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ARKIVE DENTAL LIMITED

TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 13.

1 INTERPRETATION

1.1             Definitions.

In these Conditions, the following definitions apply:

Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;

Cast and Digital Scanning Service has the meaning given to it in Schedule 1;

Charges means the charges payable by the Customer for the supply of the Services in accordance with clause 9, as updated by the Supplier from time to time;

Commencement Date means has the meaning set out in clause 2.2;

Conditions means these terms and conditions as amended from time to time in accordance with clause 17.7;

Contract means the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions;

Customer means the person or firm who purchases Services from the Supplier;

Customer Materials has the meaning set out in clause 4.1.2;

Data Controller has the meaning set out in section 1(1) of the Data Protection Act 1998;

Data Subject means an individual who is the subject of Personal Data;

Deliverables means the provision of any Images, software, Scores, Guidance, Resin Models, Orthodontic Retainers and any other products, documents and/or other materials produced by the Supplier for the Customer as part of the Services;

Guidance means the guidance provided by the Orthodontic Consultant engaged by the Supplier in respect of the Orthodontic Consultation Services, as detailed in Schedule 1;

Images means 3D digitized images of orthodontic casts and/or impressions provided by the Supplier as part of the Cast and Digital Scanning Service;

Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

Non-Supplier Defect has the meaning set out in clause 5.4;

Notification Date has the meaning set out in clause 5.3(b);

Online Archiving Service has the meaning given to it in Schedule 1;

Online Archiving Site means the Supplier’s secure online archiving solution at arkive.dental.co.uk;

Order means the Customer's order for Services as set out in the Customer's written acceptance of the Supplier’s quotation or a relevant lab card;

Orthodontic Retainer means a custom made vacuum formed retainer provided by the Supplier as part of the Orthodontic Retainer Service;

Orthodontic Retainer Service has the meaning given to it in Schedule 1;

Personal Data has the meaning set out in section 1(1) of the Data Protection Act 1998 and relates only to personal data, or any part of such personal data, in respect of which the Customer is the Data Controller and in relation to which the Supplier is providing Services under the Contract, including any patient personal data;

Processing and process have the meaning set out in section 1(1) of the Data Protection Act 1998.

Resin Model means a 3D resin model which can be produced by the Supplier (on request by the Customer) as part of the Cast and Digital Scanning Service, using Images stored via the Supplier’s Online Archiving Site and which can be delivered to the Customer within ten (10) Business Days of request;

Score means a PAR/IOTN score provided by the Supplier as part of the Scoring Service;

Scoring and/or Consultation Service has the meaning given to it in Schedule 1;

Services means all or any of the Cast and Digital Scanning Service, Online Archiving Service, Scoring and/or Consultation Service and/or Orthodontic Retainer Service (each as described in Schedule 1), including the Deliverables (if any), to be supplied by the Supplier to the Customer as part of the Services and as set out in the Specification;

Specification means the description or specification of the Services as set out in Schedule 1 or as otherwise provided in writing by the Supplier to the Customer in the Supplier’s quotation;

Supplier: Arkive Dental Limited, a company registered in England and Wales with company number 08851169 and whose registered office is at Premier House, Kiln Court, College Road, Ripon HG4 2BP.

1.2             Construction. In these Conditions, the following rules apply:

1.2.1            a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

1.2.2            a reference to a party includes personal representatives, its successors or permitted assigns;

1.2.3            a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

1.2.4            any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

1.2.5            a reference to writing or written includes faxes and e-mails.

2 BASIS OF CONTRACT

2.1             The Order constitutes an offer by the Customer to purchase Services in accordance with and subject to these Conditions and the Supplier’s quotation.

2.2             The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

2.3             The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.

2.4             Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained on or in the Supplier's website, catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.5             These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.6             Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of twenty (20) Business Days from its date of issue.

3 SUPPLY OF SERVICES

3.1             The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.

3.2             The Supplier shall use reasonable endeavours to meet any performance dates agreed between the parties and specified in the Supplier’s quotation or the Supplier’s written acceptance of the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3             The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

3.4             The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

3.5             To the extent permitted by law, the Supplier excludes all conditions, warranties, representations or other terms which may apply to the Services and/or Deliverables, whether express or implied.

4 CUSTOMER'S OBLIGATIONS

4.1             The Customer acknowledges and agrees that the Supplier’s ability to provide the Services is dependent upon:

4.1.1            the full and timely co-operation of the Customer in all matters relating to the Services, which the Customer agrees to provide; and

4.1.2            in the case of the Cast and Digital Scanning Service, Scoring and/or Consultation Service and Orthodontic Retainer Service, the accuracy, completeness and suitability of any materials, information and/or data that the Customer provides to the Supplier in order for the Supplier to provide such Services, including any physical casts or impressions, models, clinical assessments, notes, measurements and/or any other relevant data, information or materials provided by the Customer (together the Customer Materials). 

