PLATFORM TERMS AND CONDITIONS

Please read these Platform Terms and Conditions (the “Terms”) carefully. They apply to every access to and use of the Platform. By accepting these Terms at registration, by signing, submitting or accepting an Order, by activating or using a Tenant or a Virtual Practice, by purchasing, receiving or consuming Credits, by taking a Device Service, by granting access to an Authorised User, or by otherwise accessing or using the Platform in any way, the Customer agrees to be bound by these Terms and acknowledges the Privacy Policy. If the Customer does not agree, it must not use the Platform. Upon acceptance, these Terms, together with the Annexes and each Order, form the Agreement between the Customer and the Digital Trader.

The body of these Terms is concluded with businesses and with persons acting in the course of a profession, and is not a consumer contract. Patients do not accept these Terms: where a Patient purchases Credits or uses a Virtual Practice in their own name, that relationship is governed by the Patient Terms in Annex 4, which are published separately on the Portal and accepted by the Patient.

Part I — General

1. Definitions

In these Terms, the following capitalised terms have the meanings set out below and are used with those meanings throughout the Agreement, including in the Annexes and in the Privacy Policy where stated:

• –“Agreement” means these Terms, the Annexes, each Order accepted by the Digital Trader, and the Documentation, together forming the entire agreement between the Parties in relation to the Platform.
• –“AI Output” means any analysis, finding, annotation, score, design proposal, draft, summary, transcript, conversational response, educational material or other content generated by or through artificial-intelligence functionality within the Platform, whether or not it incorporates content curated by or for the Technology Provider or the Digital Trader.
• –“Annex” means Annex 1 (Data Processing Agreement), Annex 2 (Service Levels and Support), Annex 3 (Module-Specific Terms) and Annex 4 (Patient Terms), each of which forms an integral part of the Agreement.
• –“Application Programming Interface” means the authenticated programmatic interfaces which the Technology Provider makes available for the Platform, as described in the Documentation.
• –“Authorised User” means a natural person authorised by the Customer to access the Platform under a Tenant, being a member of the personnel of the Customer or of an Operator, or a contractor bound by obligations no less protective than those in the Agreement, to whom Credentials and a role have been assigned.
• –“Clinic Content” means the Operator’s own texts, protocols, price lists, opening hours, consent templates, branding, educational materials and other content which it configures or uploads for use in its Virtual Practice.
• –“Core Platform Layer” means the multi-tenant engine of the Platform and its generic platform services, including the control plane, tenant provisioning and isolation, identity and access management, the orchestration layer, the metering and settlement system and the Credit Book, together with the software, models, interfaces, know-how and documentation belonging to that layer. The Core Platform Layer is owned by the Technology Provider and is used by the Digital Trader under licence.
• –“Credentials” means the login credentials, keys and authentication factors issued to or created by an Authorised User or for a Tenant, including keys for the Application Programming Interface.
• –“Credit” means a prepaid unit of account which entitles its holder to consume metered functionality of the Platform in accordance with the Rate Card, and “Credits” means them collectively. A Credit is a unit of technology consumption; it never purchases healthcare, which is provided by the Operator under its own licence.
• –“Credit Book” means the append-only record maintained by the Credit System Administrator of the issue, sale, grant, consumption, expiry, adjustment, redemption and refund of Credits.
• –“Credit System Administrator” means the Technology Provider acting in its capacity as the sole issuer of Credits and the operator of the credit and settlement system of the Platform, which maintains the Credit Book and sets the parameters of the credit economy, including the Rate Card, the size and allocation of Welcome Allocations, the identity-verification rules and the rules on expiry and Redemption.
• –“Customer” (also “you”) means the legal entity or the natural person acting in the course of a profession which enters into an Order and which is the Digital Trader’s contracting party. The Customer is an Operator, or the entity which procures the Platform for one or more Operators within its group, as stated in the Order.
• –“Customer Data” means all data, content and materials which the Customer, an Operator or an Authorised User uploads to, generates in, or transmits through the Platform, including Patient Data, Clinic Content and configuration data, but excluding the Platform itself, the Documentation and the models, rules and reference content of the Technology Provider and of the Digital Trader.
• –“Data Processing Agreement” means Annex 1, which governs the processing of personal data on behalf of the Customer and of each Operator.
• –“Data Protection Law” means Federal Decree-Law No. 45 of 2021 Concerning the Protection of Personal Data of the United Arab Emirates, as amended from time to time, together with any other data-protection legislation applicable to the processing of personal data under the Agreement, including, where it applies, Regulation (EU) 2016/679 (the General Data Protection Regulation).
• –“Dental Layer” means the dental-specific layer of the Platform, including the dental knowledge base and its configuration, the clinical and administrative workflows of the Modules, the module-specific content, templates, prompts and rules, the bespoke development commissioned and paid for by the Digital Trader, the software which operates the Devices in conjunction with the Platform, and the DENTARA name, logos and brand elements and the domain dentarai.com. The Dental Layer is owned by the Digital Trader.
• –“Design Output” means a digital design file or manufacturing output generated through Module 1, including a proposed restoration geometry and any file exported for computer-aided design and manufacturing, three-dimensional printing or milling.
• –“Device” means an item of hardware which the Digital Trader makes available to an Operator for use with the Platform, in particular an intraoral or clinical camera with artificial-intelligence capture functionality, together with its accessories, firmware and documentation.
• –“Device Service” means the provision of one or more Devices to an Operator for use with the Platform on the terms stated in the Order, which may provide for ownership of a Device to transfer to the Customer at the end of a stated period. No rental is charged for a Device as such. The consideration for the Device Service is the Operator’s consumption of Credits arising from the use of the Device, as governed by Article 15 and by the Order.
• –“Digital Trader” means DENTARA STRATEGIES - FZCO, a free zone company incorporated under the regulations of the Dubai Integrated Economic Zones Authority, licence number 74464, registered at IFZA Business Park, Building A1, Dubai Digital Park, Dubai Silicon Oasis, PO Box 342001, Dubai, United Arab Emirates, Tax Registration Number 105265671500001. The Digital Trader is the digital trader within the meaning of the Modern Technology-Based Trade Law, owns the Dental Layer, markets and sells access to the Platform, Credits and the Device Service in its own name and on its own account, acts as the merchant of record for all Orders and for all purchases of Credits by Operators and by Patients, and is the Customer’s contracting party under the Agreement.
• –“Documentation” means the technical and functional documentation, user guides, administrator guides, security documentation, the Rate Card and the interface descriptions made available for the Platform through the Portal, as updated from time to time.
• –“Earned Pool” means the balance of Credits accrued to an Operator out of Markups, held in the Credit Book and dealt with in accordance with Article 10.
• –“Electronic Transactions Law” means Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services of the United Arab Emirates, as amended from time to time.
• –“Fees” means all amounts payable by the Customer under an Order, including Subscription fees, the price of Credits, any minimum consumption or replacement value payable in respect of a Device, fees for professional services, training and workshops, and any other charges stated in an Order or in the Rate Card.
• –“Markup” means the amount in Credits which an Operator adds to the Technology Price of a Usage Event, as its own consideration for its knowledge base, its name and its time. The Operator sets its Markup itself and is free in that choice.
• –“Modern Technology-Based Trade Law” means Federal Decree-Law No. 14 of 2023 Concerning the Modern Technology-Based Trade of the United Arab Emirates, as amended from time to time.
• –“Module” means a functional component of the Platform which is licensed for access separately, as described in Annex 3, and “Modules” means all of them collectively.
• –“Operator” means a provider of healthcare which operates a Virtual Practice on the Platform under its own licence, whether an individual practitioner in independent practice, a partnership or group practice, a clinic, a polyclinic, an outpatient or specialist practice, a hospital, a dental laboratory, or a chain or network of any of them, as identified in the Order. The Operator provides healthcare in its own name, under its own licence and on its own responsibility, in the place and jurisdiction in which it is licensed.
• –“Operator Grant” means Credits which an Operator allocates free of charge to a Patient, funded out of the Operator’s Earned Pool or out of Credits which the Operator has purchased.
• –“Order” means an order form, online checkout, quotation countersigned by the Customer or other ordering document accepted by the Digital Trader, which identifies the Customer, each Operator and Virtual Practice, the Modules, the Plan, the Subscription Term, the Credit allocation, any Device Service together with the matters which Article 15 states are set in the Order, the credit-economy mechanisms enabled, and the Fees.
• –“Patient” means a natural person who is a patient or a prospective patient of an Operator and who uses that Operator’s Virtual Practice, whether or not that person purchases Credits.
• –“Patient Data” means personal data relating to Patients which are processed through the Platform, including intraoral scans, radiographs and other images, images captured by a Device, clinical notes, appointment and contact data, voice recordings and transcripts, education records and consent records.
• –“Patient Terms” means Annex 4, being the terms on which a Patient uses a Virtual Practice and purchases Credits from the Digital Trader.
• –“Plan” means the commercial package of Modules, entitlements, usage allowances, Device Service, service levels and support stated in the Order.
• –“Platform” (also the “Service”) means the DENTARA multi-tenant cloud platform made available as a service through the Portal, the Application Programming Interface and any client applications provided for that purpose, comprising the Core Platform Layer and the Dental Layer, including all Modules to which the Customer has subscribed, the software which operates a Device, and the Documentation.
• –“Portal” means the website and the administration interface available at dentarai.com and any successor or related web property through which the Platform is made available, Orders are placed and Credits are purchased.
• –“Rate Card” means the schedule of Technology Prices and of prices for Credits, published in the Portal at dentarai.com/ratecard and forming part of the Documentation, as amended in accordance with Article 8.
• –“Recoupment” means the priority allocation, described in Article 9, of Markups towards the nominal value of the Welcome Allocations actually consumed in a Virtual Practice.
• –“Redemption” means the payment in money of an Operator’s Earned Pool in accordance with Article 10.
• –“Referral Credit” means Credits allocated to a Patient who has referred another Patient, in accordance with Article 11.
• –“Settlement Report” means the periodic report of the Credit System Administrator showing consumption, the state of Recoupment, the Earned Pool and the performance of the mechanisms enabled for a Virtual Practice.
• –“Sub-processor” means a processor engaged by the Technology Provider to process Patient Data or other personal data on behalf of the Customer or an Operator, as described in the Data Processing Agreement.
• –“Subscription” means the right to access the Modules stated in the Order during the Subscription Term, against payment of the Fees.
• –“Subscription Term” means the initial term stated in the Order and each renewal term determined in accordance with Article 26.
• –“Supplier” means a third party whose goods or services are presented or referred to a Patient through the Platform and which pays a Supplier Commission to the Digital Trader.
• –“Supplier Commission” means the commission payable by a Supplier to the Digital Trader on a purchase actually made by a Patient following a referral through the Platform, as governed by Article 11.
• –“Technology Price” means the number of Credits consumed by a given metered unit of a Module, as published in the Rate Card. The Technology Price is set by the Credit System Administrator and is the consideration for the technical performance of the Usage Event.
• –“Technology Provider” means Rahadu – F.Z.C, a free zone company incorporated under the Ajman Free Zone regulations, licence and registration number 36978, registered at Ajman Free Zone C1 Building, Ajman, United Arab Emirates. The Technology Provider owns the Core Platform Layer, operates the Platform, acts as the Credit System Administrator, and acts as processor in respect of Patient Data and other personal data processed on behalf of the Customer and of each Operator.
• –“Tenant” means the logically isolated instance of the Platform within which a Virtual Practice runs and in which its data, users, roles and configuration are held.
• –“Treating Clinician” means the dentist, dental specialist, dental technician or other qualified healthcare professional of an Operator who is responsible, under the law applicable to that Operator, for the clinical decision, the treatment, the prosthetic work or the record to which AI Output relates.
• –“Usage Event” means a metered action of the Platform which results in the debit of Credits, such as a processed scan, an image captured or processed through a Device, an analysed radiograph, a minute of voice interaction, a set of language-model requests, a generated document or a unit of stored data.
• –“Value Added Tax” means the tax imposed by Federal Decree-Law No. 8 of 2017 on Value Added Tax of the United Arab Emirates and any equivalent turnover or consumption tax imposed in another jurisdiction.
• –“Virtual Practice” means the Operator’s own patient-facing instance of the Platform, being the digital extension of its practice: its configuration, knowledge base, Clinic Content, enabled Modules, patient-facing channels and records, running within a Tenant. A Virtual Practice is not a provider of healthcare and does not itself hold any licence; it is the technology through which the Operator serves its own patients.
• –“Welcome Allocation” means Credits allocated free of charge by the Credit System Administrator to a verified new Patient of a Virtual Practice, at the expense of the Platform, in accordance with Article 9.

2. The Parties; Contracting Structure; Ownership of the Platform

The Customer’s contract for access to the Platform is concluded with the Digital Trader. The Digital Trader markets, distributes and commercialises the Platform in its own name, on its own account and at its own risk, sells Credits and provides the Device Service, acts as the merchant of record for all Orders and for all purchases of Credits, whether by an Operator or by a Patient, and is responsible for billing, invoicing, support and the handling of complaints and refunds.

The Technology Provider owns the Core Platform Layer and operates the Platform, and acts as the Credit System Administrator. It licenses the Core Platform Layer to the Digital Trader for the purpose of making the Platform available under the DENTARA brand. The Technology Provider is not the seller of Subscriptions, Credits or Devices; however, the provisions of the Agreement concerning intellectual property, the right of access granted to the Customer, acceptable use, security, Credits and the Credit Book, and the processing of Customer Data and Patient Data are expressed to be for the benefit of the Technology Provider, and the Technology Provider may rely on and enforce those provisions directly.

