These terms (“Terms”) cover the use of Adent’s Remote Dental Care solution (“Products and Services”) which allows for dental professionals to conduct digital remote consultations with their patients. The Products and Services comprise a platform of a Browser Application, Web Widget, and Mobile App.
These Terms shall apply to any dental professionals (“Partner”) access to or use of the Remote Dental Care Platform and related services. By registering as a Partner and clicking the "Accept" button, the Partner has accepted these terms, including but not limited to the herein stated terms on limitation of liability, payment obligation and the Data Processing Agreement set out in Appendix B.
The provider of the Remote Dental Care Platform and your contract party is:
Knabrostraede 20, 3rd floor
1432 Copenhagen K
CVR no. 40512977
You will be denoted as “Partner” in these Terms.
Hereinafter collectively Adent and Partner are referred to as “Parties” and individually as “Party”.
Adent is a developer and distributor of software to support dental clinics and patients.
The Partner is a dental clinic or network of dental clinics or institution working with dental care.
The parties wish to establish a partnership concerning Adent’s Products and Services mentioned hereinafter and subject to the terms and conditions specified hereinafter.
Any registration as a Partner, by the creation of an account to use Adent’s Services, requires formal acceptance of these Terms
Adent will supply Partner with a clinic account on the Remote Dental Care platform. The Remote Dental Care platform is a custom-designed software for digital consultations between dental professionals and their patients.
In addition to facilitate remote digital consultations between Partner and Partners Patients the Platform includes a health-app where individual users, including Partners patients, may register and use the app’s facilities including AI Dental Assessments based on pictures taken of the users mouth, Dental Plan and Routines and general information on dental health subjects. The app does not provide clinical services that in any way constitute medical advice, diagnosis or treatment to individual users.
Partner may be granted access to these assessments if shared explicitly by the Partners’ patient, but Partner understands and acknowledges that the Products and Services provided by Adent do not replace the need for a doctor supervision. The Partner remains the sole responsible for the treatment, information and advice provided to the Partners patients.
C) Free Trial
The parties can agree to an optional trial period of the Product and Services. During the trial period, the Partner receives access to a clinic account free of charge.
Unless otherwise agreed by the Parties, the agreement automatically renews at the end of the trial period. If the Parties choose to extend the duration of this agreement past the trial period, the terms will be as set forth in Pricing and Payment.
D) Pricing and Payment: From Patient to Partner
Partner establishes its own agreement with Partners patients including setting the price of the consultation offered to patients (in Denmark registered as a “fri ydelse”). Invoicing of patients is conducted by Partner.
Patients may order a remote digital consultation directly in the App. Adent will facilitate that Partner is notified when a patient wishes to purchase a digital consultation, but only as an intermediary. Partner is responsible for the payment process, and it is not governed by this Agreement.
Partner enter information related to the clinic including the name of the clinic. Adent declines all responsibility for misspelling in prices entered by the clinic, or incorrectly displayed prices, for example, if the entered input does not conform to the format that is possible to present in the Adent Health app (for example attempting to display a list of prices in a field intended for a single price).
E) Pricing and Payment: Between the Parties
The Products and Services follow a monthly Software-as-a-Service subscription model. Current pricing is found in Appendix A. Payment is done monthly in advance.
Adent may adjust prices with 2 months’ notice to the email Partner has provided at registration. Partner has the right to terminate the agreement in accordance to the terms set forth in the section Duration and Termination of this Agreement.
Adent retains the right to launch and expand the Software and Products suite, and these, including related prices, shall not be governed by this Agreement.
F) Adent's Obligations
Adent shall provide Partner with information concerning the technical aspects of the Products, their use and the like in writing and/or in oral presentations as shall be agreed by the Parties from time to time. Adent shall provide Partner with relevant information and marketing material that the Partner can use in communication with its patients as agreed from time to time.
Adent shall cooperate fully with Partner in respect of inquiries from Partner regarding the Products, their use, the status of the software updates, and the like.
Adent is committed to using all reasonable means to ensure, but does not warrant, continuity of access and use of the Platform, 7 days a week and 24 hours a day.
G) Obligations of Partner
Partner’s personnel shall be familiar with and trained in the Software and Products, and an agreed number of the Partner staff can be designated Super Users. Super Users may participate in training programs specifically designed for the individual participant, to secure in-depth understanding of the Software and Products. Adent and the Partner may from time to time agree that Adent shall deliver consultancy services and training. Such services will be invoiced separately.
The parties agree to comply with EucoMed Guidelines.
In the context of the use of the Software and Products, including the Adent Health Platform, the Partner agrees to comply with the provisions of these Terms and in particular to:
Not to infringe the rights of third parties and respect the privacy of third parties and the confidentiality of the exchanges;
Not to use the Platform to send messages or insert content into the Platform that would be:
contrary to public order and morality;
of a commercial nature.