4.2             Accordingly, the Customer shall:

4.2.1            ensure that the terms of the Order and Specification are complete and accurate;

4.2.2            provide the Supplier in a timely manner with such Customer Materials as the Supplier may reasonably require in order to supply the Services, and warrants that such Customer Materials are complete, accurate, clinically correct and otherwise suitable for use by the Supplier in relation to the Services.  The Customer acknowledges and agrees that the Supplier shall be under no obligation whatsoever to check or verify that any Customer Materials are complete, accurate, clinically correct or otherwise suitable for use in connection with the Services on receipt by the Supplier;

4.2.3            obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start; and

4.2.4            check and verify that any Deliverables (including any Images) provided by the Supplier as part of the Services meet the Customer's requirements for their intended purpose(s) and the Customer shall notify the Supplier of any errors and/or omissions in respect of such Deliverables within the timeframes specified in clause 5.4, clause 7.4 or clause 8.3 (as applicable).

4.3             If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

4.3.1            the Supplier shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve the Supplier from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;

4.3.2            the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly any Customer Default; and

4.3.3            the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

5 Cast and Digital Scanning Service

5.1             Where the Customer is purchasing the Cast and Digital Scanning Service and the Customer chooses to provide its own physical casts/impressions, the Customer shall be responsible for ensuring the accuracy, completeness and suitability of such casts/impressions for use by the Supplier in relation to the relevant Services. The Supplier accepts no responsibility or liability whatsoever for the condition or quality of any casts/impressions which are provided by the Customer (including to the extent that any such casts/impressions are damaged in transit to the Supplier) and the Supplier shall use such casts/impressions in whatever condition they are received by the Supplier.

5.2             On completion of the Cast and Digital Scanning Service, the Supplier shall notify the Customer by email that the applicable Images are available for download and shall provide the Customer with relevant information about how the Images can be accessed by the Customer.  On receipt of such notification from the Supplier, the Customer shall be responsible for checking and verifying that the relevant Images meet the Customer's requirements for their intended purpose(s). 

5.3             The Supplier does not give any guarantees, warranties or representations in relation to the accuracy of any Images or Resin Models.

5.4             The Customer shall notify the Supplier in writing of any errors and/or omissions in respect of any Images within the timeframe set out below:

(a)       in respect of Images taken from plaster casts, within twenty-eight (28) days of the date of notification by the Supplier that the Images are available online (Notification Date); or

(b)       in respect of Images taken from an impression, within seven (7) days of the Notification Date.

5.5             In the event that the Customer has not notified the Supplier of any errors and/or omissions within the timescales specified in clause 5.4, the Customer shall be deemed to have accepted the Images in the form provided (Acceptance).

5.6             The Supplier shall take reasonable steps to remedy any errors or omissions notified to the Supplier in accordance with the timeframes set out in clause 5.4, except to the extent that any such errors or omissions are caused by or arise from:

5.6.1            the use by the Supplier of Customer Materials that, at the time that they were received by the Supplier, were inaccurate, incomplete or otherwise  unsuitable for use in relation to the relevant Services; and/or

5.6.2            an act or omission of the Customer, or by one of the Customer's sub-contractors or agents for whom the Supplier has no responsibility,

(together, a Non-Supplier Defect).  In such circumstances, the Supplier shall use reasonable endeavours to provide such assistance reasonably requested by the Customer in order to remedy any such Non-Supplier Defect by supplying additional Services or Deliverables, but the Customer shall be required to pay the Supplier in full for all such additional Services and/or Deliverables at the Supplier's then current fees and prices.

5.7             The Supplier shall not be under any obligation whatsoever to remedy any errors and/or omissions which have not been notified to the Supplier in accordance with the timeframes set out in clause 5.4 above.

5.8             On Acceptance of the Images, in accordance with the Customer’s instructions, the Supplier shall either: (i) return the Images (in STL file format) to the Customer; or (ii) store the Images within the Supplier’s secure Online Archiving Site, subject to the Customer paying the relevant fees which apply in relation to the provision of the Online Archiving Service as set out in a quotation.

5.9             The Supplier shall be entitled to destroy all physical casts/impressions that are provided by the Customer after a reasonable period after Acceptance, unless the Customer specifically requests in writing in advance that its plaster casts and/or impressions are returned to the Customer, subject to agreement in advance by the Supplier and the Customer paying the Supplier's reasonable costs of returning such physical casts/impressions (as applicable).

5.10          The risk in any Resin Models ordered by the Customer as part of the Cast and Digital Scanning Service shall pass to the Customer upon delivery.

5.11          Title to any Resin Models shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Resin Models, and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due.

6 ONLINE ARCHIVING SERVICE

6.1             The Supplier gives no warranty, representation or guarantee that the Online Archiving Site, or any content on it, will always be available or be uninterrupted or compatible with any third party software or equipment.

6.2             The Customer acknowledges and agrees that it is the Customer’s responsibility to ensure the facilities and functions of the Online Archiving Site described in Schedule 1 meet the Customer’s requirements and that they are fit for the Customer’s purposes.

6.3             The Customer agrees, at all times, to keep confidential any user identification code, password or any other piece of information, which is provided to the Customer as part of the Supplier’s security procedures, and not to disclose it to any third party, other than the Customer’s employees, officers or agents on a need to know basis. The Supplier has the right to disable any user identification code or password, at any time, if in the Supplier’s reasonable opinion the Customer has failed to comply with any of the provisions of these Conditions.

6.4             The Supplier may suspend, withdraw, discontinue or change all or any part of the Online Archiving Site for any reason and without notice.

