Terms & Conditions

SaaS Product Licence

• The provisions of this Part I of these Terms will apply if you have elected to subscribe to a SaaS Product licence in the Sales Agreement.
• We grant to you a non-exclusive, non-transferable, revocable limited licence to access and use the SaaS Product and SaaS Services during the term of your subscription, subject to these Terms.
• The SaaS Product may be updated or enhanced by us during the duration of these Terms.

Our obligations

• We will provide the SaaS Product with reasonable skill and care.

Your obligations

• You shall:
  • provide us with all necessary cooperation in relation to these Terms;
  • provide us with all necessary access to your practice and such information as we may require, in order to provide the SaaS Services;
  • obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform our obligations under these Terms;
  • in the scenario where you wish to divest one or more practices from a multi-location instance, you shall endeavour to provide at least twelve (12) months' notice.

Use of Services

• You shall ensure any User of the SaaS Product licence complies with these Terms. You are responsible for the acts and omissions of all Users.
• You and your Users are permitted to use the SaaS Services only in accordance with these Terms and any relevant law, regulation, code or industry standard.
• You may not engage in any conduct that may disrupt the provision of the SaaS Services by us.
• Subject to any express agreement to the contrary, you and any authorised User may not reproduce, copy, duplicate, trade in, or resell any part of the SaaS Services.
• Your and any authorised User's right to use the SaaS Services is non-exclusive, non-transferable, and fully revocable at our discretion.

Fees

• Subscription charges ("Subscription Fee") commence on the date that you activate your subscription. You will be billed by us in advance on a monthly basis.
• Your first payment will be the setup fee and the Subscription Fee we agreed on. The Subscription Fee and all subscription fees thereafter are non-refundable.
• You will provide us with a valid Direct Debit mandate from your bank account in our favour for payment of the applicable Subscription Fee.
• If you terminate your subscription, you and any authorised User will continue to have access to the SaaS Services for the remainder of your then-current subscription period.
• No refunds or credits will be issued for partial periods of service, upgrade/downgrade refunds, or refunds for periods unused.
• Subscriptions cancelled before the end of their current billing cycle will not be charged again in the next cycle.
• The amount charged in the next billing cycle will automatically be updated to reflect any changes you request to your subscription.
• All prices are subject to change upon at least thirty (30) days' notice. Such notice may be provided by an email message to you.
• You are responsible for paying all taxes associated with the subscription to the SaaS Services.
• Any and all payments by and on account of the compensation payable by you under the Sales Agreement shall be made free and clear of any deductions or withholding taxes.

API Use

• Any use of the SaaS Service using an Application Programming Interface ("API"), including use of an API through a third-party product, is subject to these Terms.
• Subject to any Non-excludable Rights, we shall not be liable to you or any User for any direct, indirect, incidental, special, consequential or exemplary damages arising from your use of the API.
• We reserve the right, at any time, to modify or discontinue, temporarily or permanently, access to and use of the SaaS Services (or any part thereof).

Support Provisions and Obligations

• The provisions of Part II of these Terms will apply if you have elected to subscribe for the support and maintenance services in the Sales Agreement.
• Subject to timely payment of fees and these Terms, we agree to support the SDL Software installed at your Practice from the Effective Date.

Our Support and Maintenance obligations

• During the Term, SDL will provide support and maintenance services, including reasonable telephone support during SDL's business hours.
• Within the contracted support hours as defined in your Sales Agreement or on our website: https://solutiondynamics.com/ngage-ai/.

Your obligations and responsibilities

• Please make personnel available and provide the information, facilities, services, and equipment as needed so we can fulfil our support obligations.
• You agree to provide us with internet access to your practice computers so we can remotely access your SDL Software using a tool approved by us.
• We do not accept any liability for damage to data, the SDL Software, or other systems resulting from remote access. You should ensure all data is backed up before any remote access session.
• You give us the authority to deal directly with your relevant service or network providers and/or any sub-contractors, as required.

Support Reinstatement

• If the provision of the Support Services is terminated or otherwise lapses, a recommencement fee will be charged to commence the provision of the Support Services again.

Subcontracting Support Services

• We may, without your prior written consent, subcontract any of the Support Services to a third-party. Unless otherwise notified, we remain responsible for all subcontracted Support Services.

Provision of Data Conversion Services

• Upon request, we may provide a Data Conversion process to import practice data from other practice management systems.
• Conversion activity prior to product installation is included in the installation charges and is subject to a customer acceptance sign-off.
• If we agree to provide any additional Data Conversion activity post-customer completion acceptance, such Data Conversion activity shall be charged at our then-current rates.
• In certain scenarios (typically involving data controlled and shared with third parties), any Data Conversion activity requested may need to be quoted on a case-by-case basis.