Not to disseminate data that has the effect of diminishing, disrupting, slowing down or interrupting the normal operation of the Platform;
Not to violate or attempt to violate the security or the integrity of the Platform, to communicate any misleading information, to use the information collected via the Platform for illicit purposes
Use the Platform in a manner that is legal and lawful, including the processing of data for data subjects as set forth in EU and local regulation.
H) Technical Specifications
To access the Software and Services, the user must benefit from equipment with, at least, the following specificities: iOS 13 or iPad 13 operating system or above.
By using the Software and Services, Partner acknowledges having the necessary means and skills for the use of the Software and Services and to monitor the dental consultation of the patient.
The equipment necessary to access and use the Software and Services is under the responsibility of Partner, as well as the telecommunications costs incurred by their use.
I) Communication about the Service
The Parties agree to be loyal to each other in their communication. This includes that Partner agrees to the following guidelines:
Communication shall be in accordance with any communication governed by CE regulation. This especially involves communication related to the “Intended Use” of the Service, including that the Service by no means constitutes a diagnosis, or medical treatment.
Adent shall provide informational material about the Service that Partner can choose to use in public communication. These informational materials are not mandatory to use, but by entering this Agreement Partner agrees to be loyal to the intent behind the materials, including that material should include both the benefits, risks, contraindications, and indications of use of the Service.
J) Partners non-compliance liability and indemnification
In case of Partners non-compliance with these Terms or the Partners non-compliant use of the Software and Services, Adent reserves the right to suspend Partners use of the Software and Services.
If any Fees are overdue, Adent may, without limiting its other rights and remedies, suspend Partners use of the Software and Services until such amounts are paid in full.
Partner shall be liable to Adent for any loss or damage suffered by Adent due to Partners violation of these Terms.
Partner also agrees to indemnify, defend and hold Adent harmless from all claims, direct or indirect, material or immaterial damages and liabilities from Partners patients, other partners of Adent or any other third parties which may be incurred by virtue of the Partner’s use of the Software and Services in non-compliance with these Terms.
K) Protection of Personal Data
Data processing performed by Adent as a processor
The Partner decides in its exclusive discretion which types of data, including personal data and related to which categories of data subject the Partner wish to process by use of the Software and Services related to the clinic account.
The Partner is the data controller in relation to any such personal data and Adent is the data processor.
The Partner is responsible to ensure sufficient lawful basis for its processing of data related to Partners patients as a data controller and to inform Partners patient of such processing.
The data processing agreement set out in Appendix B to these Terms shall be governing the relationship between Adent as data processor and the Partner as data controller. By accepting these Terms, the Partner also accepts the data processing agreement set out in Appendix B.
Data processing performed by Adent as a controller
Adent is responsible to ensure sufficient lawful basis for its processing of user data and to inform users of the processing of user data Adent undertake as a data controller.
In the registration flow for users, including Partners patients, Adent will inform that Adent is a data controller in relation to user data in the App, including data received in the context of digital consultations which the user retains in the app.
L) Intellectual Property
Partner acknowledges Adent’s exclusive right, title and interest in/to Adent’s patents, copyrights, know-how, trademarks, trade names, logos, emblems, designs, domain names, models and methods of presentation (hereinafter collectively referred to as "Intellectual Property") relating to the Software and Products, and shall not at any time do or cause to be done any act which directly or indirectly challenges or impairs the Intellectual Property.
Partner shall not acquire any right, title or interest in the Intellectual Property by virtue of the execution or performance of these Terms nor at any time describe or represent itself to others as having such right, title or interest.
Partner shall use Adent’s trademarks only in connection with any promotion of the Software and Services, used in Partners own promotional communication, and under no circumstances shall Partner use or adapt such trademarks or Adent’s trade names or any confusingly similar words or symbols as part of its company's name.
Partner may during the term of this Agreement refer to itself on its letterhead, website and in advertisements as the authorized Partner of Adent’s Products and insert Adent’s logo in promotional advertisements and materials restricted to the Products.
In no event is Partner granted the right or license to use Adent’s trademarks or trade names on or in connection with any other goods which may be distributed by Partner.
In the event of a claim, or if Adent reasonably believes the use of the Software and Services may infringe or misappropriate the rights of any third party, Adent may in its discretion and at no cost to the Partner: (i) modify the Software and Services so that they no longer infringe or misappropriate; (ii) obtain the rights for the Partners continued use of the Software and Services in accordance with these Terms; or if neither (i) or (ii) are commercially reasonable, terminate the Customer’s rights to use the Software and Services upon written notice and refund the Customer any prepaid fees covering the remainder of the applicable term after the effective date of termination.
M) Product Modifications
Adent reserves the right to modify the designs, specifications and/or method of development/distribution of any and all of the Software and Products at any time without notice and to substitute those Software and Products originally ordered by Partner with modified/improved Software and Products provided there is no material alteration of form, fit, function or quality.
