also cancel a booked appointment in exceptional circumstances — for example, a member of our team falling ill. If we do, we'll give you as much notice as we reasonably can, and get in touch to rearrange it.

11.11 Business advice

Any business, growth or marketing advice or coaching we provide isn't professional, financial, legal or regulatory advice, and doesn't reduce your own responsibility for your business decisions.

12. DenGro

DenGro is our CRM and patient-enquiry platform for dental practices — it helps you capture, nurture and convert new and prospective patient enquiries, including through automated email, SMS and WhatsApp nurture messages, a website chatbot, and reporting on your marketing and team performance. This clause applies in addition to the rest of this document and our General Terms.

12.1 Patient deposits and payments

Where DenGro lets you collect a deposit or other payment from a patient, that payment is processed by a third-party payment provider, not by us. We're not a party to it and we're not responsible for it — you're responsible for your own arrangements with your payment provider, and for complying with any law that applies to taking those payments.

12.2 Connecting DenGro to your other systems

DenGro connects to your practice management system and to third-party marketing, communication and payment channels you choose to enable — for example, your website chatbot, social and search advertising accounts, and your payment provider. See our General Terms for your responsibility for those connections, and our liability for their errors or data quality.

12.3 Don't use DenGro for clinical data

DenGro isn't designed for you to record clinical or other special-category data about a patient — use your practice management system or other clinical records system for that instead. Tags or labels you apply to a contact within DenGro are for your own lead-management purposes only, and don't require or permit you to record special-category data through them.

12.4 AI and automated messaging features

The clause about 'AI-enabled products' applies to DenGro's chatbot, automations and any other suggested or automated patient communications, including the clause about 'AI-suggested and AI-generated patient communications'. See also the clause about 'Calling, recording and texting features' for email, text, WhatsApp and live-chat handover to your own team.

12.5 Dental groups and DSOs

If you're a Dental Support Organisation or dental group using DenGro across more than one practice, see the clause about 'Product features, tiers and documentation' for how a multi-practice subscription and its fees work.

12.6 Integrations, data capture and the DenGro Tag

Where DenGro connects to a third-party account or service you choose to enable — such as an advertising platform, review site or telephony provider — we'll show you what that connection involves and which third party is involved before you connect it. Some connections need you to separately accept that third party's own terms — for example, connecting a Facebook advertising account requires you to accept Facebook's terms.

If you capture enquiries through a form on your website or a landing page — whether built using DenGro's own form builder or developed separately for you — you can use the DenGro Tag, a small piece of website code, to capture anonymous visitor information, for example to show you that an enquiry came from a paid Google search advert. The DenGro Tag works using cookies. You're responsible for making sure your use of a data capture form and the DenGro Tag, and your processing of anything they capture, complies with data protection law — we can't advise you on this.

Where a third party that sends you data through DenGro requires us to confirm back to them what's happened to it — for example, that an enquiry they sent you has been processed by your team — we'll do that using a non-personal identifier linked to the relevant record in DenGro, not by sharing your patient or contact's own details.

13. Clarity

13.1 This clause applies in addition to the clause about ‘AI-enabled products’ above.

13.2 Clarity’s Reflection Prompter and PDP Drafter use AI to help you draft reflective entries and personal development plan content from the information you provide. You must review and satisfy yourself as to the accuracy and appropriateness of anything they produce before relying on it or submitting it — including as part of your GMC appraisal or revalidation. Using these features doesn’t reduce your own responsibility for the accuracy and completeness of your appraisal portfolio, and we’re not liable for any regulatory, professional or other consequence of relying on AI-drafted content without reviewing it first.

13.3 Where you subscribe to Clarity as an individual rather than through a practice or other organisation, the clause about ‘Roles’ in our Data Processing Agreement, and our Privacy Policy, explain how we handle your personal data — including any data you put into the Reflection Prompter or PDP Drafter.

14. Practice365

14.1 This clause applies in addition to the clause about ‘AI-enabled products’ above.

14.2 Practice365 includes an AI content writer to help you draft content for your website. You’re responsible for reviewing anything it produces before you publish it — including checking it’s accurate, doesn’t imply clinical or medical advice, meets NHS branding and accessibility requirements (including WCAG), and is appropriate for your patients and the public to see.

14.3 Publishing AI-drafted content is your decision, not ours — we’re not liable for the consequences of publishing it without reviewing it first.