Service Agreement
Updated 1st February 2021
This Service Agreement (“Agreement”)
Between:
Subscripted Dental Practice
Hereinafter known as the CLIENT,
and
Talk to a Dentist
West Cottage
Mill of Ardoe
Blairs
Aberdeenshire
AB12 5YP
Represented by Gregor McPherson
Hereinafter known as the COMPANY,
together known as the PARTIES and individually known as a PARTY.
WHEREAS, Talk to a Dentist is a provider of Software/Systems Integration;
WHEREAS, Dental Practice desires a contract with Talk to a Dentist for the provision of Systems Integrations related to Online Video Consultations and Artificial Intelligence Chat Bots.
The PARTIES hereby agree as follows:
Software Integration
The COMPANY uses third party software to provide CLIENTs with the following services:
- Digital Receptionist
- Virtual Consultation Room/Booking system
- Review Generators, Displayers and Bad Review Screener.
By entering into an agreement with the COMPANY, the CLIENT is agreeing to allow the COMPANY to share information about the CLIENT with third parties, in order for the COMPANY to be able to provide the agreed services.
Upon entering into an agreement with COMPANY the CLIENT is agreeing to to comply with the terms of service of third party software companies. When entering into an agreement with the COMPANY the CLIENT is also entering into an agreement with and agreeing to comply with, the services agreements of:
https://www.vectera.com/policies/
https://www.aberdeenwebsitedesign.net/
If the CLIENT does not agree to this Agreement or the Terms & Policies of the third party companies or the Terms and Policies outline in the document, and the CLIENT must not sign up for an account and shall not make use of any of the Services or Website. By agreeing to this Agreement, the CLIENT acknowledge that they have read this Agreement, understood it, and agree to be bound by its terms and conditions.
The COMPANY does not accept any responsibility for third party breaches to the Terms of Service outlined in this agreement.
Service Period
This Agreement shall be effective as of the date of execution of this Agreement. Both PARTIES reserve the right to terminate the contract at any time by providing the other PARTY the termination in writing.
The COMPANY reserves the right to review this Agreement on a monthly basis and will inform the CLIENT of any proposed changes to the Agreement by giving one (1) months written notice.
The Agreement is for a one (1) month rolling contract starting on the first day of every month, with ongoing renewal being automatic. The Clients first months payment will act as a setup fee. The Company will provide the client with the requested services within (1) month of receiving the first payment. Where the Company fails to provide the requested services within one month the Client will be eligible for a refund totalling the initial setup fee only.
By agreeing to this contract the CLIENT accepts that it is their responsibility to have any services provided by COMPANY removed from the CLIENT website at the expense of the CLIENT. This specifically refers to the code they will need to have removed from the CLIENT website in order to remove the COMPANY services from that website.
Service Delivery Fees
The CLIENT is commissioning the following Integrated Services provided by the COMPANY;
- Initial setup of services - Equal to Monthly Subscription Fee
- Digital Receptionists - £74.99 per month
- Review Generator, Displayer & Bad Review Screener - £49.99 per month
- Virtual Consultation Rooms - £24.99 per month
- Up to a maximum of thirty (30) minutes a week of technical support if required after initial setup. This technical support is not accumulative, in the event of non-use or under use in any particular week.
The initial contract will be for one (1) user account and the CLIENT can add additional users upon request at the discretion of the COMPANY.
The rolling monthly fee will begin when the system is integrated, and the CLIENT is satisfied that they can use the system appropriately. The Client will have to pay an initial setup fee equal to their monthly subscription.
Any further work or services the CLIENT requests, within the normal scope of practice of the COMPANY, will be charged at a fixed fee agreed between the COMPANY and the CLIENT at that time. An hourly rate for additional services out with the normal scope of services outlined in this agreement will be charges by the COMPANY at £99 per hour.
The COMPANY reserves the right to amend rates to align with the level of service provision at any time.
From time to time the COMPANY may need to amend the embedding code placed on the CLIENTS website to allow for software updates. The cost of replacing the embedding code is the responsibility of the CLIENT. Often the placement of a new embedding code will be a free service supplied to the CLIENTS website management provider. However, it is advised that the CLIENT check this. The COMPANY has a limited ability to embed new code to the CLIENTS existing website. There is a charge of £49.99 per embedding for such work.
Terms of Payment
Payments shall be made by the CLIENT to the COMPANY via monthly or yearly Direct Debit Payments. The first payment will cover the set up cost of the services provided by the COMPANY and then the following monthly payments will cover the running and maintenance costs payed by the CLIENT to the COMPANY.
Monthly Direct Debit payments do not cover any additional work the CLIENT wishes the COMPANY to carry out and theses will be charged via invoice.