6.5             Without limiting its other rights and remedies, in the event that the Customer fails to pay any on-going annual Charges due in respect of any Online Archiving Service by the due date for payment, the Supplier shall issue a reminder and require the Customer to pay the relevant amount within thirty (30) days' of the reminder.

6.6             In the event that the Customer fails to pay the outstanding Charges within the time frame set out in clause 6.5, the Supplier may suspend all relevant Online Archiving Service, including the Customer's ability to access any Images or other digital images which are stored by the Supplier on behalf of the Customer, until payment of the relevant Charges has been made in full, in cleared funds.

6.7             The Supplier shall issue reminders to the Customer of any outstanding Charges on a monthly basis for up to a maximum of three (3) consecutive months. In the event that such Charges remain outstanding for a period of twelve (12) consecutive months, the Supplier shall be entitled to delete or destroy (as applicable) any Images or other digital images stored by the Supplier on behalf of the Customer without further notice or any liability to the Customer.

6.8             Before the Supplier deletes or destroys (as applicable) any digital images in accordance with clause 6.7, the Supplier shall notify NHS England / Northern Ireland / Scotland / Wales (as applicable) of the circumstances prevailing at that time and the Customer shall indemnify the Supplier in respect of any reasonable costs incurred by the Supplier in doing so.

6.9             In the event that the Supplier or the Customer terminates the provision of the Online Archiving Service in accordance with clause 9.2 or clause 14, the Customer shall be entitled to request that the Supplier returns to the Customer any Images or other digital images that the Supplier holds for the Customer (such digital images to be returned to Customer in file format on suitable media), provided that:

6.9.1            the Customer gives written notice of such a requirement at the same time as giving notice to terminate the relevant Services in accordance with clause 14.1.2 or as soon as possible after the Supplier terminates under clause 9.2, clause 14.1.1 or clause 14.2 (as applicable); and

6.9.2             the Customer pays the relevant exit costs as set out in Schedule 2 or as amended by the Supplier from time to time, save to the extent that the Customer shall not be required to pay such exit costs in circumstances where the Supplier terminates by notice under clause 14.1.1.

7 Scoring and/or consultation Service

7.1             Where the Customer is purchasing the Scoring and/or Consultation Service, the Customer shall be required to provide either physical casts/impressions or 3D digital images, along with any other relevant clinical information, as set out in Schedule 1 and/or agreed between the parties in advance. The Customer shall ensure that any physical casts/impressions or 3D digital images, and/or any other relevant clinical information, supplied by the Customer is a valid and accurate representation of the relevant patient.

7.2             Where the Customer chooses to submit is own physical casts/impressions, and/or other relevant clinical information, for the purposes of a one-off Scoring and/or Consultation Service, the Customer shall inform the Supplier in writing in advance whether or not it requires the Supplier to return the relevant physical casts/impressions, and/or other relevant clinical information, on completion of the Scoring and/or Consultation Service, subject to the Customer paying the Supplier's reasonable costs of returning such physical casts/impressions and/or relevant clinical information. Where the Customer chooses to purchase the Cast and Digital Scanning Service, in conjunction with the Scoring and/or Consultation Service, the relevant casts/impressions will be destroyed or returned (as applicable) in accordance with clause 5.9 on completion of the Scoring and/or Consultation Service.

7.3             Where the Customer chooses to submit 3D digital images, the Customer shall inform the Supplier in writing in advance whether it requires the Supplier to: (i) return the 3D digital images on completion of the Scoring and/or Consultation Service, subject to the Customer paying the Supplier's reasonable costs of doing so; or (ii) store the 3D digital images via the Supplier’s secure Online Archiving Site, subject to the Customer paying the relevant fees which apply in relation to the provision of the Online Archiving Service.

7.4             On receipt of the relevant Scores and/or Guidance (as applicable), which result from the provision of the Scoring and/or Consultation Service, the Customer shall check and verify that the Scores and/or Guidance (as applicable) meet the Customer's requirements and shall notify the Supplier in writing of any errors and/or omissions in respect of the relevant Scores and/or Guidance (as applicable) within five (5) days of receipt of the Scores and/or Guidance (as applicable). The Supplier shall not be under any obligation whatsoever to remedy any errors and/or omissions relating to any Scores and/or Guidance (as applicable): (i) except to the extent that such errors and/or omissions can be demonstrated to be the result of the actions or omissions of the Supplier; and (ii) unless such errors and/or omissions are notified to the Supplier within the timeframe specified in this clause.

7.5             Any Guidance provided by the Supplier is not intended to be prescriptive and the Customer shall be fully responsible for: (i) any clinical decisions made by the Customer in reliance upon the Guidance; and (ii) for determining that the Customer (or relevant individual dentist employed or engaged by the Customer) has the necessary skills and is appropriately trained and indemnified in order to carry out any task or treatment on the basis of the Guidance. The Supplier shall have no responsibility or liability whatsoever in respect of any decision by the Customer (or relevant individual dentist employed or engaged by the Customer) to carry out any task or treatment in reliance upon the Guidance were the Customer (or relevant individual dentist employed or engaged by the Customer) does not have the necessary skills and/or is not appropriately trained and/or indemnified in order to carry out such task or treatment.