Automatic Renewal of Support Services

• Unless a different term is set forth in your Sales Agreement, we shall provide you with the Support Services for a period of one (1) year, and such term shall automatically renew for successive one (1) year periods unless terminated in accordance with these Terms.

Provision of Patient Communication Services

• The provisions of Part III of these Terms will apply if you have elected to subscribe to the Patient Experience or patient communication services in the Sales Agreement.
• We agree to use reasonable endeavours to provide email Services to you through the SDL Software or SaaS Product in partnership with our carrier partners.
• We agree to provide the Patient Communication Services to you in accordance with any specifications contained in the Sales Agreement.

Pricing & Invoicing

• The fees for the Services as set forth in the applicable invoice issued in accordance with the Sales Agreement, as well as any other applicable fees, are due and payable in accordance with the payment terms set forth in the Sales Agreement.
• Invoices are due by either Direct Debit or credit card and payable 10 days from the date of issue.
• We reserve the right to adjust the pricing contained in the Sales Agreement with thirty (30) days' written notice to you.

Content of Communication

• You and any authorised User agree not to use the Patient Communication Services to transmit any information or material that violates any applicable law, regulation, or code of practice.
• In accordance with anti-SPAM legislation, guidelines, codes of practice and applicable law, you and any authorised User agree that for every Marketing Message transmitted:
  • the recipient has first consented to receiving the Marketing Message;
  • the recipient has been provided with a means to Opt-Out of receiving any further Marketing Messages;
  • the recipient can clearly identify that you are the sender of the Marketing Message;
  • upon receipt of an Opt-Out request, you will remove the recipient from the relevant marketing list as soon as practicable;
  • you acknowledge that we may request explicit confirmation of compliance with this clause from time to time; and
  • you otherwise comply with all applicable laws.
• You and any authorised User agree not to use the Patient Communication Services to transmit computer worms or viruses; access any of our computer systems or networks without our consent; forge any messages or impersonate other people; or send any obscene, abusive or defamatory material.
• You must not distribute any Restricted Content — content that is offensive, unlawful, misleading, deceptive, or otherwise in breach of applicable law or regulation.

Information Security

• You accept responsibility for all aspects of your Account, including the actions of all persons in possession of your username and password.
• You and any authorised User acknowledge that the internet is not an inherently secure system and undertake responsibility for ensuring the security of your data during transmission.
• You and any authorised User will be responsible at all times for maintaining the security of your data and that of your patients.

Disclaimer

• You and any authorised User acknowledge that we are in part reliant on carriers and other third-party suppliers and therefore cannot guarantee uninterrupted delivery of the Patient Communication Services.
• We shall use reasonable endeavours to ensure that all information provided in the Products and Services is accurate, but make no warranty to that effect.
• No part of the Website, SDL Software, or the SaaS Services is intended to constitute advice, and the content of the Products should not be relied upon when making any decisions.

Confidentiality

• Notwithstanding any other provision of this Agreement, we have the unconditional and irrevocable right to disclose your Confidential Information where required to do so by law, by order of a court, or by a regulatory or government body.

Indemnities

• You shall defend and indemnify us, and hold us harmless from all costs (including legal costs on a full indemnity basis), losses, liabilities, and expenses arising from your breach of these Terms or misuse of the Patient Communication Services.

Context

• The provision of this Part IV is applicable to the application of Parts I, II, III and IV of these Terms, having regard to your relevant Sales Agreement.
• Use of the Website, SDL Software, SaaS Product and Services constitutes acceptance of these Terms.

Prohibited Uses

• You acknowledge and agree that any breach of this clause will constitute a material breach. For the duration of these Terms you must not:
  • exceed the maximum number of users specified in the Sales Agreement, or as otherwise agreed to in writing;
  • use the SDL Software or SaaS Product in a way that could damage, disable, overburden, impair, or compromise our systems or security;
  • collect or harvest any information or data from any SDL Software or SaaS Product, or attempt to decipher any transmissions to or from our servers;
  • without our prior written consent, solicit or recruit our employees or contractors for a period of twelve (12) months after the termination of the Sales Agreement;
  • modify, merge, translate, decode or otherwise alter the SDL Software or SaaS Product;
  • transfer the SDL Software, SaaS Product, or sub-licences, leases or other rights to the SDL Software or SaaS Product to others;
  • alter, adapt, translate, download, convert, reverse engineer, disassemble or decompile the SDL Software or SaaS Product, nor attempt to derive the source code;
  • remove any proprietary notice or labels on or in the SDL Software or SaaS Product;
  • have additional workstations installed above the number purchased without prior written authorisation from us;
  • permit any software other than software supplied by us to read or write directly to/from our database;
  • permit any third party to provide or otherwise make available the SDL Software or SaaS Product without our prior written consent;
  • use the SDL Software or SaaS Product in any unlawful manner or for any unlawful purpose;
  • access all or any part of the Services in order to build a product or service that competes with the Services;
  • use the Services to provide services to third parties without our prior written consent; or
  • attempt to undertake any security testing of the Services without our prior written consent.