The Parties agree to maintain the confidentiality of any and all information received under this Agreement concerning the Software and Products or the Parties businesses. All such information, whether written or oral, shall be considered to be the Parties proprietary information and trade secrets and shall, therefore, be held confidential and shall not be disclosed or disseminated to third parties unless first approved in writing by the disclosing Party.
Adent acknowledges that information included in digital consultations may be sensitive health information and Adent agrees to observe strict confidentiality of any and all information which the Partner includes in the Platform.
Partner acknowledges that the Partners patients are independent users of Adents Health app and that the Partners patient may retain, and store information received from and provided to Partner in the context of digital consultations in the App. Such data is processed by Adent in accordance with user terms agreed to by Partners patients and Adents privacy notice. Information provided from Partner to Partners patient and retained and stored in the app are no longer Partners data or under Partners control.
O) Assignment to Third Parties or Change of Control etc.
Partner shall not assign or transfer this Agreement or any part of its rights, duties or obligations hereunder to any other party without Adent’s prior written consent.
Adent is entitled to assign this Agreement or any part of its rights, duties or obligations hereunder.
P) Warranty and Limitations of Liability
The Remote Dental Care Platform will in all material respects operate in accordance with the relevant specifications made available by Adent. However, Adent does not warrant that the Remote Dental Care Platform will be uninterrupted or error-free. Unless required by legislation on Medical Devices or any mandatory legal provision or under applicable law, the Platform is provided on an “AS IS” and “AS AVAILABLE” basis.
The Partner is responsible for its own use of the Products and Services. Adent disclaims any responsibility and liability related to the Partners specific IT-environment, including errors, problems, obstacles or faulty configuration specific to the Partners IT-environment that might corrupt, crash, or in other ways harm Partners software and hardware.
The app provides AI Dental Assessments, Dental Plan and Routines and general information on dental health subjects. The Partner may be granted access to these, if the Partners patient chooses to explicitly share this information with the dentist, and use these facilities in the Partners consultations with the Partners patients. Such assessments and information and any results provided by Adent are only analysis of the pictures of the actual teeth of the patient, and any additional input provided by the patient, and cannot be assimilated to a diagnosis or health and medical advice. The Partner remains the sole guarantor and interpreter of the results provided to the patient and the Partner is exclusively liable towards Partners patients. The Services offered by Adent do not replace the consultations provided by a health professional. Adent undertakes no liabilities whatsoever for any assessment, information and result of Analysis provided by Adent.
Digital consultations may include pictures of the patient’s mouth. These pictures are taken by the patient itself by use of the app. Adent assumes no liability whatsoever for the quality, the completeness and the suitability of such pictures as basis for digital consultations and resulting dental health and medical advice.
The aggregate liability of Adent within any calendar year, derived from or related to any obligations, actions or omissions under these Terms and any services procured by the Partner from Adent, is limited to the fees payable by the Partner to Adent for the Software and Products for a 6 months period.
Adent disclaims all types of indirect, punitive, special, incidental or consequential, damages, including disclaiming any damages for lost profits, revenues, business interruption, or loss of information.
The Partner shall be responsible for performance of back-up in respect of Partners data. Adent disclaims any liability for loss of data, where a failing ability to re-establish such data is due to absent, insufficient or failing back-up on behalf of the Partner.
Q) Force Majeure
Neither Party will be liable for any failure in performance due to causes beyond its reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, embargo, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of services).
It is expressly agreed that Adent is entitled to recall any Software and Products or parts delivered to Partner for technical or regulatory reasons.
R) Duration and Termination
The parties agree to a trial period ending on July 31, 2020. Each Party may terminate the Agreement without cause with immediate written notice during the trial period.
After the trial period a subscription is ongoing. It is automatically renewed monthly and can be terminated at any time with written notice or by cancelling in the Adent Health app. Termination will take effect from the end of the current paid period. The services will be available for Partner until the expiration of the current paid period.
S) Applicable Law
This Agreement shall be governed by and is construed in accordance with the law of Denmark without regard to any portion of its choice of law principles and excluding any application of the United Nations Convention on Contracts for the International Sale of Goods. Disputes shall be settled in the courts of Copenhagen (Denmark).
All notices and orders required or permitted by this Agreement shall be in writing.
This Agreement contains the entire agreement between the Parties as to the subject matter hereof.
Pricing as of 01/8/2020. All prices are excl. of VAT.
Adent Professional (Subscription type 1)
Available in: UK
Available in: EU, EUC countries
Available in: Denmark
Adent Advanced (Subscription type 2)
Available in: UK
Available in: EU, EUC countries
Available in: Denmark
The latest prices shall be found on the website www.adent-health.com, or can any time be requisitioned from Adent at firstname.lastname@example.org
Data Processing Agreement can be found in the separate link: adent-health.com/data-processing-agreement