8 ORTHODONTIC RETAINER SERVICE

8.1             The Customer shall be responsible for ensuring the accuracy, completeness and suitability of any casts, impression and/or measurements provided by the Customer for use by the Supplier in relation to the Orthodontic Retainer Service. The Supplier accepts no responsibility or liability whatsoever for the condition or quality of any casts/impressions which are provided by the Customer (including to the extent that any such casts/impressions are damaged in transit to the Supplier) and the Supplier shall use such cast/impressions in whatever condition they are received by the Supplier.

8.2             The Supplier does not give any guarantees, warranties or representations in relation to the accuracy of the suitability or fitness of the Orthodontic Retainers for any individual patient or other intended purpose(s), whether or not such intended purpose(s) are made known to the Supplier by the Customer.

8.3             The Customer shall notify the Supplier in writing of any errors and/or omissions in respect of any Orthodontic Retainers within twenty eight (28) days of provision of the relevant Orthodontic Retainers to the Customer.

8.4             In the event that the Customer has not notified the Supplier of any errors and/or omissions within the timescales specified in clause 8.3, the Customer shall be deemed to have accepted the Orthodontic Retainers in the form provided (Acceptance).

8.5             The Supplier shall take reasonable steps to remedy any errors or omissions notified to the Supplier in accordance with the timeframes set out in clause 8.3, except to the extent that any such errors or omissions are caused by or arise from:

8.5.1            the use by the Supplier of Customer Materials that, at the time that they were received by the Supplier, were inaccurate, incomplete or otherwise  unsuitable for use in relation to the relevant Services; and/or

8.5.2            an act or omission of the Customer, or by one of the Customer's sub-contractors or agents for whom the Supplier has no responsibility,

(together, a Non-Supplier Defect).  In such circumstances, the Supplier shall use reasonable endeavours to provide such assistance reasonably requested by the Customer in order to remedy any such Non-Supplier Defect by supplying additional Services or Deliverables, but the Customer shall be required to pay the Supplier in full for all such additional Services and/or Deliverables at the Supplier's then current fees and prices.

8.6             The Supplier shall not be under any obligation whatsoever to remedy any errors and/or omissions which are not been notified to the Supplier in accordance with the timeframes set out in clause 8.3 above.

8.7             The risk in any Orthodontic Retainers ordered by the Customer as part of the Orthodontic Retainer Service shall pass to the Customer upon delivery.

8.8             Title to any Orthodontic Retainers shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the relevant Orthodontic Retainers, and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due.

8.9             Any casts/impressions provided by the Customer will be returned or destroyed in accordance with clause 5.9 on completion of the Orthodontic Retainer Services.

9 CHARGES AND PAYMENT

9.1             The Charges for the Services shall be calculated in accordance with the Supplier's standard fee rates as set out in Schedule 2, as amended and updated by the Supplier from time to time.

9.2             The Supplier reserves the right to increase its Charges at any time. The Supplier will give the Customer written notice of any such increase at least three (3) months before the proposed date of the increase. If such increase is not acceptable to the Customer, the Customer shall notify the Supplier in writing within four (4) weeks of the date of the Supplier's notice and the Supplier shall have the right, without limiting its other rights or remedies, to terminate the Contract and the provision of any of the Services by giving at least three (3) months’ written notice to the Customer.

9.3             The Supplier shall invoice the Customer:

(i)         in respect of the Cast and Digital Scanning Services, Scoring and/or Consultation Services and Orthodontic Retainer Service, on completion of the Services; and

(ii)        in respect of Online Archiving Services, annually in advance, in accordance with Schedule 2.

9.4             The Customer shall pay each invoice submitted by the Supplier:

9.4.1            within thirty (30) days of the date of the invoice; and

9.4.2            in full and in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment shall be of the essence of the Contract.

9.5             All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax at the rate chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

9.6             If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per cent per annum above the Bank of England’s base lending rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

9.7             The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

10 INTELLECTUAL PROPERTY RIGHTS

10.1          All Intellectual Property Rights in or arising out of or in connection with the Services, the Deliverables and the Online Archiving Site shall be owned by the Supplier.

10.2          Where the Customer is purchasing the Cast and Digital Scanning Services, the Supplier hereby grants to the Customer a non-exclusive, worldwide, royalty free, licence to use, reproduce and store copies of the Images by any means or in any media throughout the world.

10.3          Where the Customer is purchasing the Cast and Digital Scanning Services and/or the Online Archiving Services, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to use the Online Archiving Site and related software for the duration of the Contract solely for the Customer’s internal business operations.

10.4          The Customer shall own all right, title and interest in and to all of the Customer Materials and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Materials. The Customer hereby grants to the Supplier a non-exclusive, royalty-free licence to use Customer Materials as is necessary for the Supplier to carry out its obligations under the Contract.

11 CONFIDENTIALITY

A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 11 shall survive termination of the Contract.

12 Data protection

12.1          The Customer and the Supplier acknowledge that for the purposes of the Data Protection Act 1998, the Customer is the Data Controller and the Supplier is the data processor in respect of any Personal Data.

12.2          To the extent that the Customer is require to provide to the Supplier with any data belonging or relating to a patient, in relation to the provision of the Services, the Customer shall ensure that such data is: (i) anonymised; (ii) transmitted electronically in a secure format; and (iii) stored at all times by the Customer in accordance with best practice guidance on the handling of electronic patient data.

