BUSINESS TERMS & CONDITIONS
Application and entire agreement
1. These Terms and Conditions apply to the provision of the services detailed in our Agreement for Services (Services) by The Dental Virtual Assistant Limited a company registered in England and Wales under number 12805992 whose registered office is at 117 Gordon Hill, Enfield, EN2 0QT (we or us or Service Provider) to the person buying the Services (you or Client).
2. You are deemed to have accepted these Terms and Conditions when you accept our Agreement for Services or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our Agreement for Services (the Agreement) are the entire agreement between us.
3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Agreement to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Interpretation
4. A "business day" means any day other than a Saturday, Sunday or bank holiday in England and Wales.
5. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation. 6. Words imparting the singular number shall include the plural and vice-versa.
Services
7. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the Agreement for Services, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
8. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the Agreement for Services; however, time shall not be of the essence in the performance of our obligations.
9. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
10. Services will be provided during the standard working hours of 9 am to 5 pm on business days as interpreted in clause 4. Services can be provided outside of the standard working hours by prior arrangement.
Your obligations
11. You must obtain any permissions, consents, licences or otherwise that we need and must give us access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
12. You will indemnify us against all claims for failure to comply with clause 11.
13. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).
Fees and Deposit
14. The fees (Fees) for the Services are set out in the Agreement for Services and are on a time and materials basis.
15. In addition to the Fees, we can recover from you a) reasonable incidental expenses at cost including, but not limited to, travelling expenses, mileage at 45p a mile, telephone calls to numbers charged outside of tariff, postage, printing, stationery and any associated expenses, and b) after written agreement from you, the cost of Services provided by third parties and required by us for the performance of the Services.
16. After written agreement from you, you must pay us for any additional services provided by us that are not specified in the Agreement for Services in accordance with our then current, applicable hourly rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.
17. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority. At the time of writing we are not registered for VAT but will inform you if we are required to register.
Cancellation and amendment
18. We can withdraw, cancel or amend an Agreement for Services if it has not been accepted by you, or if the Services have not started, within a period of 5 days from the date of the Agreement for Services, (unless the Agreement for Services has been withdrawn).
19. Either we or you can cancel an Agreement for any reason prior to your acceptance (or rejection) of the Agreement for Services.
20. If you cancel the Agreement, the time, materials and incidental costs will be invoiced up to the date of cancellation unless the Agreement is for a fixed term retainer, which will be invoiced to the end of the fixed term.
21. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs reasonably incurred will be included in the Fees and invoiced to you.
22. If due to circumstances beyond our control, including those set out in 'Circumstances beyond a party's control', we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum
Payment
23. We will invoice you for payment of the Fees either: a. when we have completed the Services; or b. on the invoice dates set out in the Agreement for Services; or c. for open-ended Services, the last day of the calendar month for which time and material fees and incidental expenses were incurred.
24. You must pay the Fees due within 14 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us on the Agreement for Services.
25. Time for payment shall be of the essence of the Agreement.
26. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we may charge you interest at the rate of 2% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
27. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
28. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future Services which have been ordered by, or otherwise arranged with, you.
29. Receipts for payment will be issued by us only at your request.
30. All payments must be made in Pound Sterling. Direct Debit is our preferred method of payment. Alternatively, electronic payment to the bank account stated on the invoice.
Sub-Contracting and assignment
31. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions. After receiving written agreement from you, we can subcontract or delegate in any manner any or all of our obligations to a third party with the appropriate skills and experience.
32. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
Termination
33. We can terminate the provision of the Services immediately if you:
a. commit a material breach of your obligations under these Terms and Conditions; or
b. fail to make pay any amount due under the Agreement on the due date for payment;
c. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
d. enter into a voluntary arrangement under Part l of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
e. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule Bl of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
Intellectual property
34. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Liability and Indemnity
35. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.
36. The total amount of our liability is limited to the total amount of Fees payable by you under the Agreement. 37. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the Agreement for Services for:
a. any indirect, special or consequential loss, damage, costs, or expenses or;
b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third-party claims; or
c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
d. any losses caused directly or indirectly by any failure or your breach in relation to your obligations, or
e. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
38. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
39. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
Data Protection
40. When supplying the Services to the Client, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees and patients of the Client.
41. The parties agree that where such processing of personal data takes place, the Client shall be the 'data controller' and the Service Provider shall be the 'data processor' as defined in the General Data Protection Regulation (UKGDPR) as may be amended, extended and/or re-enacted from time to time.
42. For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor' and 'Data Subject' shall have the same meaning as in the UKGDPR.
43. The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these terms and conditions or as requested by and agreed with the Client, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party's purposes.
44. The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict 'need-to-know' basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.
45. The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of the Client.
46. Further information about the Service Provider's approach to data protection are specified in its Data Protection Policy, which can be provided upon request. For any enquiries or complaints regarding data privacy, you can email katey@thedentalva.co.uk.
Confidentiality
47. Each party will only use confidential information to perform its obligations under the Agreement and will not cause or allow the information to be disclosed except:
a. where required by law, court order or any governmental or regulatory body;
b. to any of its employees, officers, sub-contractors, representatives or advisers who need to know the information in order to discharge its obligations under the Agreement and agree only to use the information for that purpose and not to cause or allow disclosure of that information;
c. where the information has become generally available to the public (other than as a result of disclosure in breach of the Agreement by the party or any of its employees, officers, sub-contractors, representatives or advisers);
d. where the information was available or known to it on a non-confidential basis before being disclosed under the Agreement; or
e. where the information was developed by or for it independently of the Agreement and is received by persons who are not disclosing parties.
Non-solicitation
48. The Client shall not, without the prior written consent of the Service Provider, at any time from the date of the Agreement to the expiry of 24 months after the last date of supply of the Services or termination of the Agreement (whichever is the latest), solicit or entice away from the Service Provider or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or sub-contractor of the Service Provider in the provision of Services.
49. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other extent that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions
Circumstances beyond a party's control
50. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
51. Notices shall be deemed to have been duly given:
a. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
b. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c. on the fifth business day following mailing, if mailed by national ordinary mail; or
d. on the tenth business day following mailing, if mailed by airmail.
52. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
No waiver
53. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
Severance
54. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction
55. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts
Last revised 09/22.