The COMPANY shall provide the CLIENT with monthly invoices for the provision of the additional services, and the CLIENT shall cause the invoice to be paid within thirty (30) days of receipt of the invoice. Failure to pay the invoices in a timely manner may, at the discretion of the COMPANY, result in the suspension of provision of some or all services provided by the COMPANY.
CLIENT shall, in addition to the other amounts payable under this Agreement, pay all sales and other taxes, however designated, which are levied or imposed by reason of the services provided pursuant to this Agreement.
Should any of the services provided by the COMPANY stop working the CLIENT will only be eligible for a refund if these issues are as a result of the COMPANY and any refund provided will only equate from when the COMPANY is notified of the problem to when it is working again.
In order to set up the COMPANIES services the CLIENT may need to use the services of of a third party. Any such charge is the responsibility of the CLIENT and not the COMPANY.
Devices Covered
The COMPANY reserves the right to renegotiate rates based on additions of locations, software, software support requirements, and/or services as well as modify this Agreement (or any portion thereof) with one (1) months notice.
For purposes of this Agreement, the services provided by the COMPANY shall only be allowed to be used on sole location, of the website:
Dental Practice Website
Any additional devices added to the network without the agreement of the COMPANY will not be honoured or supported under this Agreement.
Conditions of Service
The CLIENT’s system is eligible for monitoring and support under this Agreement.
The COMPANY shall not be responsible to the CLIENT for loss of use of any IT services or for any other liabilities arising from alterations, additions, adjustments or repairs which have been made to the CLIENT’s IT services other than by authorised representatives of the COMPANY.
The COMPANY is not responsible for any fees involved in embedding or removing our services from your website, before, during or after the CLIENT begins using the COMPANY’s services.
The COMPANY is not responsible for how the CLIENT processes or uses any of the data forwarded to them.
The COMPANY is not responsible for how the CLIENT manages Dental Emergencies forwarded to them and fully understands that the Digital Receptionist advises patients to call the practice in the event of a severe dental emergency. Definitions of dental emergencies for the purpose of this agreement are defined by the SDCEP guidelines on the Management of Dental Emergencies: https://www.sdcep.org.uk/
The Digital Receptionist has been specifically set up to advise users to contact the practice directly via telephone if they require urgent help. The COMPANY only forwards information provided by users and in most cases does not store this information. By using the COMPANIES services the CLIENTS accepts full responsibility to provide the correct emergency care in line with their applicable regulatory body.
The COMPANY is in no way responsible for any bad reviews the CLIENT receives. The CLIENT understand and accepts that the COMPANIES Review Generator, Displayer and Bad Review Screener cannot stop users from leaving reviews directly on you Google or Facebook pages.
The COMPANY is in no way responsible for any negative outcome which may result from using the COMPANIES services.
The CLIENT accepts responsibility to advise the COMPANY when any changes are made to their Privacy Policy, in order for the COMPANY to update its services to maintain GDPR and patients confidentiality compliance.
The CLIENT understands that all services provided by the COMPANY are an adjunct to the practices existing services and are in not designed to replace them due to the unlikely event the COMPANY’s services should temporarily fail.
The COMPANY offers several different Subscription Plans for Our Services. The applicable Subscription Term Plan depends on your choice. Your Subscription Plan is selected during Your Account registration and You can choose to change Your plan at any time. Information about Our standard plans can be found on Our Prices page. All fees quoted on Our site are inclusive of VAT or any other taxes that may be applicable in Your jurisdiction. For additional information about, or customisation of Our Subscription Plans, please contact us via info@talktoadentist.co.uk You may upgrade or downgrade Your Subscription at any time during Your Subscription Term, upon which We will apply the respective fees on a pro-rata basis.
Following Your current Subscription Term, We reserve the right to amend the Subscription Plans and/or Subscription Term at any time or introduce new fees and/or subscription levels or charges. We will provide You with thirty (30) calendar days’ written notice in advance during which You will have the right to unsubscribe from, or change Your current Subscription Plan, should You not agree with these amendments.
When starting a paid subscription plan the CLIENT will be prompted to enter payment details and will be automatically charged on the displayed billing date on the billing section associated to Your Account on Our Site.
Renewal Term. Unless Talk to a Dentist is notified in writing at least five business (5) days before the end of the conclusion of Your current Subscription Term (or any subsequent Renewal Term) that You do not intend to renew Your subscription, You will be enrolled into an automatic renewing cycle for the same term at the conclusion of the Subscription Term (the “Renewal Term”). This applies to all Subscription Plans involving payment, and works the same for both monthly and annual renewals. Any written notice of Your intention not to renew shall be provided to the following email address: info@talktoadentist.co.uk .The email must come from the registered Talk to a Dentist Account owner.