12.3          To the extent that the Supplier processes the Personal Data of the Customer, the Supplier undertakes to the Customer that:

12.3.1         it shall process such Personal Data only to the extent, and in such a manner, as is reasonably necessary to supply the Services in accordance with the Contract or as is required by any applicable law;

12.3.2         it shall implement appropriate technical and organisational measures to protect such Personal Data against unauthorised or unlawful processing and accidental loss, destruction, alteration or disclosure;

12.3.3         it shall not transfer such Personal Data outside the European Economic Area (“EEA”) without the prior written consent of the Customer.  However, if the Customer is based in a country which is outside the EEA,  the Customer acknowledges and agrees that Personal Data may be transferred outside the EEA to the extent necessary for purposes of the Contract; and

12.3.4         it shall use reasonable endeavours to assist the Customer with any subject access request that the Customer receives relating to such Personal Data processed by the Supplier under the Contract.

12.4          The Customer warrants to the Supplier that, in respect of any Personal Data which it communicates to the Supplier pursuant to the Contract:

12.4.1         it has complied in all respects with its obligations under the Data Protection Act 1998 and all related legislation; and

12.4.2         it has all necessary consents and permissions to communicate such Personal Data to the Supplier for the purposes of the Contract.

12.5          The Customer acknowledges that the Supplier is reliant on the Customer for direction as to the extent to which the Supplier is entitled to use and process the Personal Data. Consequently, the Supplier will not be liable for any claim brought by a Data Subject arising from any action or omission by the Supplier, to the extent that such action or omission resulted from the Customer's instructions or the Supplier otherwise processing the Personal Data in accordance with the Contract.

13 LIMITATION OF LIABILITY: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

13.1          The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier (including any claim made against the Supplier by a third party) arising out of or in connection with the provision of the Services, or the Customer’s use of the Services, any Deliverables or the Online Archiving Site, to the extent that such claim arises out of the act or omission of the Customer, its employees, agents or subcontractors.

13.2          Nothing in these Conditions shall limit or exclude the Supplier's liability for:

13.2.1         death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

13.2.2         fraud or fraudulent misrepresentation; or

13.2.3         breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

13.3          Subject to clause 13.2, the Supplier will not in any circumstances be liable to the Customer or any third party for any costs, losses or damage sustained or incurred by the Customer or any third party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising directly or indirectly from:

13.3.1         the Customer's use of the Services and/or any Deliverables, including any measurements, clinical decisions and/or treatment taken or carried out by the Customer or any third party in reliance on the Services and/or any Deliverables;

13.3.2         the accuracy, completeness or suitability of any Customer Materials used by the Supplier in the provision of the Services;

13.3.3         the Supplier’s Online Archiving Site, or any content on it, being  unavailable at any time or for any period, for any reason;

13.3.4         any other loss or damage resulting from the transfer of data (including Personal Data) over communications networks and facilities, including the internet, or any failure caused by third party software;

13.3.5         insufficient or out dated anti-virus, anti-malware and firewalls being used by the Customer; or

13.3.6         any unauthorised, unlawful or accidental loss, destruction, alteration or disclosure of any content stored on the Online Archiving Site, including any Personal Data belonging to the Customer, resulting from any unauthorised access to the Online Archiving Site, or  the introduction of any technically harmful unauthorised access to secure parts of the site, introduction of technically harmful content and unauthorised copying of proprietary contentcontent to, or any other misuse of, the Online Archiving Site.

13.4          Subject to clause 13.2 and without prejudice to clause 13.3:

13.4.1         the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity or for any indirect or consequential loss arising under or in connection with the Contract; and

13.4.2         the Supplier's total liability to the Customer in respect of all other direct losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the lower of: (i) the total Charges paid or payable by the Customer to the Supplier under the Contract; and (ii) one hundred thousand pounds (£100,000).

13.5          This clause 13 shall survive termination of the Contract.

14 TERMINATION

14.1          Without limiting its other rights or remedies:

14.1.1         the Supplier may terminate the Contract in whole or in part by giving three  (3) months' written notice to the Customer; and

14.1.2         the Customer may terminate the Contract in whole or in part by giving six (6) months' written notice to the Supplier.

14.2          Without limiting its other rights or remedies, the Supplier may terminate the Contract in whole or in part (at the Supplier’s option) with immediate effect by giving written notice to the other party if:

14.2.1         the Customer fails to pay any amount due to the Supplier under the Contract by the date for payment and fails to remedy that breach within five (5) days of being notified to do so by the Supplier;

14.2.2         the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within fourteen (14) days of that party being notified in writing to do so;

14.2.3         the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

14.2.4         the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

14.2.5         a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of that the Customer;

14.2.6         the Customer (being an individual) is the subject of a bankruptcy petition or order;

14.2.7         a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within fourteen (14) days;

14.2.8         an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer (being a company);

14.2.9         the holder of a qualifying floating charge over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative receiver;

14.2.10      a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer;

14.2.11      any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2.3 to clause 14.2.10 (inclusive);

14.2.12      the Customer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;

14.2.13      the Customer’s financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or

14.2.14      the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

14.3          Without limiting its other rights or remedies, the Supplier may suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 14.2.3 to clause 14.2.14, or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

15 CONSEQUENCES OF TERMINATION

On termination of the Contract for any reason:

15.1          the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;

15.2          the Customer shall return all or any of the Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

15.3          the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

15.4          clauses which expressly or by implication survive termination shall continue in full force and effect.