Issue and sale of Credits are separate. Credits are issued exclusively by the Credit System Administrator, which alone maintains the Credit Book. Credits are sold exclusively by the Digital Trader, as merchant of record. A purchase of Credits, whether by an Operator or by a Patient, is a purchase from the Digital Trader; the corresponding Credits are issued and recorded by the Credit System Administrator in the Credit Book.

Allocation of ownership. The Core Platform Layer belongs to the Technology Provider. The Dental Layer, including the dental knowledge base, the workflows of the Modules, the software which operates the Devices in conjunction with the Platform, and the DENTARA brand and domain, belongs to the Digital Trader. Title to each Device remains with the Digital Trader. Article 19 sets out the consequences of that allocation. No allocation gives the Customer, an Operator or a Patient any right beyond the right of access in Article 20 and, in the case of a Device, the right of possession in Article 15.

No provider of healthcare. Neither the Digital Trader nor the Technology Provider provides healthcare, holds itself out as a provider of healthcare, or acts as the employer, principal or supervisor of any Treating Clinician. Healthcare is provided exclusively by the Operator, in its own name and under its own licence.

Change of role holder. Where the Digital Trader notifies the Customer in accordance with Article 33 that another entity assumes the role of Digital Trader, of Technology Provider or of Credit System Administrator, the provisions of the Agreement allocating rights and obligations to that role apply to that entity from the date stated in the notice, and the Agreement otherwise continues unchanged.

Contact details of the Digital Trader: dentaraisupport@gmail.com and dentarai@dentarai.com, DENTARA STRATEGIES - FZCO, IFZA Business Park, Building A1, Dubai Digital Park, Dubai Silicon Oasis, PO Box 342001, Dubai, United Arab Emirates.

Contact details of the Technology Provider: Rahadu – F.Z.C, Ajman Free Zone C1 Building, Ajman, United Arab Emirates, electronic mail rahadu@rahadu.ae. Support and data-protection requests may be addressed in the first instance to dentaraisupport@gmail.com and dentarai@dentarai.com, which are routed to the responsible entity.

3. Scope of These Terms; Who Contracts With Whom

The body of these Terms governs the relationship between the Digital Trader and the Customer, and through the Customer the operation of each Virtual Practice by its Operator. It is a business-to-business agreement. No provision of the body of these Terms is intended to create rights or obligations for a Patient.

The Patient relationship. A Patient uses a Virtual Practice, and may purchase Credits, on the Patient Terms in Annex 4, which are concluded between the Patient and the Digital Trader and are published separately on the Portal for acceptance by the Patient. The Operator is not a party to the Patient Terms and does not sell Credits. Where the Patient Terms and the body of these Terms differ, the Patient Terms govern the Digital Trader’s relationship with the Patient and the body of these Terms governs the Digital Trader’s relationship with the Customer.

The Operator’s own relationship with its patients. The clinical relationship between an Operator and its patients, including the contract for treatment, the Operator’s own terms of business and price list, its own privacy notice, informed consent, professional confidentiality and the keeping of patient records, is separate from the Agreement and is the sole responsibility of the Operator. The Operator must make its own relationship with its patients clear to them and must not present the Platform, the Digital Trader or the Technology Provider as the provider of care.

Which mechanisms apply. The credit-economy mechanisms described in Articles 9, 10 and 11, namely the Markup, the Welcome Allocation, the Operator Grant, Recoupment, the Earned Pool, Redemption, the Patient Referral, the professional Override and the Supplier Commission, form part of the Agreement and apply to a Virtual Practice from the date on which they are enabled for it in the Order or in the configuration of the Tenant. Until a mechanism is enabled for a Virtual Practice, it does not operate in that Virtual Practice and gives rise to no right or obligation in respect of it. Where no mechanism is enabled, the Operator purchases Credits and consumes them against the Technology Price, and no Patient purchases Credits.

4. Eligibility; Professional Status of the Operator

The Customer and each Operator must be a legal entity or a natural person acting in the course of a business or profession. The body of these Terms is not offered to, and must not be accepted by, a consumer.

By placing an Order, the Customer represents and warrants that, for itself and for each Operator identified in the Order: (a) it acts in the course of its business or profession and not as a consumer; (b) each Operator holds every licence, registration, authorisation and professional insurance required to provide healthcare in each place and jurisdiction in which it operates a Virtual Practice, including any healthcare-establishment, practice or practitioner licence, and each Treating Clinician is qualified and licensed for the acts they perform; (c) the person accepting these Terms or placing the Order is authorised to bind the Customer and each Operator concerned; and (d) the information provided, including the identity of each Operator, its place of establishment and its tax identifiers, is complete and accurate.

The Customer must notify the Digital Trader without undue delay if an Operator ceases to hold a licence or authorisation required under paragraph (b), or if it becomes subject to a restriction, suspension or disciplinary measure which affects its ability to operate a Virtual Practice.

The Digital Trader may require evidence of a trade licence, professional registration, tax registration and place of establishment before or after activation of a Tenant, and may refuse an Order, suspend a Virtual Practice or terminate the Agreement where such evidence is not provided, is inaccurate, or ceases to be valid.

5. Tenant, Virtual Practice, Accounts and Authorised Users

Upon acceptance of an Order the Technology Provider activates a Tenant for each Virtual Practice stated in the Order. Each Virtual Practice has one Operator, identified in the Order, which holds the licence for the place of care and is responsible for the clinical content and conduct of that Virtual Practice. A single Customer may operate several Virtual Practices, in which case the Order identifies each Operator, each place of care and the Modules enabled for each.

The data, users, roles and configuration of a Virtual Practice are held within its Tenant and are logically isolated from those of other tenants, in accordance with the security measures described in the Data Processing Agreement. Data are not shared between Virtual Practices unless the Customer expressly configures such sharing and has a lawful basis for it.

The Customer administers Authorised Users through the roles available in the Platform, which distinguish at least administrator, clinician, staff and auditor access. The Customer is responsible for assigning roles on a least-privilege basis, for promptly removing the access of persons who cease to be entitled to it, and for reviewing its user list at reasonable intervals. Access to a Virtual Practice must be limited to persons acting for its Operator.

Credentials are personal to each Authorised User and must not be shared, transferred or used by more than one person. The Customer is responsible for all activity carried out under its Tenants and through its Credentials, whether or not authorised by it, except to the extent the activity results from a failure of the Platform attributable to the Technology Provider. The Customer must enable and maintain the authentication measures required in the Documentation, including multi-factor authentication for administrator roles, and must notify the Digital Trader without undue delay upon becoming aware of any unauthorised use of Credentials, of a Tenant or of a Device.

Where the Order states a maximum number of Virtual Practices, Authorised Users, seats, places of care or connected Devices, the Customer must not exceed it. The Digital Trader may verify usage through the Platform’s own records and may invoice any excess at the rates stated in the Rate Card.

6. Orders, Plans and the Subscription

The presentation of Plans, Modules, Credits and the Device Service in the Portal constitutes an invitation to make an offer. By completing an Order the Customer makes a binding offer, and the Agreement in respect of that Order is concluded upon the Digital Trader’s order confirmation or, if earlier, upon activation of a Tenant, of a Module or of a Device Service. The essential terms of the Order, being the Operators and Virtual Practices, the Modules, the Plan, the Subscription Term, the Credit allocation, any Device Service, the mechanisms enabled under Article 3 and the Fees, are stated in the Order and confirmed in the order confirmation.

Terms contained in the Customer’s purchase order, supplier portal, vendor questionnaire or other Customer document are excluded and do not form part of the Agreement, even if the Digital Trader accepts or performs against such a document, unless the Digital Trader expressly agrees to them in writing with reference to this Article.

Where a Module, feature or environment is designated as a trial, pilot, evaluation, preview or beta, it is provided free of charge or at a reduced fee, may be modified or withdrawn at any time, is excluded from the service levels in Annex 2, and is provided without warranty of any kind. It must not be used in live patient care unless the Documentation expressly states that it is suitable for that purpose.

Part II — Credits and the Credit Economy

7. Credits: Nature, Issue and Sale

Nature. Credits are prepaid units of account which entitle their holder to consume metered functionality of the Platform. Credits are not money, electronic money, a stored-value facility, a payment instrument, a deposit or a security, do not bear interest, and cannot be exchanged for cash except by way of Redemption of an Operator’s Earned Pool under Article 10. Credits confer no right to any particular underlying model, provider, infrastructure or level of performance. A Credit is consideration for the use of technology and never for the provision of healthcare.

Sole issuer. Credits are issued exclusively by the Credit System Administrator, which alone maintains the Credit Book. Every issue, sale, grant, consumption, expiry, adjustment, redemption and refund of a Credit is recorded in the Credit Book.

Sale. Credits are sold exclusively by the Digital Trader as merchant of record. An Operator purchases Credits through the Portal or under an Order. Where the mechanism is enabled for a Virtual Practice, a Patient purchases Credits through the Portal on the Patient Terms. In both cases the seller is the Digital Trader and the issuer is the Credit System Administrator.

Uniform price. The price of a Credit is uniform for all purchasers. Credits are not sold at volume discounts and no bonus Credits are issued; commercial terms are expressed in the Plan and in the Rate Card, and not in a preferential price for a Credit. The origin of a Credit, whether a purchase, a Welcome Allocation, an Operator Grant, a Referral Credit or a cashback, is an attribute recorded in the Credit Book for evidential purposes and does not create a separate class of Credit.

Holding and transfer. Credits are held in the wallet of the Operator or of the Patient to which they were credited and are consumable only within the Platform. They are not transferable between holders, except that an Operator may make an Operator Grant to a Patient of its own Virtual Practice under Article 9. Credits held by a Patient are not redeemable for money in any circumstances.

Float. Credits which have been paid for and not yet consumed are held as a liability of the Digital Trader, which sells them, and are not treated as its revenue until the corresponding Usage Event occurs. The Credit Book records, for the operational purposes of the Credit System Administrator, which Credits are backed by money received and which were issued at the expense of the Platform; that distinction is an indicator and does not create a class of Credit.

Expiry. Credits allocated free of charge, being a Welcome Allocation, an Operator Grant, a Referral Credit and any Credits granted as cashback or as a service credit, expire on the date stated when they are allocated and are forfeited on expiry. Credits included in a Plan, or allocated in connection with a Device, expire at the end of the period for which they are provided, as stated in the Order, and do not carry forward unless the Order provides otherwise. Credits which have been purchased do not expire.

No conversion into money. Credits are never converted into money. Purchased Credits are not refunded, whether on the closure of an account, on the expiry or termination of the Subscription or otherwise, except where the Agreement expressly provides a refund as a remedy for an act or omission of the Digital Trader, and except where the mandatory law applicable to a Patient requires otherwise. The balance of purchased Credits survives the expiry or termination of the Subscription: it remains recorded in the Credit Book, is not forfeited, and becomes available again if the holder resumes use of the Platform.

Dormant balances. Where the holder of a balance of purchased Credits has not used the Platform for the period stated in the Documentation, and does not respond to a notice sent to the contact details on the account, the Credit System Administrator may close the balance in the Credit Book, to the extent the applicable law permits. The period is not shorter than twenty-four (24) months and the notice is given at least sixty (60) days in advance.

Order of consumption. Credits which are subject to an earlier expiry date are consumed first; Credits with the same expiry are consumed in the order in which they were credited. In a Patient’s wallet, a Welcome Allocation is therefore consumed before purchased Credits.

8. Metering, the Credit Book, the Technology Price and the Rate Card

Metering. Each Usage Event is metered in accordance with the Technology Price applicable at the time of the Usage Event and is posted to the Credit Book. The metered units are those described in the Rate Card and include, depending on the Module, processed scans and images, images captured or processed through a Device, analysed radiographs, minutes of voice interaction, units of language-model processing, generated documents and volumes of stored data. Debits are applied on an idempotent basis, so that a retried request is charged once.

No periodic closing. Each Usage Event produces a single entry in the Credit Book which records the allocation of the Credits consumed. Balances, the state of Recoupment and the Earned Pool are updated in real time and are visible in the Portal; there is no batch settlement and no closing run.

The Technology Price. The Technology Price is set by the Credit System Administrator by the Rate Card, is independent of the pricing of any Operator, and reflects the cost to the Platform of performing the Usage Event together with its margin. The Technology Price is realised as revenue of the Platform at the moment of consumption of a Credit which has been paid for.

Parameters of the system. The Rate Card, the size and allocation of Welcome Allocations, the identity-verification rules, and the rules on Redemption and expiry are parameters of the system, set by the Credit System Administrator, and are amended as system settings rather than by amendment of the Agreement, subject to the notice rules in this Article. The Agreement defines the mechanism; the Rate Card and the parameters hold the figures.

Changes to the Rate Card. The Digital Trader may amend the Rate Card on thirty (30) days’ prior notice. Where an amendment increases a Technology Price, Credits which were purchased before the notice continue to be consumed at the Technology Prices in force before the amendment, for six (6) months from the date on which the amendment takes effect; no amount is refunded. Technology Prices may reflect changes in the cost of the underlying models, providers and infrastructure.

Balance, budgets and controls. The Platform provides a real-time view of the Credit balance and consumption of each Virtual Practice, together with budget, alert and rate-limit controls. The Customer is responsible for configuring and monitoring those controls. Where a balance is exhausted, metered functionality is suspended for the wallet concerned until it is replenished; functionality which is not metered continues to be available. Automatic replenishment may be enabled at the amount and threshold configured by the Customer.