In no event shall Talk to a Dentist, its owners, suppliers or any of their respective owners, directors, employees, contractors and/or agents be liable to You or any Third Party for any direct, indirect, special, exemplary, punitive or other consequential or incidental damages (including but not limited to any lost profits or revenue, interruption, loss of programs or other information, or any other pecuniary loss) arising directly or indirectly from (i) Your use of or access to the Site and/or Services, or any content, products or services distributed on or provided through the Site and/or Services, (ii) for any failure or interruption of the Site and/or Services; whether arising out of errors, omissions, loss of Data, defects, viruses, interruptions or delays in operations or transmission or any other cause, whether based on warranty, contract, tort (including negligence) or any other legal theory, even if Talk to a Dentist or its suppliers have been expressly advised of the possibility of such damages.
The CLIENT expressly acknowledge and accept that Talk to a Dentist does not provide any archiving or backup services, and may delete Data that is no longer in use and exceeds the timeframes stipulated in the applicable Subscription Plan (three working days). Talk to a Dentist expressly disclaims all obligations with respect to archiving, storage and backup of Data.
You use the Internet solely at Your own risk and subject to all applicable local, state, national, and international laws and regulations. While Talk to a Dentist has endeavored to create secure and reliable Site and Services, Talk to a Dentist is not responsible for the security of any information outside of its control. Talk to a Dentist shall have no liability for interruptions or omissions in Internet, network or hosting services. You assume the sole and complete risk of using the Services.
You hereby declare that You are aware that as a result of the global nature of the Internet and World Wide Web, the Site and/or Services are available online and may generally be accessible from anywhere in the world at any time. Access to the Site and/or Services may not be legal by certain persons or in certain jurisdictions. Access to and use of the Site and/or the Services are at Your own risk and You shall be responsible for compliance with the laws of Your jurisdiction and any jurisdiction in respect of which You use the Site and/or Services. You agree to comply with all local rules regarding online conduct and acceptable content in any generated content
Intellectual Property Rights
In so far as it is necessary to support the scope of this Agreement the COMPANY grants to the CLIENT an irrevocable, worldwide, royalty free licence (without right to sub-licence) to use the services provided under this Agreement and to utilise the intellectual property rights of the COMPANY which are the subject of this Agreement for the duration of this Agreement.
The COMPANY shall save, indemnify and hold harmless the CLIENT from all claims for any alleged infringement of any intellectual property rights arising out of or in connection with the performance of the obligations of the COMPANY under this Agreement.
The CLIENT shall save, indemnify and hold harmless the COMPANY from all claims for any alleged infringement of any intellectual property rights arising out of or in connection with the performance of the obligations of the CLIENT under this Agreement.
General Legal Provisions
This Agreement shall be construed and take effect in accordance with English Law and shall be subject to the jurisdiction of the English Courts. Any dispute between the PARTIES which cannot be resolved by negotiation shall be determined in the English Courts.
The Parties intend that no provisions of this Agreement shall by virtue of the Contracts (Rights of Third Parties) Act 1999 confer any benefit on, nor be enforceable by any person who is not a PARTY to this Agreement.
The COMPANY confirms that in the handling of CLIENT information in providing the services under this Agreement it shall utilise in-house processing procedures which are in accordance with the Data Protection Act 1998 and the General Data Protection Regulations (GDPR).
The CLIENT confirms that the COMPANY may share information with the following third parties in order to set up and manage the requested services.
Service Responsibility
The COMPANY shall use its best endeavours to provide support services within forty eight (48) hours of being notified of an issue.
It is the responsibility of the CLIENT to promptly notify the COMPANY of any events/ incidents that could impact the Services defined within this Agreement and/or any supplemental service requirements, and for the COMPANY to respond in a timely manner.
Should the CLIENT require Technical Support they will notify the COMPANY via email to in order to discuss the issue.
The CLIENT accepts that in some circumstances the COMPANY may require remote access to the CLIENT computer systems to help set up, review or fix any technical issues the CLIENT may encounter.
How to Contact Technical Support
Email: Support@TalktoaDentist.co.uk
Please do not send emails to help@talktoadentist.com as this email address is only used for transferring user data to the CLIENT and is not checked for email.
Things to do Before Contacting Support
Prior to contacting support please ensure that you have the following details and complete information:
- Your name and location and where and how to contact you in case of a problem
- A description of the problem
- Any error messages and what you were doing at the time the problem occurred
Things to do Before Contacting Support
By agreeing to this Agreement the PARTIES agree to the Terms of Service as detailed above