16 FORCE MAJEURE

16.1          For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

16.2          The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

16.3          If the Force Majeure Event prevents the Supplier from providing any of the Services for more than four (4) weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

17 GENERAL

17.1          Assignment and other dealings.

17.1.1         The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

17.1.2         The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.

17.2          Notices.

17.2.1         Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.

17.2.2         A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.

17.2.3         The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

17.3          Severance.

17.3.1         If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

17.3.2         If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

17.4          Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

17.5          No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

17.6          Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

17.7          Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Supplier.

18           Governing law. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.

19           Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).


 

SCHEDULE 1 – the services

(1)    Cast and Digital Scanning Services

The cast and digital scanning service provides the following:

·         Scanning of existing physical orthodontic casts into 3D digital images.

·         Scanning of existing physical orthodontic impressions into 3D digital images.

·         Digital images are created in STL and PLY file formats for use with 3D image viewers.

·         The 3D images are then either returned to the Customer (for them to store and manage), or are kept within the Supplier’s secure online storage solution.

·         Provision of a 3D resin model from stored data which can be delivered to the Customer within 10 working days of request.

(2) Online Archiving Service

The online archiving service provides the following:

·      Secure storage of digitalised images of orthodontic casts and/or impressions.

·      Secure login and search tools for customers to access and download their images via an internet browser.

·      Provision of viewing software to view 3D images.

·      Copies of digitalised images are stored on multiple servers in multiple locations in the UK to minimise the risk of data loss.

(3)    Scoring and/or Consultation Service

a.                           Scoring Services (PAR / IOTN)

The Supplier offers the following scoring services:

·      Peer Assessment Rating (PAR), which is a scoring system which is employed by the NHS service to assess the quality of care given to dental patients.

·      Index of Orthodontic Need (IOTN), which is a scoring system to assess the complexity of the patients malocclusion, and is used to assesses the eligibility of a dental patient to receive (or be declined) NHS treatment.

 

b.                          Orthodontic Consultation Service

The Supplier offers the following Orthodontic Consultation Service:

·         The provision of Guidance by an Orthodontic Consultant, who is engaged by the Supplier for the provision of such services.

·         Such Guidance shall be provided to the Customer by the Orthodontic Consultant, following the Orthodontic Consultant’s consideration of any physical casts/impressions or 3D digital images and/or other relevant clinical information provided by the Customer.  Such clinical information supplied by the Customer must comply with the standards stipulated in the British Orthodontic Society’s guidance on Orthodontic records, produced by the Clinical Governance Directorate of the British Orthodontic Society of Great Britain 2015.

·         In the Guidance, the Orthodontic Consultant will make a recommendation about the care and/or treatment of the relevant patient and the level of individual who is best qualified to deliver the care and/or treatment to the relevant patient, in accordance with the guidance from the Department of Health Guide for Commissioning Orthodontics 29 September 2015. The Customer (or relevant individual dentist employed or engaged by the Customer) shall be fully responsible for determining whether it has the necessary skills and is appropriately trained and indemnified in order to carry out any task or treatment on the basis of the Guidance.

·         In any case in which the Orthodontic Consultant is unhappy with the quality or integrity of the relevant clinical information which has been provided to it by the Customer, the Orthodontic Consultant shall be entitled to decline issuing any Guidance in respect of that particular case (without the Supplier incurring any liability).

(4)    Orthodontic Retainer Services

The Orthodontic Retainer Service provides the following:

·      Provision of a set of orthodontic vacuum formed (commonly known as “Essix”) retainers.

·      Such device to be custom made by the Supplier and specifically designed to fit the patient named on the order.

·      Such device to be manufactured from a material suitable for the process described.


SCHEDULE 2 – the supplier’s standard fee rates

 

(1)    Cast and Digital Scanning Service

·      Cast scanning and storage £5.95 per set for scanning (to be paid on completion of the works) and 20p/year for storage (to be paid in advance).

·      Impression scanning and storage £7.95 per set for scanning (to be paid on completion of the works) and 20p/year for storage (to be paid in advance).

(2)    Online Archiving Service

·       New customer setup fee of £300 for use of online archiving service, to be paid in advance.

·      Minimal annual storage fee of £300 per annum (including licence fee for the software and storage fee) to be paid annually in advance of the twelve (12) month anniversary of the Contract commencement date and each twelve (12) month anniversary thereafter. Use of viewing software is conditional on the Customer paying the annual storage fee.

·      Free trial customers are given access to the online storage for three (3) months and then have the option of upgrading to full customer status on payment of the £300 new customer set up fee and £300 per annum storage fee.

·      The following exit fees shall be payable by the Customer to the extent it requires the Supplier to return the Customer’s stored images on termination of the Service pursuant to the provisions of clause 6.9:

o    £500 for the first 5000 images and then £250 per each extra 5000 images; and

o    in the event that the Customer requests that the Supplier provides the Customer’s stored images directly to a third party provider, additional time and materials will be charged at a rate of £900/day.