Records and disputes. The Credit Book and the usage records of the Platform are the record of consumption and are conclusive evidence of it, save in the case of manifest error or where a defect in metering is demonstrated. A consumption record may be disputed by written notice within thirty (30) days of the Settlement Report or invoice in which it appears, failing which it is deemed accepted. Where a dispute is upheld, the Credit System Administrator credits the Credits concerned in the Credit Book.

9. Markup, Welcome Allocation, Operator Grant and Recoupment

Composition of the price of a Usage Event. Where the consumption is funded by a Patient, the price of a Usage Event consists of the Technology Price, which is the consideration of the Platform, and the Markup, which the Operator sets itself and which is the consideration of the Operator for its knowledge base, its name and its time. The Patient sees only the total, and is shown it before the Usage Event is performed. Where the consumption is funded by the Operator itself, no Markup arises and the Operator bears the Technology Price only.

The Markup is the Operator’s own. The Operator alone decides the amount of its Markup, for each Module and each metered unit, and neither the Digital Trader nor the Credit System Administrator sets, approves or limits it. The Operator is responsible for its own pricing, for making its prices transparent to its Patients before a Usage Event is performed, and for compliance with the rules on pricing, price lists and the advertising of healthcare which apply to it.

No share of any healthcare fee. Neither the Digital Trader nor the Technology Provider takes any commission, percentage or other share of any fee which an Operator charges for healthcare. The Operator earns by setting its own Markup above the Technology Price of the technology it consumes, in the same way as a purchaser who resells at its own margin.

Welcome Allocation. The Credit System Administrator may credit a verified new Patient of a Virtual Practice with a Welcome Allocation, at the expense of the Platform. The Operator pays nothing for it. A Welcome Allocation is issued only on the registration of a Patient whom the Credit System Administrator has verified as new across the whole Platform, applying its identity-deduplication rules; an invitation issued by an Operator, including by a personalised code, is an invitation only, and the allocation is made by the Credit System Administrator.

Welcome Allocation is not an entitlement. The volume and frequency of Welcome Allocations to a Virtual Practice are governed by the Credit System Administrator by reference to a single criterion, namely the rate at which the Patients of that Virtual Practice go on to purchase Credits. A Virtual Practice with a good conversion rate continues to receive allocations irrespective of how its Operator deals with its Earned Pool, and Redemption does not reduce them. Allocations to a Virtual Practice with a poor conversion rate may be reduced or discontinued, in which case the Operator may fund acquisition from its own Earned Pool if it chooses.

Operator Grant. An Operator may allocate Credits free of charge to a Patient of its own Virtual Practice, funded out of its Earned Pool or out of Credits it has purchased. An Operator Grant is a movement within the Credit Book; it gives rise to no invoice and no movement of money, and confers no right of Redemption on the Patient.

Recoupment. The Markup component of each Usage Event funded by a Credit which has been paid for is applied first against the nominal value of the Welcome Allocations actually consumed in that Virtual Practice, and only once that value has been met does the Markup accrue to the Operator’s Earned Pool. Recoupment is maintained as a single consolidated account for the Virtual Practice; Markups from all paid consumption in that Virtual Practice contribute to it, without reference to any particular Patient, so that converting Patients also meet the allocations of Patients who did not convert. Welcome Credits which were never consumed, or which expired, are not counted.

Recoupment is not a debt. Recoupment is exclusively a priority allocation of future Markups and is without recourse. The Operator never becomes liable to pay any amount in respect of it, receives no invoice for it, an outstanding balance is neither a debt nor a receivable, and the risk that it is never met is borne in full by the Platform. The Operator’s exposure is limited to not earning.

Waterfall. The allocation of each Credit consumed is therefore, in order: first the Technology Price to the Platform, immediately and in every case; then the Markup to Recoupment, until the consolidated account for the Virtual Practice is met; then the Markup to the Operator’s Earned Pool. The Operator sees the state of Recoupment and of its Earned Pool in real time in the Portal, and the transition between them occurs automatically at the Usage Event which meets the account.

10. Earned Pool, Redemption and Self-Billing

The Earned Pool. Markups accrued to an Operator are held in Credits in its Earned Pool in the Credit Book. The Operator may deal with the Earned Pool in two ways: by recycling it, through Operator Grants to further Patients, or by requesting Redemption.

Recycling. Recycling is a movement within the Credit Book. It gives rise to no invoice, no tax document and no movement of money, and allows the acquisition loop of a Virtual Practice to be funded out of its own consumption.

Redemption. The Operator may request Redemption of all or part of its Earned Pool at any time. Redemption is not tied to any periodic cycle. Between the request and payment there is a short reconciliation window, used to verify the integrity of the underlying consumption. Redemption is available exclusively in respect of an Operator’s Earned Pool; Credits held by a Patient are not redeemable, and the circuit is otherwise closed.

Self-billing. Upon Redemption the Digital Trader issues a self-billing invoice in the name and on behalf of the Operator for the amount redeemed, and pays that amount to the Operator’s designated account. By accepting these Terms the Operator agrees to the issue of self-billing invoices in its name, agrees not to issue an invoice of its own for the same supply, and undertakes to notify the Digital Trader without undue delay of any change in its tax status, tax identifiers or bank details. The Operator remains responsible for the treatment of the redeemed amounts in its own accounting and for its own tax obligations in its own jurisdiction, including any Value Added Tax due on its supply.

Settlement Report. The Credit System Administrator makes available a periodic Settlement Report showing consumption, the state of Recoupment, the Earned Pool and the performance of the mechanisms enabled. The Settlement Report is the specification of performance and the basis for the Operator’s accounting; it is not a tax document.

Where money enters and leaves. Money enters the system when Credits are purchased, whether by an Operator or by a Patient, and leaves it on Redemption of an Operator’s Earned Pool and on a refund. Everything between those points, including Welcome Allocations, Operator Grants, Recoupment and the allocation of the price of a Usage Event, consists of entries in the Credit Book and gives rise to no movement of money and no tax document.

11. Referrals, Overrides and Supplier Commissions

General. This Article governs the referral mechanisms of the Platform. Each of them operates in a Virtual Practice only from the date on which it is enabled for that Virtual Practice under Article 3. No remuneration is payable under this Article for the mere act of recruiting a person; every entitlement is tied to consumption or to a purchase actually made.

Patient Referral. A Patient may pass a private referral link or code to another person. The referred person may receive Credits on registration. The referring Patient receives a Referral Credit exclusively at the moment of the referred person’s first purchase of Credits, and not on registration. A referral link must not disclose the identity of the referring Patient, nor the fact that they use the Platform or a Virtual Practice, to any third party. Discretion takes precedence over the reach of the mechanism, and the Digital Trader will withdraw or alter any referral feature which cannot meet that requirement.

Professional Referral and Override. An Operator may refer another Operator. Following the registration and activation of the referred Operator, the referring Operator receives an Override, being a share of the revenue actually generated by consumption of Credits in the referred Operator’s Virtual Practice. The Override is limited to one level of depth, is tied exclusively to real consumption, and is paid by the Digital Trader out of its own share. No remuneration is paid for the act of recruiting an Operator, and the mechanism is therefore a partner revenue share and not a multi-level recruitment scheme. The Override accrues in Credits to the referring Operator’s Earned Pool and is subject to Article 10. It may be suspended while the referred Operator’s account is suspended or in material breach, and it ceases when the referred Operator’s Subscription ends.

Supplier Commission. Where a Patient is referred to a Supplier through the Platform, whether from a listing or following a need identified in an interaction, and the Patient makes a purchase from that Supplier, the Supplier pays a Supplier Commission to the Digital Trader. The currency of this mechanism is money and not Credits.

Supplier Commission: who may receive it. A Supplier Commission is payable to the Digital Trader alone. No part of it is payable, directly or indirectly, to an Operator, to a Treating Clinician, to an Authorised User or to any other person involved in the clinical interaction, and no Operator or Treating Clinician may solicit or accept any payment, discount, rebate, gift or other benefit from a Supplier in connection with the Platform or with a referral made through it. The Customer must ensure that its Operators and their personnel comply with this paragraph and with the rules on inducements, fee-splitting and the advertising of healthcare which apply to them.

Supplier Commission: independence of content. A Supplier Commission must not influence the content, wording, order, ranking, prominence or substance of any interaction, recommendation, educational item or AI Output. The Platform does not vary clinical or educational content by reference to a Supplier Commission, does not favour a Supplier which pays a higher commission, and does not present a Supplier’s goods or services as clinically indicated. Any referral to a Supplier is identified as such to the Patient where required by the law applicable to that Patient, and in every case where the Digital Trader receives a commission on it.

Supplier Commission: cashback. A part of each Supplier Commission, as published by the Credit System Administrator, is returned to the Patient concerned as Credits. Trust is the principal asset of the Platform, and the return of part of the commission is the means by which the mechanism is kept consistent with that.

No offer and no warranty. A referral to a Supplier is not an offer to sell, a guarantee of a Supplier’s goods or services, their availability or their price, or an endorsement of them for any clinical purpose. A purchase from a Supplier is made under that Supplier’s own terms, and neither the Digital Trader nor the Technology Provider is a party to it.

Part III — Fees and Taxes

12. Fees, Taxes, Invoicing and Payment

The Fees are those stated in the Order and in the Rate Card. Unless expressly stated otherwise, all Fees are exclusive of Value Added Tax, sales tax, goods and services tax and any similar tax, which are added at the applicable rate and borne by the Customer.

The Customer must provide, and keep current, the information required to determine the place of supply and the correct tax treatment of the Order, including its legal name, address of establishment, business status and tax identifiers such as its Tax Registration Number or value added tax identification number. Where the supply is zero-rated, exempt or subject to a reverse charge in the Customer’s jurisdiction, the Customer must provide the confirmations and evidence required to substantiate that treatment, and indemnifies the Digital Trader against any tax, interest and penalty arising from information which proves to be incorrect or out of date.

Characterisation of the Fees; no withholding. The Parties acknowledge and agree that the Fees are consideration for the provision of a service, namely access to a multi-tenant cloud platform operated by the Technology Provider, and are not, and shall not be characterised as, royalties, licence fees for the use of or the right to use any copyright, patent, trademark, design, model, plan, secret formula or process, fees for the transfer of know-how, or fees for the alienation of any property right. No copy of the software, no source code, no model weights, no algorithm and no right to exploit, reproduce, adapt or commercialise any intellectual property of the Technology Provider are delivered, transferred or made available to the Customer, and the Customer’s rights are limited to the right of access set out in Article 20. All Fees are payable free and clear of, and without deduction or withholding for, any tax. If the Customer is required by law to make a deduction or withholding, the amount payable is increased so that the Digital Trader receives the amount it would have received had no deduction or withholding been required, and the Customer promptly provides the Digital Trader with the official receipts evidencing the payment of the tax withheld.

Invoices are issued electronically in accordance with the Modern Technology-Based Trade Law and with the electronic-invoicing requirements applicable to the Digital Trader, and are delivered to the billing address stated in the Order, together with a receipt for each payment transaction. Invoices and receipts are delivered by electronic means only; no paper invoice is issued.

Unless the Order states otherwise, Subscription fees are invoiced in advance for each billing period, Credits are payable in advance of their allocation, and all other Fees are payable within fourteen (14) days of the date of invoice. Payment is made through the payment methods offered in the Portal or by bank transfer as stated in the invoice; bank charges of the Customer’s bank and any intermediary bank are borne by the Customer. The Digital Trader does not store full payment-card data; card payments are processed by a payment service provider.

Amounts not paid when due bear interest at one per cent (1%) per month or the highest rate permitted by applicable law, whichever is lower, from the due date until payment. Where an amount remains unpaid for more than fourteen (14) days after a written reminder, the Digital Trader may suspend the Tenant or any Module in accordance with Article 25. The Customer may not set off, withhold or deduct any amount against the Fees except where the corresponding claim has been admitted in writing or established by a final decision of a competent court.

Unless the Order states otherwise, the Digital Trader may increase Subscription fees with effect from the start of each renewal term, on sixty (60) days’ prior notice. Where the Order fixes a fee for a stated period, or for as long as the Subscription remains active and continuous, that fee is not increased during that period; if the Subscription lapses, a new Subscription is concluded at the then-current price. If the Customer does not accept the increase, it may terminate the affected Subscription with effect from the end of the then-current Subscription Term by notice given before the increase takes effect.

Purchases by Patients. Where a Patient purchases Credits, the Digital Trader is the seller and merchant of record and is responsible for charging, collecting and remitting the taxes applicable to that purchase, and for issuing the receipt and the electronic invoice, in accordance with the Patient Terms. Those purchases are not Fees of the Customer, are not invoiced to the Customer, and do not form part of the Customer’s Order.

Devices. No rental is charged for a Device as such. Amounts payable in connection with a Device under Article 15, namely any one-time provisioning charge, any Subscription fee stated per Device, any early-termination amount and any replacement value on loss, damage or non-return, are invoiced under this Article.

Part IV — Use of the Platform

13. Nature of the Platform; No Medical Advice; Responsibility of the Treating Clinician

Intended purpose. The Platform is a workflow-support, informational and educational tool for dental practices and dental professionals and for the patients they treat. Its intended purpose is to support administrative and clinical workflows, to structure and present information, to generate drafts and proposals for review by qualified professionals, and to deliver educational content. The Platform is not intended for the diagnosis, prevention, monitoring, prediction, prognosis, treatment or alleviation of any disease, injury or disability, is not a medical device, and is not a substitute for the professional judgement of a qualified healthcare professional.

No medical advice. The Platform does not diagnose, does not prescribe, and does not recommend treatment. AI Output is generated by automated means, is provided for information and workflow purposes only, may be incomplete, inaccurate or unsuitable for a particular patient, and must never be presented to a patient or recorded in a patient record as a diagnosis, a clinical finding of the Customer, or medical advice.

Clinician in the loop. Every AI Output which is used in patient care must be reviewed, verified and approved by a Treating Clinician before it is relied upon, stored in the patient record, shared with a patient or a third party, or transmitted to manufacturing. The Treating Clinician remains the author of, and is solely responsible for, every clinical decision, treatment plan, prosthetic design, report, record and communication, irrespective of any AI Output which contributed to it. The Customer must not configure, modify or operate the Platform in a way which removes, bypasses or suppresses the review steps, acknowledgements, disclaimers or informational banners built into it.

Responsibility of the Customer. The Customer is solely responsible for the manner in which it deploys the Platform in its practice, for compliance with the professional, healthcare, medical-device, advertising, record-keeping and patient-rights rules applicable to it, and for ensuring that its Authorised Users are qualified and trained to use the Modules they access. Where the Customer modifies, re-labels, combines or markets the Platform or any AI Output in a way which gives it a medical purpose, or presents it as a medical device or as a diagnostic service, the Customer assumes the entirety of the resulting regulatory and legal responsibility.

No emergency service. The Platform is not an emergency, triage or after-hours medical service. Where a Module interacts with patients, it is configured to direct any person who describes an urgent or emergency situation to seek immediate care or to contact the Customer directly, and it must not be configured to do otherwise.

14. Modules

The Modules to which the Customer has access are stated in the Order. The functional description, the specific obligations of the Customer and the specific limitations applicable to each Module are set out in Annex 3, which forms part of the Agreement. Where Annex 3 conflicts with the body of these Terms in respect of a particular Module, Annex 3 prevails for that Module.

The Technology Provider may add Modules and features, and may deprecate or withdraw a Module or feature in accordance with Article 22. Access to a Module may require an active Subscription to another Module, a minimum Plan, a technical prerequisite or a separate acceptance of module-specific conditions, as stated in the Order or in the Documentation.

15. Device Service

What the Device Service is. Where the Order so provides, the Digital Trader makes one or more Devices available to an Operator for use with the Platform. A Device is in particular an intraoral or clinical camera with artificial-intelligence capture functionality, supplied with its accessories, firmware and documentation. The Operator has the service and uses it as it sees fit; what it consumes through a Device is metered in Credits in the ordinary way.

Consideration. No rental is charged for a Device as such. The consideration for the Device Service is that stated in the Order, which may comprise a one-time provisioning charge covering supply, shipping and onboarding, a periodic Subscription fee which the Order may state per Device, and the consumption of Credits arising from use. The Technology Prices which apply to Usage Events originating from a Device, and the number of Credits which each metered unit consumes, are those stated in the Rate Card, published in the Portal at dentarai.com/ratecard. No minimum level of consumption applies unless the Order expressly provides for one.

Credits included with a Device. Where the Order provides for an allocation of Credits in connection with a Device, those Credits are allocated for each period stated in the Order, expire at the end of that period and do not carry forward unless the Order provides otherwise.

Minimum term. Where the Order states a minimum term for a Device Service, the Customer may not terminate it for convenience before the end of that term. Where the Device Service ends before the end of the minimum term for a reason other than the Digital Trader’s material breach, the amount stated in the Order for that event becomes due, being either the fees remaining for the minimum term or a single early-termination amount reflecting the part of the cost of the Device which has not yet been recovered.

Title before transfer. Until ownership transfers under this Article, title to each Device remains with the Digital Trader. The Operator receives possession and a right to use the Device at the place of care stated in the Order. During that period the Operator must not sell, transfer, lease, sublease, lend, pledge, charge or otherwise encumber a Device, must not allow any person other than its Authorised Users to use it, must not remove or alter any label, serial number or marking, and must not permit any lien to attach to it. Where a Device is at risk of seizure or of being treated as an asset of the Operator, the Operator must notify the Digital Trader without undue delay and take reasonable steps to make the Digital Trader’s title known.

Transfer of ownership. Where the Order so provides, ownership of a Device transfers to the Customer at the end of the period stated in the Order, without further payment, provided that the minimum term has been completed and all amounts due under the Agreement have been paid. Ownership does not transfer where the Device Service ends before the end of the minimum term. On transfer, title passes in the Device as it then stands; the restrictions in the preceding paragraph cease to apply; the obligations of the Digital Trader in respect of maintenance, replacement and warranty end, except to the extent the Order provides otherwise; and the obligation to return the Device falls away.

Use after transfer. An owned Device continues to function on its own for the purposes which do not require the Platform. Functions which require the Platform, including the generation of AI Output from what the Device captures, require available Credits or an active Subscription, and are available after the end of the paid term only to the extent and for the period the Order provides. Where the Order provides for a period of continued access after the paid term, the Digital Trader maintains that access for that period; outside it, Article 20 applies.

Delivery and installation. Devices are delivered to the place of care stated in the Order. Installation, commissioning and the initial pairing of a Device with the Tenant of the Virtual Practice are carried out as stated in the Order. The Operator must provide the environment, power, network connectivity and access required for installation and must check the Device on delivery and report any visible damage or shortage within five (5) business days.

Warranty, maintenance and replacement. Where the Order states a warranty period for a Device, the Digital Trader repairs or replaces a Device which fails in normal use within that period. Outside any warranty period, and for so long as title has not transferred, the Digital Trader maintains the Devices and replaces a Device which fails in normal use as the Order provides. Repair and replacement do not cover damage caused by use contrary to the documentation, by unauthorised handling or repair, by connection to equipment or software which is not approved, by an unsuitable environment, or by an event against which the Operator was required to insure; in those cases the Digital Trader may invoice the cost of repair or the replacement value stated in the Order. The Operator must not open, modify, repair or attempt to repair a Device.

Risk, care and insurance. Risk of loss of and damage to a Device passes to the Operator on delivery. Until title transfers, the Operator must insure each Device against loss, theft and damage at the replacement value stated in the Order and provide evidence of that insurance on reasonable request; loss, theft or damage must be notified without undue delay, and where a Device is lost, stolen, destroyed or damaged beyond economic repair before title transfers, the replacement value stated in the Order becomes due. The Operator must keep each Device in a secure place, use it in accordance with its documentation and with the rules applicable to its practice, clean and decontaminate it as the documentation requires, and use only the accessories and consumables which the documentation specifies.

Firmware and updates. The Digital Trader and the Technology Provider may deliver firmware and software updates to a Device, including updates required for security, safety, regulatory compliance or interoperability, and the Operator must permit them to be applied for so long as the Device is connected to the Platform. A Device whose firmware is not kept current may cease to function with the Platform. The Operator obtains no right in the firmware or in the software of a Device beyond the right of access in Article 20, and that position is unaffected by a transfer of ownership of the Device.

Clinical positioning. A Device captures images and other data and transmits them to the Platform for processing. Neither the Device nor any AI Output derived from data it captures provides a diagnosis, a clinical finding of the Operator or medical advice, and Article 13 applies in full to that AI Output. The Operator is responsible for the indication for each capture, for the technique and quality of the capture, for the identification of the Patient, for hygiene and infection control, and for the clinical use of the resulting images and AI Output.

Regulatory status and conformity. Each Device is supplied for the countries stated in the Order and with the documentation, markings and declarations required for those countries. The Operator must use the Device only in a country for which it was supplied and only in accordance with that documentation. The Operator must not place a Device on the market, re-sell it, re-export it, re-label it, modify it or present it as its own product, and must not use it for a purpose for which it has not been documented as suitable. Where the Operator uses a Device in a manner which gives it a purpose the documentation does not cover, the Operator assumes the entirety of the resulting regulatory responsibility.

Cross-border deployment. The availability of the Device Service in a given country is confirmed by the Digital Trader in the Order. Import duties, import taxes, customs formalities and any local registration or notification in the country of destination are allocated as the Order states. Until title transfers, the Operator must not move a Device to another country, or to a place of care other than the one stated in the Order, without the Digital Trader’s prior written consent, and must give the Digital Trader the information it needs to meet its own customs, tax and regulatory obligations in respect of the Device.

Return. Where ownership of a Device has not transferred, the Operator must return it within thirty (30) days of the expiry or termination of the Device Service or of the Agreement, with its accessories and in working order allowing for fair wear and tear, in accordance with the return instructions given by the Digital Trader and at the Operator’s cost and risk. The Operator must first ensure, using the functions provided, that no Patient Data remain on the Device. Where such a Device is not returned within that period, or is returned damaged beyond fair wear and tear, the replacement value stated in the Order becomes due.

Inspection. Until title transfers, the Digital Trader may, on reasonable notice and during business hours, inspect the location, condition and use of a Device, or require the Operator to provide evidence of them, without disrupting the Operator’s practice.

16. Operator Obligations; Acceptable Use

The Customer must use the Platform only for lawful purposes, in accordance with the Agreement and the Documentation, and only for its own internal business and professional purposes. The Customer is responsible for its Authorised Users’ compliance with the Agreement.

The Customer must not, and must not permit any person to: (a) make the Platform available to, or use it for the benefit of, any person other than the Customer, its Operators and their patients, including by way of resale, service bureau, time-sharing, outsourcing or white-labelling, unless a separate reseller or partner agreement has been concluded; (b) upload data which it is not entitled to process, or data of a category which the relevant Module is not designed to receive; (c) upload malicious code, or interfere with or disrupt the integrity, security or performance of the Platform or of another tenant; (d) circumvent or attempt to circumvent metering, usage limits, rate limits, tenant isolation, authentication or other technical controls; (e) access the Platform by automated means other than the Application Programming Interface, or scrape, harvest or systematically extract data or content from the Platform; (f) use the Platform, AI Output or the Documentation to develop, train, evaluate or improve a competing product, model or service, or to benchmark the Platform for the benefit of a competitor; (g) conduct penetration testing, vulnerability scanning or load testing without the Technology Provider’s prior written consent; (h) remove, obscure or alter any proprietary notice, disclaimer or informational banner; or (i) misrepresent its identity, its professional status or the origin of AI Output.

The Customer must maintain the technical environment necessary to use the Platform, including supported browsers, devices, imaging equipment, network connectivity and, where applicable, the integrations described in the Documentation, and must apply the security measures reasonably required of a professional operator, including endpoint protection, timely patching and control of access to workstations on which Patient Data are displayed.

17. Customer Data, Patient Data and Data Protection

Ownership and responsibility. As between the Parties, the Customer owns and is responsible for Customer Data, including Patient Data and Clinic Content, and for the accuracy, quality, legality and provenance of that data and of the means by which it was obtained.

Roles. In respect of Patient Data and of personal data of the Customer’s personnel processed through the Platform, the Customer acts as controller and the Technology Provider acts as processor on the Customer’s behalf. That processing is governed by the Data Processing Agreement in Annex 1. In respect of the Customer’s account, transaction, billing, support and marketing data, and of the personal data of the Customer’s representatives and Authorised Users processed for those purposes, the Digital Trader and the Technology Provider each act as controller for their own purposes, as described in the Privacy Policy.

Obligations of the Customer as controller. The Customer warrants that it has a valid legal basis for the processing of Patient Data through the Platform, that it has provided the information and obtained the consents required by the law applicable to it, including any consent required for the recording of voice interactions, for the processing of health data and for the use of electronic consent, that it complies with its obligations of medical confidentiality and of patient record retention, and that its instructions to the Technology Provider do not cause the Technology Provider to breach the Data Protection Law.

Data minimisation. The Customer must not upload to the Platform any personal data beyond what the relevant Module requires, must use the de-identification and pseudonymisation features which the Platform makes available where the purpose can be achieved with them, and must not upload categories of data which the Documentation states are not supported.

Use of data by the Technology Provider. The Technology Provider processes Patient Data only on the Customer’s documented instructions, as set out in the Data Processing Agreement. Customer Data and Patient Data are not used to train, fine-tune or evaluate artificial-intelligence models, and are not disclosed to any model provider for that purpose, unless the Customer has given a separate, specific and revocable written opt-in in accordance with the Data Processing Agreement. Nothing in this paragraph prevents the Technology Provider from processing data as necessary to provide, secure, monitor and troubleshoot the Platform.

Aggregated and anonymised data. The Technology Provider may create and use data which have been irreversibly anonymised and aggregated, so that they no longer relate to an identified or identifiable person and cannot be attributed to the Customer or to a patient, for the purposes of operating, securing, measuring, benchmarking, improving and developing the Platform and for statistical purposes. Such data are not personal data, are not Customer Data, and are owned by the Technology Provider.

Patients who contract directly. Where a Patient purchases Credits under the Patient Terms, the Digital Trader is the controller of that Patient’s account, order, payment and support data for its own purposes, as described in the Privacy Policy. That role is separate from, and does not affect, the Operator’s role as controller of the clinical relationship and of the Patient Data processed in its Virtual Practice, or the Technology Provider’s role as processor of those data.

18. Confidentiality

Each Party may receive information of the other Party which is designated as confidential or which a reasonable person would understand to be confidential, including the Platform, the Documentation, the Rate Card, security information, the terms of an Order, business plans, Customer Data and Patient Data (“Confidential Information”). Each Party must keep the other Party’s Confidential Information confidential, must use it only for the purposes of the Agreement, and must protect it with at least the degree of care it applies to its own confidential information and in any event with reasonable care.

Confidential Information may be disclosed to personnel, affiliates, professional advisers and subcontractors who need to know it for the purposes of the Agreement and who are bound by obligations of confidentiality no less protective than those set out here, and may be disclosed where required by law, by a competent authority or by a court, provided that, where lawful, the disclosing Party gives the other Party prior notice and reasonable assistance in limiting the disclosure.