(3)    Scoring and/or Consultation Service

a.   Scoring Service (PAR / IOTN)

·      PAR/IOTN standard charge is £9 for a pre and post procedure scoring service.  E.g. two sets of teeth - one at the start of the treatment and one at the end.

b.  Orthodontic Consultation Service

·      Fees to be agreed

(4)    Orthodontic Retainer Service

·      £9.99 per Orthodontic Retainer.


If you have any questions relating to these terms please contact us by email using support@arkivedental.co.uk.

Website - Terms of Use

(1) Introduction

These terms of use govern your use of our website; by using our website, you agree to these terms of use in full. If you disagree with these terms of use or any part of these terms of use, you must not use our website.

Our website uses cookies. By using our website and agreeing to these terms of use, you consent to our use of cookies in accordance with the terms of our privacy policy.

(2) Licence to use website

Unless otherwise stated, we or our licensors own the intellectual property rights in the website and material on the website. Subject to the licence below, all these intellectual property rights are reserved.

You may view, download for caching purposes only, and print pages from the website for your own personal use, subject to the restrictions set out below and elsewhere in these terms of use.

You must not:

(a) republish material from this website (including republication on another website);

(b) sell, rent or sub-license material from the website;

(c) show any material from the website in public;

(d) reproduce, duplicate, copy or otherwise exploit material on our website for a commercial purpose;

(e) edit or otherwise modify any material on the website; or

(f) redistribute material from this website.

(3) Acceptable use

You must not use our website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

You must not use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.

You must not conduct any systematic or automated data collection activities (including, without limitation, scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent.

You must not use our website to transmit or send unsolicited commercial communications.

You must not use our website for any purposes related to marketing without our express written consent.

(4) Restricted access

Access to certain areas of our website is restricted. We reserve the right to restrict access to other areas of our website, or indeed our whole website, at our discretion.

If we provide you with or you generate a user ID and password to enable you to access restricted areas of our website or other content or services, you must ensure that the password is kept confidential.

You must notify us in writing immediately if you become aware of any unauthorised use of your account or password.

You are responsible for any activity on our website arising out of any failure to keep your password confidential and may be held liable for any losses arising out of such a failure.

You must not use any other person's user ID and password to access our website.

We may disable your user ID and password at any time in our sole discretion with or without notice or explanation.

(5) User content

In these terms of use, "your content" means material (including, without limitation, text, images, audio material, video material and audio-visual material) that you submit to our website, for whatever purpose.

You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, adapt, publish, translate and distribute your content in any existing or future media. You also grant to us the right to sub-license these rights and the right to bring an action for infringement of these rights.

You warrant and represent that your content will comply with these terms of use.

Your content must not be illegal or unlawful, must not infringe any third party's legal rights and must not be capable of giving rise to legal action whether against you or us or a third party (in each case under any applicable law).

You must not submit any content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

We reserve the right to edit or remove any material submitted to our website, or stored on our servers, or hosted or published upon our website.

Notwithstanding our rights under these terms of use in relation to your content, we do not undertake to monitor the submission of such content to, or the publication of such content on, our website.

(6) Limited warranties

We do not warrant the completeness or accuracy of the information published on this website; nor do we commit to ensuring that the website remains available or that the material on the website is kept up to date.

To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to this website and the use of this website (including, without limitation, any warranties implied by law in respect of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill).

(7) Limitations and exclusions of liability

Please refer to Clause 13 of the 'Services - Terms and Conditions'

(8) Indemnity

You hereby indemnify us and undertake to keep us indemnified against any losses, damages, costs, liabilities and expenses (including, without limitation, legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by us arising out of any breach by you of any provision of these terms of use, or arising out of any claim that you have breached any provision of these terms of use.

(9) Breaches of these terms of use

Without prejudice to our other rights under these terms of use, if you breach these terms of use in any way, we may take such action as we deem appropriate to deal with the breach, including suspending your access to the website, prohibiting you from accessing the website, blocking computers using your IP address from accessing the website, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you.

(10) Variation

We may revise these terms of use from time to time. Revised terms of use will apply to the use of our website from the date of publication of the revised terms of use on our website.

(11) Assignment

We may transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms of use without notifying you or obtaining your consent.

You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms of use.

(12) Severability

If a provision of these terms of use is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision willcontinue in effect.

(13) Exclusion of third party rights

These terms of use are for the benefit of you and us, and are not intended to benefit any third party or be enforceable by any third party. The exercise of our and your rights in relation to these terms of use is not subject to the consent of any third party.

(14) Entire agreement

Subject to the first paragraph of Section [7], these terms of use, together with our privacy policy, constitute the entire agreement between you and us in relation to your use of our website and supersede all previous agreements in respect of your use of our website.

(15) Law and jurisdiction

These terms of use will be governed by and construed in accordance with English law, and any disputes relating to these terms of use will be subject to the exclusive jurisdiction of the courts of England and Wales.

(16) Our details

The full name of our company is Arkive Solutions Limited.

We are registered in England and Wales under registration number 08950626.

You can contact us by email to support@arkivedental.co.uk.

Privacy Policy

(1) Introduction

We are committed to safeguarding the privacy of our website visitors; this policy sets out how we will treat your personal information.

Our website uses cookies. By using our website and agreeing to this policy, you consent to our use of cookies in accordance with the terms of this policy.

(2) What information do we collect?