These obligations do not apply to information which is or becomes public without breach of the Agreement, which was lawfully known to the recipient without an obligation of confidence before disclosure, which is lawfully received from a third party entitled to disclose it, or which the recipient develops independently without use of the other Party’s Confidential Information. The obligations in this Article survive the termination of the Agreement for five (5) years, and indefinitely in respect of Patient Data and of any information protected by professional secrecy.

19. Intellectual Property

Two layers. The Platform consists of two layers in separate ownership. The Core Platform Layer, being the multi-tenant engine, the control plane, the orchestration layer, the metering and settlement system and the Credit Book, together with the software, models, interfaces and know-how belonging to that layer, is and remains the exclusive property of the Technology Provider. The Dental Layer, being the dental knowledge base and its configuration, the clinical and administrative workflows of the Modules, the module-specific content, templates, prompts and rules, the bespoke development commissioned and paid for by the Digital Trader, and the DENTARA name, logos and brand elements and the domain dentarai.com, is and remains the exclusive property of the Digital Trader.

The Digital Trader uses the Core Platform Layer under licence from the Technology Provider and makes the Platform available to customers under the DENTARA brand. Third-party components incorporated in either layer remain the property of their respective owners. Nothing in the Agreement transfers any right between the Technology Provider and the Digital Trader, and nothing in it gives the Customer any right in either layer beyond the right of access in Article 20.

Third-party notices, attributions and open-source licence terms which apply to components of the Platform are made available at dentarai.com/thirdparty and form part of the Agreement to the extent they apply to the Customer’s use of the Platform.

Customer Data and Clinic Content. The Customer retains all rights in Customer Data and Clinic Content. The Customer grants the Technology Provider and the Digital Trader a non-exclusive, worldwide right to host, store, transmit, display, adapt and otherwise process Customer Data and Clinic Content to the extent necessary to provide, secure and support the Platform in accordance with the Agreement, and, in respect of personal data, only as set out in the Data Processing Agreement.

Use of AI Output. The Customer may use AI Output for its internal clinical, administrative and educational purposes and in the treatment of its patients, subject to Article 13. To the extent that the Technology Provider or the Digital Trader holds any right in an AI Output generated for the Customer, each of them grants the Customer a non-exclusive, worldwide, perpetual, irrevocable and royalty-free right to use, reproduce, adapt and, in respect of a Design Output, to manufacture from that output for the treatment of the Customer’s patients. This right does not extend to the Core Platform Layer, to the Dental Layer, to the models or to any underlying technology, and does not permit the Customer to distribute, license or commercialise AI Output as a product or service of its own.

No exclusivity. AI Output is generated by models which serve all customers. Comparable or identical outputs may be generated for other customers, and nothing in the Agreement restricts the Technology Provider from doing so.

Feedback. Where the Customer or an Authorised User provides suggestions, ideas or feedback concerning the Platform, the Technology Provider may use them without restriction and without obligation, and any intellectual property arising from that use belongs to the Technology Provider. Feedback must not contain Patient Data or Confidential Information of the Customer.

Except for the right of access expressly granted in Article 20 and the rights expressly granted in this Article, no intellectual property rights are transferred or licensed to the Customer, and no right or licence is granted by implication, estoppel or otherwise.

Devices. Title to each Device, and all intellectual property rights in a Device, in its firmware and in the software which operates it, remain with the Digital Trader or its licensors. Article 15 governs the Operator’s possession and use of a Device.

20. Right to Access the Platform; Restrictions

Subject to compliance with the Agreement and to payment of the Fees, the Customer is granted, for the Subscription Term, a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Platform as a service, through the Portal, the client applications and the Application Programming Interface made available for that purpose, for the Customer’s own internal business and professional purposes and for the treatment of its patients.

The Platform is provided as a service and is not delivered, supplied, sold or licensed as software. No copy of the software is installed on the Customer’s systems, no source code, model weights, training data, algorithm description or comparable material is provided, and access is granted solely through authenticated interfaces controlled by the Technology Provider. The right of access lapses automatically upon the expiry or termination of the Subscription, except to the extent that the Order provides for continued access to specified Modules or functions for a stated period after the end of the paid term, in which case it lapses at the end of that period.

The Customer must not, and must not permit any third party to: copy, distribute, modify, adapt, translate or create derivative works of the Platform or any part of it; reverse engineer, decompile or disassemble the Platform or otherwise attempt to derive its source code, model weights or training data, except to the extent such acts cannot be prohibited under mandatory law; rent, lease, sell, sublicense, assign or otherwise make the Platform available to third parties; or use the Platform in any way which is inconsistent with this Article or with Article 16.

21. Third-Party Services, Devices and Integrations

The Platform may be connected, at the Customer’s choice, to third-party services, devices and systems, including intraoral scanners, radiographic equipment, practice-management and patient-record systems, computer-aided design and manufacturing systems, three-dimensional printers and milling machines, telephony and messaging providers and payment providers. Those services, devices and systems are provided by third parties under their own terms, are not part of the Platform, and are used at the Customer’s own risk.

The Customer is responsible for obtaining and maintaining the licences, subscriptions, consents and authorisations required for such third-party services, devices and systems, for their configuration, calibration, maintenance and regulatory status, and for the accuracy and security of the data exchanged with them. Neither the Digital Trader nor the Technology Provider warrants the availability, performance or continued compatibility of any third-party service, device or system, and a change made by a third party which affects an integration does not constitute a defect of the Platform.

The Platform relies on third-party providers of infrastructure and of artificial-intelligence services. The Technology Provider selects and manages those providers, may change them, and remains responsible towards the Customer for the performance of the Platform, subject to the Agreement. Where a provider processes personal data on the Customer’s behalf, it is engaged as a Sub-processor in accordance with the Data Processing Agreement.

Part V — Service, Term and Liability

22. Availability, Maintenance and Changes to the Platform

The Technology Provider makes the Platform available in accordance with the service levels set out in Annex 2. Outside those service levels, the Platform is provided on an “as available” basis, and no warranty is given that it will be uninterrupted or error-free.

Planned maintenance is carried out within the maintenance windows described in Annex 2 and is announced in advance through the Portal or by electronic mail. Emergency maintenance may be carried out at any time where necessary to preserve the security, integrity or availability of the Platform, and is notified as soon as reasonably practicable.

The Technology Provider may modify, improve, add to and deprecate features of the Platform. Where a change would materially reduce the functionality or the security of a Module to which the Customer subscribes, the Customer is notified at least sixty (60) days in advance, unless a shorter period is required by law, by a supervisory authority or by an urgent security need. If such a change materially and adversely affects the Customer, the Customer may terminate the affected Module by notice given within thirty (30) days of the notice of change, in which case the Digital Trader refunds the Subscription fees prepaid for the affected Module in respect of the unexpired part of the Subscription Term and the price of Credits which remain unused and which cannot be consumed in the remaining Modules.

Where the Order provides for a particular data-hosting region or data-residency option, the Technology Provider maintains that option for the Subscription Term, and any change to it is treated as a material change under this Article.

23. Support and Complaints

Support is provided in accordance with Annex 2, through dentaraisupport@gmail.com, through the support facility in the Portal and through any additional channel stated in the Order.

Complaints may be submitted through the same channels or to dentarai@dentarai.com. The Digital Trader aims to acknowledge a complaint within three (3) business days and to resolve it within a reasonable period, keeping the Customer informed of progress. Postal address for complaints and legal notices: DENTARA STRATEGIES - FZCO, IFZA Business Park, Building A1, Dubai Digital Park, Dubai Silicon Oasis, PO Box 342001, Dubai, United Arab Emirates.

24. Security and Incident Notification

The Technology Provider maintains technical and organisational measures appropriate to the risk, as described in Appendix 2 to the Data Processing Agreement, including encryption of data in transit and at rest, identity and access management, logical tenant isolation, logging and monitoring, vulnerability management, secure development practices, backup and recovery, and personnel vetting and training. Those measures may be updated, provided that the level of protection is not reduced.

The Technology Provider notifies the Customer without undue delay of any confirmed security incident affecting the Customer’s Tenant or Customer Data, and of any personal data breach within the period stated in the Data Processing Agreement, and provides the information and assistance reasonably required for the Customer to meet its own notification obligations.

The Customer must notify the Technology Provider without undue delay of any suspected compromise of its Credentials, of an Authorised User account or of a device with access to the Tenant, and must cooperate in the containment and investigation of the incident.

25. Suspension

The Digital Trader may suspend the Tenant, an Authorised User account or a Module, in whole or in part, where: (a) an amount remains unpaid in accordance with Article 12; (b) the Customer materially breaches the Agreement, in particular Article 16 or Article 20; (c) there are reasonable indications of fraud, of unlawful use or of use which endangers the security, integrity or availability of the Platform or the data of another tenant; (d) suspension is required by law, by a competent authority or by a provider on whom the Platform depends; or (e) the Customer ceases to hold a licence, registration or authorisation which Article 4 requires.

Suspension is limited to what is necessary, and access is restored promptly once the cause has been remedied. Where reasonably practicable, the Customer is notified before suspension and given an opportunity to remedy the cause; where prior notice is not practicable, the Customer is notified promptly afterwards. Suspension does not relieve the Customer of its payment obligations, except where the suspension was not justified.

26. Term, Renewal, Termination and Effects of Termination

The Agreement enters into force on the date of the first order confirmation and continues for as long as any Subscription is in force. Each Subscription runs for the Subscription Term stated in the Order and renews automatically for successive periods of the same duration, unless either Party gives notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term, or unless the Order provides otherwise.

Either Party may terminate the Agreement or an affected Subscription with immediate effect by written notice where the other Party commits a material breach which is not remedied within thirty (30) days of a written notice requiring its remedy, or which is incapable of remedy; or where the other Party becomes insolvent, enters into liquidation, has a receiver or administrator appointed over a material part of its assets, or ceases to carry on business.

The Digital Trader may in addition terminate the Agreement with immediate effect where a cause for suspension under Article 25(c), (d) or (e) persists for more than thirty (30) days.

Effects of termination. On the expiry or termination of a Subscription, the right of access to the affected Modules ceases, the Customer must cease all use of them, and all Fees accrued up to the effective date become due. Where the Customer terminates for the Digital Trader’s material breach, or where the Digital Trader terminates for convenience, the Digital Trader refunds the Subscription fees prepaid in respect of the unexpired part of the Subscription Term and the price paid for Credits which remain unused. In all other cases, prepaid Fees and unused Credits are not refunded.

Retrieval and deletion of Customer Data. For thirty (30) days after the effective date of expiry or termination, the Customer may export Customer Data, including Patient Data, consent packages and Design Outputs, through the export functions of the Platform in the formats described in Annex 2. On written request made within that period, the Technology Provider provides reasonable assistance with the export against payment of its then-current professional-services rates. After that period, Customer Data are deleted in accordance with the Data Processing Agreement, except where retention is required by law. The Customer is responsible for retaining patient records as required by the law applicable to it, and must not rely on the Platform as its sole record-keeping system.

Devices and Credits on termination. Each Device must be returned in accordance with Article 15. Credits held by an Operator which remain unused are dealt with under Article 7: they are not refunded and they are not forfeited, and the balance remains available if the Customer resumes use of the Platform. An Operator’s Earned Pool remains redeemable under Article 10 for ninety (90) days after the effective date of termination, after which it lapses. Credits held by Patients are dealt with under the Patient Terms.

27. Warranties and Disclaimers

The Technology Provider warrants that the Platform will perform materially in accordance with the Documentation during the Subscription Term, and that it will provide the Platform with the reasonable skill and care of a professional supplier of cloud services. The Customer’s exclusive remedy for a breach of this warranty is that the Technology Provider will, at its option, correct the non-conformity or provide a workaround within a reasonable period and, failing that, the Customer may terminate the affected Module and receive the refund described in Article 26.

Except as expressly set out in the Agreement and to the extent permitted by applicable law, the Platform is provided without warranties of any kind, whether express or implied, including any warranty of merchantability, fitness for a particular purpose, non-infringement, uninterrupted or error-free operation, or any warranty as to the accuracy, completeness, clinical validity or suitability of AI Output. No warranty is given that the Platform will meet any regulatory requirement applicable to the Customer, that it is suitable for use as a medical device, or that any particular clinical, diagnostic, aesthetic or commercial result will be achieved.

28. Limitation of Liability

To the extent permitted by applicable law, neither the Digital Trader nor the Technology Provider is liable for: indirect or consequential loss; loss of profit, revenue, business, goodwill or anticipated savings; loss or corruption of data which is not caused by its own breach of Article 24; the consequences of a clinical decision, diagnosis, treatment, prosthetic work or patient communication of the Customer; or any loss arising from reliance on AI Output contrary to Article 13.

To the extent permitted by applicable law, the aggregate liability of the Digital Trader, and separately of the Technology Provider, arising out of or in connection with the Agreement in any period of twelve (12) months is limited to the greater of the Fees paid by the Customer in the twelve (12) months preceding the first event giving rise to the liability and AED 25,000. For claims arising from a breach of Article 24 or of the Data Processing Agreement, that amount is doubled.

Nothing in the Agreement excludes or limits liability for fraud, wilful misconduct or gross negligence, for death or personal injury caused by negligence, for a Party’s indemnity obligations under Article 29, for the Customer’s obligation to pay the Fees, or for any other liability which cannot be excluded or limited under applicable law.