We may collect, store and use the following kinds of personal information:

(a) information about your computer and about your visits to and use of this website including your IP address, geographical location, browser type and version, operating system, referral source, length of visit, page views, and website navigation;

(b) information relating to any transactions carried out between you and us on or in relation to this website, including information relating to any purchases you make of our goods or services;

(c) information that you provide to us for the purpose of registering with us;

(d) information that you provide to us for the purpose of subscribing to our website services, email notifications and/or newsletters;

Before you disclose to us the personal information of another person, you must obtain that person's consent to both the disclosure and the processing of that personal information in accordance with the terms of this privacy policy.

(3) Cookies

A cookie is a file containing an identifier (a string of letters and numbers) that is sent by a web server to a web browser and is stored by the browser. The identifier is then sent back to the server each time the browser requests a page from the server. This enables the web server to identify and track the web browser.

We use "session" cookies on the website. Session cookies will be deleted from your computer when you close your browser.

We will use the session cookies to: keep track of you whilst you navigate the website; prevent fraud and increase website security.

We use Google Analytics to analyse the use of this website. Google Analytics generates statistical and other information about website use by means of cookies, which are stored on users' computers. The information generated relating to our website is used to create reports about the use of the website. Google will store this information. Google's privacy policy is available at: http://www.google.com/privacypolicy.html.

Most browsers allow you to reject all cookies, whilst some browsers allow you to reject just third party cookies. For example, in Internet Explorer (version 9) you can refuse all cookies by clicking "Tools", "Internet options", "Privacy", and selecting "Block All Cookies" using the sliding selector. Blocking all cookies will, however, have a negative impact upon the usability of many websites, including this one.

(4) Using your personal information

Personal information submitted to us via this website will be used for the purposes specified in this privacy policy or in relevant parts of the website.

We may use your personal information to:

(a) administer the website;

(b) improve your browsing experience by personalising the website;

(c) enable your use of the services available on the website;

(d) send you general (non-marketing) commercial communications;

(e) send you email notifications which you have specifically requested;

(f) send you marketing communications relating to our business or the businesses of carefully-selected third parties which we think may be of interest to you, by post or, where you have specifically agreed to this, by email or similar technology (and you can inform us at any time if you no longer require marketing communications);

(g) provide third parties with statistical information about our users – but this information will not be used to identify any individual user;

(h) deal with enquiries and complaints made by or about you relating to the website;

(i) keep the website secure and prevent fraud;

(j) verify compliance with the terms and conditions governing the use of the website;

We will not, without your express consent, provide your personal information to any third parties for the purpose of direct marketing.

(5) Disclosures

We may disclose your personal information to any of our employees, officers, agents, suppliers or subcontractors insofar as reasonably necessary for the purposes set out in this privacy policy.

We may disclose your personal information to any member of our group of companies (this means our subsidiaries, our ultimate holding company and all its subsidiaries) insofar as reasonably necessary for the purposes set out in this privacy policy.

In addition, we may disclose your personal information:

(a) to the extent that we are required to do so by law;

(b) in connection with any ongoing or prospective legal proceedings;

(c) in order to establish, exercise or defend our legal rights (including providing information to others for the purposes of fraud prevention and reducing credit risk);

(d) to the purchaser (or prospective purchaser) of any business or asset that we are (or are contemplating) selling; and

(e) to any person who we reasonably believe may apply to a court or other competent authority for disclosure of that personal information where, in our reasonable opinion, such court or authority would be reasonably likely to order disclosure of that personal information.

Except as provided in this privacy policy, we will not provide your information to third parties.

(6) International data transfers

Information that we collect may be stored and processed in and transferred between any of the countries in which we operate in order to enable us to use the information in accordance with this privacy policy.

Information which you provide may be transferred to countries (including the United States), which do not have data protection laws equivalent to those in force in the European Economic Area.

You expressly agree to such transfers of personal information.

(7) Security of your personal information

We will take reasonable technical and organisational precautions to prevent the loss, misuse or alteration of your personal information.

We will store all the personal information you provide on our secure servers.

All electronic transactions entered into via the website will be protected by encryption technology.

You acknowledge that the transmission of information over the internet is inherently insecure, and we cannot guarantee the security of data sent over the internet.

You are responsible for keeping your password and other login details confidential. We will not ask you for your password (except when you log in to the website).

(8) Policy amendments

We may update this privacy policy from time to time by posting a new version on our website. You should check this page occasionally to ensure you are happy with any changes.

We may also notify you of changes to our privacy policy by email.

(9) Your rights

You may instruct us to provide you with any personal information we hold about you. Provision of such information will be subject to:

(a) the payment of a fee (currently fixed at GBP 10); and

(b) the supply of appropriate evidence of your identity.

We may withhold such personal information to the extent permitted by law.

You may instruct us not to process your personal information for marketing purposes, by sending an email to us. In practice, you will usually either expressly agree in advance to our use of your personal information for marketing purposes, or we will provide you with an opportunity to opt out of the use of your personal information for marketing purposes.

(10) Third party websites

The website contains links to other websites. We are not responsible for the privacy policies or practices of third party websites.

(11) Updating information

Please let us know if the personal information which we hold about you needs to be corrected or updated.

(12) Contact

If you have any questions about this privacy policy or our treatment of your personal information, please write to us by email to support@arkivedental.co.uk or by post to the Arkive Solutions Limited registered office.