Each Party must take reasonable steps to mitigate its loss. A claim under the Agreement must be notified in writing within twelve (12) months of the date on which the claiming Party became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

29. Indemnities

By the Customer. The Customer indemnifies the Digital Trader and the Technology Provider against all claims, proceedings, damages, fines and reasonable costs arising from: a claim by a patient, a professional body, a supervisory authority or another third party in connection with the Customer’s clinical decisions, treatment, prosthetic work, records or patient communications; the absence of a valid legal basis, notice or consent for the processing of Patient Data, or a breach of the Customer’s obligations under Article 17 or under the Data Processing Agreement; a breach of Article 16 or Article 20; or a claim that Clinic Content infringes the rights of a third party.

By the Digital Trader and the Technology Provider. The Digital Trader and the Technology Provider indemnify the Customer against a claim by a third party that the Platform, used in accordance with the Agreement and the Documentation, infringes that third party’s intellectual property rights, and against damages and reasonable costs finally awarded against the Customer in respect of such a claim. This indemnity does not apply to a claim arising from Customer Data or Clinic Content, from a modification of the Platform not made by the Technology Provider, from a combination of the Platform with products or services not supplied by the Technology Provider, or from use contrary to the Agreement or the Documentation. Where such a claim is made or is likely, the Technology Provider may, at its option, procure the right for the Customer to continue using the Platform, modify or replace the affected part so that it ceases to be infringing, or terminate the affected Module and refund the prepaid Fees in respect of the unexpired part of the Subscription Term.

An indemnity is conditional upon the indemnified Party notifying the claim promptly, not admitting liability or settling without the indemnifying Party’s consent, and giving the indemnifying Party control of the defence and reasonable assistance at the indemnifying Party’s cost.

30. Insurance

The Customer must maintain, throughout the Subscription Term, the professional indemnity, medical malpractice and general liability insurance required by the law and by the professional rules applicable to it, at a level appropriate to its practice, and must provide evidence of that insurance on reasonable request.

31. Force Majeure

Neither Party is liable for any failure or delay in performance, other than a failure to pay, caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, labour disputes, governmental or regulatory action, failures of the internet, of telecommunications, of hosting or of other third-party infrastructure, and power outages. Obligations are suspended for the duration of the event, the affected Party gives notice as soon as reasonably practicable and uses reasonable efforts to mitigate the effects, and either Party may terminate the affected Subscription if the event continues for more than sixty (60) days.

Part VI — General

32. Export Control and Sanctions Compliance

The Platform may not be available in all countries, and the Digital Trader may restrict, condition or discontinue its availability, or that of particular Modules or payment methods, in any jurisdiction, including where required by applicable law, sanctions or export-control rules.

The Platform must not be accessed or used in or from Cuba, Iran, North Korea, Syria, or the Crimea, Donetsk and Luhansk regions of Ukraine, or from any other jurisdiction which becomes subject to comprehensive sanctions. The Customer represents and warrants that neither it, nor any of its owners, directors or Authorised Users, is located in or ordinarily resident in any of those jurisdictions, or designated on any applicable sanctions list, including the United Nations Security Council Consolidated List, the lists maintained by the United Arab Emirates including the Local Terrorist List, or, to the extent applicable to the Platform and to its payment and distribution channels, the sanctions lists of the United States, the European Union or the United Kingdom.

Each Party complies with the applicable anti-bribery, anti-corruption, anti-money-laundering and counter-terrorist-financing legislation, and neither Party offers or accepts any improper advantage in connection with the Agreement.

33. Electronic Communications and Notices

The Parties agree that the Agreement is concluded electronically and that all communications relating to the Platform, including these Terms, Orders, order confirmations, receipts, invoices, notices of change and any amendment, may be provided in electronic form through the Portal, the Customer’s Tenant or the electronic-mail addresses registered by the Customer. Such electronic communications satisfy any legal requirement of written form to the extent permitted by applicable law, including the Electronic Transactions Law.

Notices of a legal nature, including notices of breach, termination and claims, must be sent to dentarai@dentarai.com and, in the case of notices to the Customer, to the notice address and electronic-mail address stated in the Order. A notice sent by electronic mail is deemed received on the business day following transmission, unless the sender receives a delivery failure. Each Party must keep its notice details current.

34. Changes to These Terms

The Digital Trader may amend these Terms and the Annexes from time to time, in particular to reflect changes in law, in the Platform, in the providers on which it depends or in its business. The Customer is notified of an amendment at least thirty (30) days before it takes effect, through the Portal or by electronic mail, except where an earlier effective date is required by law, by a supervisory authority or by an urgent security need.

If an amendment materially and adversely affects the Customer, the Customer may terminate the affected Subscription with effect from the date on which the amendment takes effect, by notice given before that date, in which case the Digital Trader refunds the prepaid Fees in respect of the unexpired part of the Subscription Term and the price of unused Credits. Continued use of the Platform after the effective date constitutes acceptance of the amended Terms. The version of these Terms applicable to an Order is the version in force at the time the Order is placed, as amended in accordance with this Article.

35. Governing Law and Disputes

The Agreement is governed by the laws of the United Arab Emirates, as applicable in the Emirate of Dubai. The courts of Dubai, United Arab Emirates, have exclusive jurisdiction over disputes arising out of or in connection with the Agreement. The Agreement does not contain, and shall not be construed as containing, any arbitration clause. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The Parties will first seek to resolve any dispute amicably, through the complaints channel described in Article 23, within thirty (30) days of a written notice of dispute. This does not prevent either Party from seeking interim or injunctive relief at any time.

36. Miscellaneous

Order of precedence. In the event of conflict, the following order applies: (a) the Order; (b) Annex 4, in respect of the relationship between the Digital Trader and a Patient; (c) Annex 3, in respect of the Module it governs; (d) Annex 1, in respect of the processing of personal data; (e) these Terms; (f) Annex 2; and (g) the Documentation.

Entire agreement. The Agreement constitutes the entire agreement between the Parties in relation to the Platform and supersedes all prior understandings, proposals and representations relating to it. Neither Party has relied on any statement which is not set out in the Agreement, save in the case of fraud.

Assignment and subcontracting. The Customer may not assign or transfer the Agreement without the Digital Trader’s prior written consent, which is not to be unreasonably withheld in the case of a transfer to a successor of the Customer’s practice. The Digital Trader and the Technology Provider may assign the Agreement to an affiliate or to a successor of their business, and may subcontract performance, remaining responsible for the acts and omissions of their subcontractors.

Independent parties. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship between the Parties, and neither Party may bind the other.

Publicity. Neither Party may use the other Party’s name, logo or trademarks in publicity or marketing without prior written consent, except that the Digital Trader may refer to the Customer as a customer in a list of customers where the Customer has given prior written consent, which may be withdrawn.

Severability. If a provision of the Agreement is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision is replaced by a valid provision which most closely reflects its purpose.

No waiver. A failure or delay in enforcing a provision of the Agreement is not a waiver of the right to enforce it later.

Survival. Provisions which by their nature are intended to survive termination, including those concerning intellectual property, confidentiality, data protection, liability, indemnities, governing law and the effects of termination, survive the termination of the Agreement.

Language. The Agreement may be made available in several languages for convenience. The English version prevails to the extent permitted by applicable law.

Counterparts and electronic signature. An Order may be signed electronically and in counterparts, each of which is an original and which together constitute one instrument.

37. Contact Details

Digital Trader: DENTARA STRATEGIES - FZCO, IFZA Business Park, Building A1, Dubai Digital Park, Dubai Silicon Oasis, PO Box 342001, Dubai, United Arab Emirates, licence number 74464, Tax Registration Number 105265671500001, electronic mail dentaraisupport@gmail.com and dentarai@dentarai.com.

Technology Provider and Credit System Administrator: Rahadu – F.Z.C, Ajman Free Zone C1 Building, Ajman, United Arab Emirates, licence and registration number 36978, electronic mail rahadu@rahadu.ae.

Data-protection contact: dentarai@dentarai.com. Data Protection Officer appointed under Federal Decree-Law No. 45 of 2021: Morin Wambui Muriuki. Representative in the European Union appointed under Article 33 of the General Data Protection Regulation: Martin Ivanco.

Annex 1 — Data Processing Agreement

This Data Processing Agreement forms an integral part of the Agreement and governs the processing of personal data by the Technology Provider on behalf of the Customer. Capitalised terms have the meaning given to them in the Terms. The terms “controller”, “processor”, “data subject”, “personal data”, “processing” and “personal data breach” have the meaning given to them in the Data Protection Law.

A1.1 Roles and scope

The Customer, and each Operator in respect of its own Virtual Practice, is the controller of the personal data processed through the Platform on its behalf, in particular Patient Data and personal data of its personnel. The Technology Provider, as the operator of the Platform, is the processor of those data and processes them only on documented instructions. The Digital Trader does not access Patient Data in the ordinary course; where access is necessary in order to provide support, to resolve an incident or to maintain a Device, it acts as a Sub-processor engaged by the Technology Provider and is bound by the obligations of this Data Processing Agreement.

The Customer’s documented instructions consist of the Agreement, the configuration which the Customer applies in its Tenant, the use which the Customer and its Authorised Users make of the Modules, and any further written instruction agreed between the Parties. The Technology Provider informs the Customer if, in its opinion, an instruction infringes the Data Protection Law, and may suspend the execution of that instruction until it is confirmed or withdrawn.

Where the Technology Provider processes personal data for its own purposes, in particular the operation, security and improvement of the Platform, billing, support and the creation of irreversibly anonymised data, it acts as a controller for those purposes, as described in the Privacy Policy, and this Data Processing Agreement does not apply to that processing.

A1.2 Subject matter, duration, nature and purpose of the processing

The subject matter of the processing is the provision of the Modules stated in the Order. Its nature and purpose are the hosting, storage, structuring, analysis, generation, transmission, display, export and deletion of Customer Data as necessary to provide those Modules and to secure and support the Platform. The processing lasts for the Subscription Term and for the retrieval and deletion periods described in Article 26 of the Terms and in A1.10 below. The categories of data subjects and of personal data are set out in Appendix 1.

A1.3 Obligations of the Technology Provider

The Technology Provider: (a) processes personal data only on the Customer’s documented instructions, including in respect of transfers to a third country, unless required to process them by a law to which it is subject, in which case it informs the Customer of that requirement before processing unless the law prohibits it; (b) ensures that the persons authorised to process personal data are bound by confidentiality and are trained; (c) implements and maintains the technical and organisational measures set out in Appendix 2; (d) respects the conditions for engaging Sub-processors set out in A1.5; (e) assists the Customer, taking into account the nature of the processing and the information available to it, in responding to requests from data subjects, and in complying with its obligations of security, breach notification, data-protection impact assessment and prior consultation; (f) at the Customer’s choice, deletes or returns the personal data at the end of the provision of the services, as set out in A1.10; and (g) makes available to the Customer the information necessary to demonstrate compliance with this Data Processing Agreement and allows for and contributes to audits as set out in A1.9.

A1.4 Obligations of the Customer

The Customer warrants that: it has a valid legal basis for each processing operation which it instructs, including for the processing of health data, biometric data where applicable and voice recordings; it has provided data subjects with the information required by the Data Protection Law and obtained any consent required, including consent for electronic informed consent and for the recording of interactions; the personal data which it uploads are accurate, relevant and limited to what is necessary for the Module concerned; it complies with its own obligations of professional secrecy and of patient record retention; and its instructions comply with the Data Protection Law.

The Customer is responsible for the roles and permissions which it assigns in its Tenant, for the retention settings which it configures where the Platform allows configuration, and for the export and retention of records which it is required to keep outside the Platform.

A1.5 Sub-processors

The Customer gives the Technology Provider general written authorisation to engage Sub-processors for the performance of the services. The categories of Sub-processors and the Sub-processors engaged at the date of the Order are listed in Appendix 3 and maintained in an up-to-date list published at dentarai.com/subprocessors.

The Technology Provider informs the Customer of the intended addition or replacement of a Sub-processor at least thirty (30) days in advance, by publication in that list together with notice through the Portal or by electronic mail, and the Customer may object on reasonable grounds related to data protection within that period. Where the Parties cannot agree on a solution within thirty (30) days of the objection, the Customer may terminate the affected Module with effect from the date on which the Sub-processor would be engaged, and the Digital Trader refunds the prepaid Fees in respect of the unexpired part of the Subscription Term and the price of unused Credits.

The Technology Provider imposes on each Sub-processor, by written contract, data-protection obligations which are no less protective than those set out in this Data Processing Agreement, and remains fully liable to the Customer for the performance of the Sub-processor’s obligations.

A1.6 No use of Customer personal data for model training

The Technology Provider does not use Patient Data or other personal data processed on the Customer’s behalf to train, fine-tune, evaluate or improve artificial-intelligence models, and does not permit any Sub-processor or model provider to do so. The Technology Provider contracts with its model providers on terms which exclude the use of the Customer’s inputs and outputs for the providers’ own training purposes and which limit retention to what is necessary for the delivery of the service and for abuse monitoring.

The Customer may, by a separate, specific and freely given written opt-in, and subject to having established a valid legal basis and given the required information to data subjects, permit the use of defined categories of its data for the improvement of models. Such an opt-in may be withdrawn at any time with effect for the future, is recorded in the Tenant, and does not affect the Customer’s access to the Platform, the service levels or the Fees.

Nothing in this section prevents the Technology Provider from using irreversibly anonymised and aggregated data as described in Article 17 of the Terms.

A1.7 International transfers

The Platform is operated from the hosting region stated in the Order or, in the absence of such a statement, from the primary region described in the Documentation. Personal data may be transferred to, and accessed from, other countries where the Technology Provider or a Sub-processor operates, including for support, monitoring and disaster recovery.

Where personal data are transferred to a country which does not provide an adequate level of protection under the Data Protection Law, the transfer takes place on the basis of appropriate safeguards or of a derogation permitted by that law. Where the General Data Protection Regulation applies to the processing, transfers out of the European Economic Area take place on the basis of the Standard Contractual Clauses adopted by the European Commission in Implementing Decision (EU) 2021/914, which are incorporated into this Data Processing Agreement by reference, with Module Three (processor to processor) applying between the Customer as data exporter and the Technology Provider as data importer, or Module Two (controller to processor) where the Customer acts as controller and is established in the European Economic Area. For the purposes of those clauses: the docking clause applies; the optional audit and Sub-processor provisions are completed as set out in A1.5 and A1.9; the period for notification of a personal data breach is that stated in A1.8; the governing law and the competent courts are those of the Member State in which the data exporter is established; and Appendices 1 to 3 to this Data Processing Agreement serve as the annexes to those clauses.

The Technology Provider maintains a record of the transfers it makes, assesses the laws of the destination country where required, applies supplementary measures where necessary, and provides the Customer, on request, with the information needed for the Customer’s own transfer impact assessment.

A1.8 Personal data breach

The Technology Provider notifies the Customer without undue delay, and in any event within forty-eight (48) hours, after becoming aware of a personal data breach affecting personal data processed on the Customer’s behalf. The notification describes the nature of the breach, the categories and approximate number of data subjects and records concerned, the likely consequences, the measures taken or proposed, and a contact point, to the extent that information is available, and is supplemented as further information becomes known.

The Technology Provider does not notify a supervisory authority or a data subject on the Customer’s behalf unless the Customer instructs it to do so, and does not make any public statement identifying the Customer without the Customer’s prior written consent, except where required by law.

A1.9 Information, audit and certifications

The Technology Provider makes available to the Customer, on request, its security documentation, the description of its technical and organisational measures, and any third-party audit report or certification which it holds. Where that information is not sufficient to demonstrate compliance, the Customer may audit the Technology Provider’s compliance with this Data Processing Agreement once in any period of twelve (12) months, on thirty (30) days’ prior written notice, during business hours, without disruption to the Technology Provider’s operations, subject to confidentiality undertakings, and at the Customer’s cost. An audit may be carried out by an independent auditor who is not a competitor of the Technology Provider. An additional audit may be carried out where required by a supervisory authority or following a personal data breach affecting the Customer.

A1.10 Return and deletion

During the Subscription Term and for thirty (30) days after its expiry or termination, the Customer may export personal data processed on its behalf, as described in Article 26 of the Terms. After that period, the Technology Provider deletes those personal data, and instructs its Sub-processors to do the same, within a further thirty (30) days, except to the extent that storage is required by a law to which the Technology Provider is subject, in which case the Technology Provider continues to protect the data and processes them only for the purpose of that requirement. Backups are deleted in accordance with the backup cycle described in Annex 2. The Technology Provider confirms the deletion in writing on request.

A1.11 Liability and precedence

Liability under this Data Processing Agreement is subject to the limitations in Article 28 of the Terms, except where those limitations are prohibited by the Data Protection Law. In the event of conflict between this Data Processing Agreement and the remainder of the Agreement in matters of data protection, this Data Processing Agreement prevails; in the event of conflict between this Data Processing Agreement and the Standard Contractual Clauses, those clauses prevail in respect of the transfers which they govern.

Appendix 1 to Annex 1 — Details of the Processing

Categories of data subjects. Patients of the Customer, including prospective patients and, where the Customer so configures the Platform, the legal representatives of patients; Authorised Users and other personnel of the Customer; participants in education and training delivered through the Platform; persons who contact the Customer through a patient-facing Module.

Categories of personal data — all Modules. Identification and contact data, practice and appointment identifiers, tenant and user identifiers, roles and permissions, authentication data, records of actions in the Platform, logs and technical data.

Module 1. Intraoral scans and derived three-dimensional models, case identifiers, dental charting and tooth-level data, materials and design parameters, Design Outputs and manufacturing files.

Module 2. Voice recordings where the Customer enables recording, transcripts, chat messages, caller identifiers and telephone numbers, language, the content which the patient provides in the interaction, appointment requests, and the outcome of the interaction.

Module 3. Panoramic radiographs and other dental images, image metadata, candidate findings and annotations generated by the Platform, the clinician’s confirmation or rejection of them, and treatment-planning notes.

Module 4 and Module 4A. Education journeys and progress, documents presented to the patient, consent documents and their versions, electronic signature data, timestamps, audit-trail records, evidence packages, and for Module 4A the identity, professional registration, attendance and assessment records of participants.

Special categories of personal data. Health data, including dental and medical history, images and clinical findings; biometric data where a Module processes voice recordings for the purpose of the interaction or facial or dental geometry derived from a scan. Such data are processed only to the extent necessary for the Module concerned and subject to the additional measures described in Appendix 2.

Frequency and duration. Continuous, for the Subscription Term and for the retrieval and deletion periods set out in A1.10.

Appendix 2 to Annex 1 — Technical and Organisational Measures

• –Encryption: personal data are encrypted in transit using current versions of the Transport Layer Security protocol and at rest using the Advanced Encryption Standard with a key length of 256 bits; keys are managed in a dedicated key-management service with separation of duties and regular rotation.
• –Access control: identity and access management with unique accounts, role-based access, least privilege, mandatory multi-factor authentication for administrative and support access, just-in-time elevation for production access, and periodic review of entitlements.
• –Tenant isolation: logical separation of each tenant’s data, with tenant-scoped access controls and encryption boundaries, and the option of a dedicated environment where the Order so provides.
• –Support access: access by the Technology Provider’s personnel to a Customer’s data is restricted to what is necessary to deliver support or to resolve an incident, is logged, and is made available to the Customer in an access report on request.
• –Logging and monitoring: security and audit logging of administrative and data-access events, centralised log retention protected against alteration, automated alerting, and continuous monitoring of availability and security.
• –Secure development: separation of development, test and production environments, absence of production personal data in non-production environments, code review, dependency and vulnerability scanning, infrastructure defined as code, and controlled change and release management.
• –Vulnerability and threat management: regular vulnerability scanning, risk-based remediation timelines, and independent penetration testing of the Platform at least once a year, with a summary report made available to the Customer on request.
• –Resilience: redundant infrastructure, automated backups with the recovery objectives stated in Annex 2, restoration testing, and a documented business continuity and disaster recovery plan.
• –Personnel: background verification to the extent permitted by law, confidentiality undertakings, security and data-protection training on joining and at least annually, and a documented process for the withdrawal of access on departure.
• –Physical security: hosting in data centres operated by providers which hold recognised security certifications and which apply physical access controls, environmental controls and continuous surveillance.
• –Data minimisation and deletion: retention configuration where the Platform allows it, de-identification and pseudonymisation features, documented deletion procedures and deletion of backups in accordance with the backup cycle.
• –Governance: a documented information-security policy framework, an assigned owner for information security, an incident-response procedure which is tested periodically, a supplier-security assessment process, and a record of processing activities.

Appendix 3 to Annex 1 — Sub-processors

The Technology Provider engages Sub-processors in the following categories. The current list, identifying each Sub-processor, the processing it performs and the country in which it processes personal data, is published at dentarai.com/subprocessors and is available on request at dentarai@dentarai.com.

• –Cloud infrastructure and hosting, including compute, storage, database, network and content-delivery services in the primary hosting region and in any region selected in the Order.
• –Providers of artificial-intelligence and machine-learning services, including large language model, speech recognition and speech synthesis services used by the Modules, engaged on terms which exclude the use of the Customer’s data for the provider’s own training purposes.
• –Telephony, messaging and electronic-mail providers used to deliver patient-facing and system communications.
• –Support, ticketing and product-telemetry tools used to deliver support and to monitor the Platform.
• –Backup, archiving, security monitoring and log-management providers.
• –Where the Customer so configures the Platform, providers of integrations with the Customer’s own systems, which act on the Customer’s instructions.
• –The Digital Trader, DENTARA STRATEGIES - FZCO, where access to a Tenant is necessary in order to provide support, to resolve an incident, to maintain the Dental Layer or to support a Device.

Annex 2 — Service Levels and Support

A2.1 Definitions

• –“Production Environment” means the environment in which the Customer uses the Platform in live operation, excluding any trial, pilot, evaluation, preview or beta environment or feature.
• –“Monthly Uptime Percentage” means, for a calendar month, the total number of minutes in that month less the minutes of Downtime, divided by the total number of minutes in that month, expressed as a percentage.
• –“Downtime” means a period during which the Production Environment is not available for the Customer’s authenticated requests, as measured by the Technology Provider’s monitoring, excluding Excused Downtime.
• –“Excused Downtime” means unavailability caused by planned maintenance announced in accordance with A2.3, by emergency maintenance, by a force majeure event, by the Customer’s own systems, network, devices or integrations, by a suspension permitted under Article 25 of the Terms, by the Customer’s use of the Platform contrary to the Agreement or the Documentation, or by a third-party service which the Customer has selected and which is not a Sub-processor engaged by the Technology Provider.

A2.2 Availability and service credits

The Technology Provider’s target is a Monthly Uptime Percentage of at least 99.5% for the Production Environment, unless the Order states a different target.

Where the Monthly Uptime Percentage falls below the target, the Customer may claim a service credit, calculated on the Subscription fee for the affected Modules for the month concerned, as follows: below 99.5% and at or above 99.0%, a credit of 5%; below 99.0% and at or above 95.0%, a credit of 10%; below 95.0%, a credit of 25%. A claim must be made in writing within thirty (30) days of the end of the month concerned and must state the periods of unavailability observed.

Service credits are issued as a credit against future Fees or, at the Digital Trader’s option, as Credits granted in the Credit Book of equivalent value, are capped at 25% of the Subscription fee for the month concerned, and are the Customer’s sole and exclusive remedy for a failure to meet the availability target. This does not limit the Customer’s right to terminate for material breach under Article 26 of the Terms where unavailability is repeated or prolonged.

A2.3 Maintenance

Planned maintenance is carried out, wherever practicable, within a weekly window announced in the Portal and outside the peak hours of the regions in which the Platform is primarily used, and is announced at least five (5) business days in advance. Emergency maintenance may be carried out at any time and is announced as soon as reasonably practicable.

A2.4 Support

Support is provided in English, and in any additional language stated in the Order, through dentaraisupport@gmail.com and through the support facility in the Portal. Support covers the use and configuration of the Platform, the investigation of defects and the handling of incidents. It does not cover the Customer’s own systems, devices or third-party services, the recovery of data deleted by the Customer, or clinical questions.

Incidents are classified by severity and the following target response times apply, measured from the receipt of a complete report:

• –Severity 1 — the Production Environment is unavailable or a Module is unusable for all Authorised Users, or a security incident is suspected: response within one (1) hour, twenty-four hours a day, seven days a week; continuous effort until a workaround or resolution is available.
• –Severity 2 — a material function of a Module is unavailable or materially degraded and no workaround exists: response within four (4) support hours; resolution or workaround targeted within two (2) business days.
• –Severity 3 — a function is impaired but a workaround exists, or a non-critical defect: response within one (1) business day; resolution targeted in a forthcoming release.
• –Severity 4 — a question, a documentation issue or a change request: response within three (3) business days.

Support hours are 08:00 to 18:00 Gulf Standard Time on business days, except for Severity 1 incidents, which are handled continuously. Business days are Monday to Friday, excluding public holidays in the United Arab Emirates.

A2.5 Backup, recovery and export

Customer Data in the Production Environment are backed up automatically. The recovery point objective is twenty-four (24) hours and the recovery time objective is eight (8) hours. Backups are retained for thirty (30) days and are encrypted. Restoration procedures are tested at least once a year.

The Customer may export its data at any time during the Subscription Term, and during the retrieval period described in Article 26 of the Terms, in the following formats: clinical images and scans in their original format or in a standard interchange format, including files in the Digital Imaging and Communications in Medicine standard and surface mesh files where applicable; documents, consent packages and evidence packages in Portable Document Format together with a machine-readable manifest; structured records, usage records and the Credit Book in comma-separated values or in JavaScript Object Notation format.

Annex 3 — Module-Specific Terms

This Annex applies to each Module to which the Customer has subscribed, in addition to the Terms. Article 13 of the Terms applies to every Module.

A3.1 Module 1 — Intraoral Scan Processing and Prosthetic Design Automation

Function. The Module processes intraoral scans and generates proposed geometries for prosthetic restorations, together with files which the Customer may export to computer-aided design and manufacturing systems, three-dimensional printers and milling machines.

Proposal only. A Design Output is a proposal. It must be reviewed, verified, adjusted where necessary and approved by a qualified dentist or dental technician of the Customer before it is used, exported to manufacturing, tried in or fitted. The Customer remains responsible for the indication, for the choice of material, for the fit, occlusion, margins, biocompatibility and durability of the restoration, and for the finished device.

No manufacturer role. Neither the Technology Provider nor the Digital Trader manufactures, assembles, sterilises, labels or places on the market any dental device, performs any conformity assessment, or acts as a manufacturer, authorised representative, importer or distributor of a medical device or custom-made device under any applicable regulation. Where the Customer or its laboratory manufactures a device from a Design Output, the Customer or that laboratory is the manufacturer and assumes the corresponding obligations, including documentation, traceability and vigilance.

Inputs. The Customer is responsible for the scanner used, for its calibration and maintenance, for the acquisition technique and for the quality and completeness of the scan. Output quality depends on input quality, and the Module may decline to process, or may produce an unusable proposal from, a scan which does not meet the requirements stated in the Documentation.

Consumption. Usage Events for this Module include processed scans, generated design proposals, iterations of a design and exported manufacturing files, metered in accordance with the Rate Card.

A3.2 Module 2 — Patient Voice and Text Virtual Assistant

Function. The Module provides a multilingual voice and text assistant which answers general and practice-specific questions, supports appointment-related interactions and provides informational support to patients on behalf of the Customer, continuously.

No medical advice; escalation. The assistant provides information and process guidance only. It does not triage, diagnose, prescribe or advise on treatment. It is configured to direct any person who describes an urgent or emergency situation to seek immediate care or to contact the Customer, and the Customer must not disable or weaken that behaviour. The Customer must maintain a route by which a patient can reach a human member of its staff.

Clinic content. The Customer configures and is solely responsible for the practice-specific content used by the assistant, including opening hours, services, prices, availability, practitioner details, insurance information and clinical protocols, and for keeping that content accurate and lawful. An interaction with the assistant does not create, confirm or guarantee an appointment; an appointment is confirmed only in the Customer’s own system.

Recording and transcription. Voice interactions are recorded and transcribed only where the Customer enables that function. Where the Customer enables it, the Customer is responsible for the announcement, notice and consent required by the law applicable to the interaction, including where calls cross borders, and for the retention period which it configures.

Telephony. Telephone numbers, carriers and messaging channels are provided by third parties under their own terms and are subject to their availability, to number-portability rules and to the telecommunications regulation of each country. The Customer is responsible for the lawful use of the channels it enables, including the rules on unsolicited communications.

Consumption. Usage Events for this Module include minutes of voice interaction, speech recognition and synthesis units, units of language-model processing and messages sent, metered in accordance with the Rate Card.

A3.3 Module 3 — Panoramic Radiograph Analysis and Treatment Plan Support

Function. The Module analyses panoramic radiographs and other dental images which the Customer uploads, presents candidate observations and annotations, and provides a structured template to support the clinician in preparing a treatment plan.

Decision support only. The candidate observations produced by the Module are not findings, not a diagnosis and not a radiological report. They may include false positives and false negatives, may miss pathology and may mark normal anatomy. They must be verified against the image by a qualified clinician of the Customer, and must never be used to exclude pathology, to justify the omission of an examination, or as the sole basis for a treatment decision. No radiological reporting service is provided and no radiologist reviews the images.

Validation and indications. The Module is provided for the image types, acquisition parameters, patient groups and indications described in the Documentation. It is not validated for any other use, including for image types or patient groups which the Documentation does not list, unless the Documentation expressly states otherwise.

Inputs. The Customer is responsible for the radiographic equipment, for its calibration and maintenance, for compliance with the radiation-protection rules applicable to it, for the justification of each exposure, and for the quality, orientation and identification of the images which it uploads.

The record. The treatment plan, the report and the patient record are authored by the Treating Clinician. Where the Customer stores a template produced by the Module in a patient record, it must first review and adopt its content, and must ensure that the record identifies the clinician responsible.

Consumption. Usage Events for this Module include analysed images, re-analyses and generated plan documents, metered in accordance with the Rate Card.

A3.4 Module 4 — Patient Education and Electronic Informed Consent

Function. The Module delivers educational journeys and content to patients and provides an electronic informed-consent workflow with document versioning, an audit trail and the export of an evidence package.

Responsibility for consent content. The Technology Provider supplies the tool. The Customer is solely responsible for the content, completeness, accuracy, legal sufficiency, language and applicability of each consent document and of each educational item which it uses, for the selection of the document appropriate to the procedure and the patient, for the verification of the identity and the capacity of the signatory, and for the presence of a qualified clinician in the consent conversation where the law applicable to the Customer requires it. Any template made available through the Platform is provided for information only, does not constitute legal or clinical advice, and must be reviewed and adapted by the Customer before use.

Electronic records and signatures. Consent records are captured, sealed and time-stamped as electronic records within the meaning of the Electronic Transactions Law. Their evidential value in any given jurisdiction depends on the law applicable to the Customer and on the process which the Customer operates, and neither the Technology Provider nor the Digital Trader warrants that a given record will be accepted as sufficient evidence of consent by a court, a supervisory authority, a professional body or an insurer.

Retention. The Customer must export the evidence package for each consent and retain it in its own patient record for the period required by the law applicable to it, and must not rely on the Platform as its sole record-keeping system.

Consumption. Usage Events for this Module include education journeys delivered, generated and sealed documents, signature events and exported evidence packages, metered in accordance with the Rate Card.

A3.5 Module 4A — Clinical Education and Training for Dental Professionals

Function. The Module provides online learning for dentists and clinical staff and, where stated in the Order, in-person workshops and demonstrations in the United Arab Emirates.

No qualification conferred. Completion of a course does not confer any professional qualification, licence, registration, specialisation or entitlement to practise, and does not authorise any procedure which the participant is not otherwise qualified and licensed to perform. Continuing professional development or continuing medical education accreditation is claimed only where a course expressly states the accrediting body, the number of credits and the period of validity.

In-person workshops. Attendance at a workshop is subject to the booking, cancellation, attendance and venue rules notified at the time of booking. Practical demonstrations are performed on models, simulators or extracted specimens. No treatment is performed on a patient in the course of a demonstration unless the Customer has separately arranged it, holds the required authorisations and consents, and takes full clinical responsibility for it. Participants must comply with the applicable health, safety, infection-control and visa requirements, and are responsible for their own travel, accommodation and insurance.

Course materials. Course materials are made available to the participant for personal professional use during the Subscription Term. They must not be reproduced, distributed, shared with persons who are not participants, or used to deliver teaching to others, without the Technology Provider’s prior written consent.

Participant records. Where the Customer enrols its personnel, the Customer is responsible for informing them of the processing of their attendance and assessment records, which are processed in accordance with Annex 1 and, where the Technology Provider issues a certificate in its own name, in accordance with the Privacy Policy.

Consumption. Usage Events for this Module include enrolments, delivered modules, assessments and issued certificates, metered in accordance with the Rate Card, and workshop places are charged as stated in the Order.

Annex 4 — Patient Terms

These Patient Terms form part of the Agreement and are at the same time the complete terms on which a Patient uses a Virtual Practice and purchases Credits. They are published separately on the Portal and are accepted by the Patient before the first purchase of Credits. The Operator is not a party to them and does not sell Credits. Where a Virtual Practice does not have the patient-funded mechanisms enabled under Article 3, no Patient purchases Credits and only the provisions of these Patient Terms which concern the use of the Virtual Practice apply.

A4.1 Who you are dealing with

Your dental or medical care is provided by the practice you have chosen, which operates its Virtual Practice on this platform under its own licence and in its own name. That practice, and not anyone else, is your healthcare provider, is responsible for your treatment and for your medical records, and has its own terms and its own privacy notice, which you should read.

Credits are sold to you by DENTARA STRATEGIES - FZCO, a free zone company incorporated under the regulations of the Dubai Integrated Economic Zones Authority, licence number 74464, registered at IFZA Business Park, Building A1, Dubai Digital Park, Dubai Silicon Oasis, PO Box 342001, Dubai, United Arab Emirates (“we”, “us”). We are the seller and the merchant of record for your purchase, and your contract for Credits is with us.

The platform itself is operated by Rahadu – F.Z.C, Ajman Free Zone C1 Building, Ajman, United Arab Emirates, which issues the Credits and keeps the record of them. Neither we nor Rahadu – F.Z.C provides healthcare, gives medical advice, or employs or supervises the practitioners who treat you.

A4.2 What you are buying

A Credit is a prepaid unit which lets you use the technology of the Virtual Practice, such as an answer from the assistant, the processing of an image, the delivery of an educational item or a document. A Credit never buys healthcare. It is comparable to prepaying for mobile data: it pays for the use of a system, not for the time of a practitioner.

A Credit is not money, is not electronic money, does not bear interest, cannot be exchanged for cash, and cannot be transferred to another person. Credits can be used only within the platform, in the Virtual Practice to which they were credited.

The price you see for an action is the total. It consists of the technology price, which is set by the operator of the platform, and the practice’s own markup, which the practice sets itself and which is its own earning. No part of what you pay is a commission on the fees your practice charges for treatment.

A4.3 Free Credits, referrals and cashback

You may receive free Credits when you first register, at the expense of the platform. Free Credits are a sample and are not intended to meet a complete need. Your practice may also give you Credits out of its own earnings. Free Credits have an expiry date, which is shown to you, and are used before Credits you have paid for.

If you pass a referral link to another person, you receive Credits only when that person first purchases Credits, and not when they register. A referral link never reveals who you are or that you use the platform.

Where the platform refers you to a supplier and you buy from that supplier, the supplier pays us a commission. Your practice and the practitioner who treats you receive no part of it. A commission never changes what the platform tells you, what it recommends or the order in which options are shown, and a part of each commission is returned to you as Credits.

A4.4 This is not medical advice

The platform provides information, education and support for the workflow of your practice. It does not diagnose, does not prescribe and does not recommend treatment. Anything the platform generates is produced by automated means, may be incomplete or inaccurate, and must not be treated as a diagnosis or as medical advice. Your practitioner is responsible for every clinical decision about you.

The platform is not an emergency service. If you have an urgent problem, or you believe you need immediate care, contact your practice directly or seek emergency care in the usual way for your country. Never delay seeking care because of something the platform has told you.

A4.5 Your account

You must be at least 18 years old to hold an account and to purchase Credits. If you are being treated as a minor, your care and any records relating to it are handled by your practice, with the consent of a parent or legal guardian where that is required, and you do not purchase Credits.

Your account is personal to you. Keep your login details confidential and tell us without delay if you think someone else has used your account. Use the platform only in relation to your own care, and do not submit information about another person except where your practice has asked you to do so for that person’s treatment and is entitled to receive it.

A4.6 Payment, prices and invoices

The price of Credits is shown before you confirm your purchase, including any Value Added Tax or equivalent tax which applies to you. Payment is taken by our payment service provider; we do not store your full card details. You receive a receipt and an electronic invoice by electronic mail for each purchase, issued in accordance with Federal Decree-Law No. 14 of 2023 of the United Arab Emirates.

We may change the price of Credits and the technology price for the future, and we will tell you before a change takes effect. If a change increases the technology price, the Credits you bought before we told you keep their old value: for six months after the change they are used at the prices that applied before it. No money is paid back.

A4.7 Expiry, cancellation and refunds

Credits you have purchased do not expire. Free Credits — the ones you get on registration, from your practice, from a referral or as cashback — expire on the date shown when they are given to you, and are used before Credits you have paid for. The platform shows you your balance and any expiry dates at all times, and warns you before free Credits expire.

Credits are never exchanged for money. If you close your account, your balance of purchased Credits is not paid out to you; it stays recorded and becomes available again if you come back. If the practice you use leaves the platform, you may move your balance to another practice on the platform. If you do not use the platform for a long period we may close a dormant balance, but only after writing to you at least 60 days beforehand and only where the law allows it. This does not affect your right of withdrawal below, or any refund the law requires us to make.

If you are a consumer in the European Union or in another country which gives you a right of withdrawal. You may withdraw from a purchase of Credits within 14 days without giving a reason, by an unequivocal statement to dentaraisupport@gmail.com. We refund you within 14 days using the same means of payment. If you asked us to make the Credits available immediately and acknowledged at checkout that you would lose the right of withdrawal in respect of Credits you then use, the right of withdrawal does not apply to the Credits you have already consumed, and we refund the remainder.

Nothing in these Patient Terms excludes or limits your rights under Federal Decree-Law No. 14 of 2023 and the consumer-protection legislation of the United Arab Emirates, or any mandatory consumer right you have under the law of the country in which you habitually reside.

A4.8 Your personal data

Your practice decides how your health and treatment data are used and is the controller of them; the platform processes them on its instructions. We are the controller of your account and purchase data. Our Privacy Policy, published on the Portal, explains both roles, the legal bases, how long data are kept, and how to exercise your rights. For anything about your treatment or your medical record, contact your practice; for your account, your purchases or your Credits, contact us.

Where an interaction is recorded or transcribed, that happens only where your practice has enabled it, and you are told before it happens.

A4.9 Complaints and support

For anything concerning your Credits, a payment, an invoice or the operation of the platform, contact us at dentaraisupport@gmail.com. We aim to acknowledge a complaint within three (3) business days and to resolve it within a reasonable period. If you are not satisfied, you may take the matter to the competent consumer-protection authority. For anything concerning your treatment, contact your practice.

A4.10 Availability, changes and closure

We try to keep the platform available but cannot guarantee that it will be available at all times. We may change or discontinue features. If a change materially reduces what you have paid for, we will tell you and refund the Credits you have not used.

We may suspend or close your account if you use the platform unlawfully, if you attempt to obtain free Credits by creating more than one account, or if we are required to do so by law. Where it is reasonable, we tell you first and give you the chance to put the matter right.

We may change these Patient Terms. If a change materially affects you, we will tell you at least 30 days in advance. If you do not accept it, you may close your account and receive a refund of the Credits you have purchased and not used.

A4.11 Law and jurisdiction

These Patient Terms are governed by the laws of the United Arab Emirates, and the courts of Dubai have jurisdiction. If you are a consumer habitually resident in another country, you keep the protection of any provision of the law of that country which cannot be departed from by agreement, and you may bring or defend proceedings before the courts of that country where that law gives you the right to do so. These Patient Terms contain no arbitration clause.

A4.12 How to contact us

DENTARA STRATEGIES - FZCO, IFZA Business Park, Building A1, Dubai Digital Park, Dubai Silicon Oasis, PO Box 342001, Dubai, United Arab Emirates, licence number 74464. Support and complaints: dentaraisupport@gmail.com. Data protection: dentarai@dentarai.com.