Provision of Ancillary Products

• The fees you will pay us for the provision of any Ancillary Product will be set out in the Sales Agreement.
• We reserve the right to adjust the pricing contained in the Sales Agreement with thirty (30) days' written notice to you.

AI Usage

• Certain Products we provide may involve the use of AI. Any such AI usage will be identified by us in the applicable Sales Agreement or product documentation. Where AI is used, we will comply with applicable law and regulation relating to AI and data protection. Our AI Privacy Policy is available at https://solutiondynamics.com/ngage-ai/.

Term and Termination

• The Solution Dynamics Software Licence is effective until terminated. You may terminate the Solution Dynamics Software Licence at any time by giving ninety (90) days' written notice to us.
• We may terminate the Solution Dynamics Software Licence immediately on written notice to you if:
  • you fail to comply with any of these Terms that are not capable of remedy;
  • you suffer an Insolvency Event;
  • you fail to materially comply with these Terms or are in material violation of the Sales Agreement;
  • you create a Security Emergency;
  • we are required to do so by law; or
  • it is no longer commercially viable for us to continue providing the SDL Software.
• You agree upon termination to: (a) immediately cease all use of the SDL Software; (b) destroy or return all copies of the SDL Software in your possession; and (c) provide written certification that you have done so.
• On termination you will remain liable for any accrued charges and amounts that became due prior to termination.
• As applicable and to the extent permitted by law, where fees have been prepaid or for a fixed term, the fees are non-refundable.
• If the Solution Dynamics Software Licence is terminated, our obligation to provide the Support Services shall immediately cease.
• Termination of the Sales Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.

• The term of this Agreement with respect to SaaS Services will commence upon User's acceptance of these Terms and shall continue until terminated.
• We, in our sole discretion, have the right to suspend or terminate the Services at any time and without notice where you:
  • are in material violation of the Sales Agreement;
  • create a Security Emergency;
  • indicate that you do not intend to comply with these Terms;
  • suffer an Insolvency Event;
  • your behaviour is abusive or in breach of our Zero Tolerance policy; or
  • we are required to do so by law or it is no longer commercially viable to continue providing the Services.
• If we terminate your Account as a result of your breach of these Terms, you will not be entitled to any refund.
• If we terminate your Account or subscription for any other reason, you will be refunded any remaining balance of your Subscription Fee for the unused portion of your subscription period.
• In the event that you terminate your Account subscription, you will cease to have access to the Services from the date of termination.
• If your Account or subscription is terminated, your Account will be closed, and your access to the Services will be suspended.
• Upon termination of the Sales Agreement, you shall cease to be bound by all obligations set out in these Terms with the exception of any obligations that expressly survive termination.

Your Responsibilities

• Any training or other services ordered will be available for the period running from the date you first receive access to the Services.
• You shall be solely responsible for the protection of your system and associated data by:
  • performing regular backups of your data and software, and storing some off-site;
  • validating the fidelity and recoverability of your backups;
  • installing and maintaining up-to-date antivirus and malware protection;
  • using trained personnel to operate the SDL Software or SaaS Product in accordance with our training recommendations;
  • ensuring appropriate hardware and technical conditions are maintained; and
  • promptly notifying us of any error messages or problems.
• You must use best endeavours to secure and prevent the unlawful use or copying of the SDL Software or SaaS Product.
• You must treat any user identification code, password or other security information as confidential and not disclose it to any third party.
• You must ensure that any personal details or information submitted to us are accurate and truthful.
• You must ensure that your premises are properly prepared prior to the implementation of the SDL Software or SaaS Product.
• You must ensure that your employees, subcontractors, or agents who have access to the SDL Software or SaaS Product comply with these Terms.
• You are solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centres.

Payment

• All sums are to be paid in full without set-off or counterclaim and, except as required by law, free and clear of any deductions.
• If you default in payment of any amounts due to us under these Terms, we may:
  • suspend the provision of the Services;
  • suspend the operation of the SDL Software or SaaS Product; or
  • terminate all or part of the Services and the applicable Sales Agreement.
• If you are located in Australia or New Zealand, we may charge interest on any unpaid amount from the due date until the date of payment.
• If you are located in the UK or Ireland, we may charge interest on the overdue amount at the rate of four per cent (4%) per annum above the base rate of the Bank of England from time to time.
• All fees and other payments due to us under these Terms and the Sales Agreement shall be payable by you to us in the manner set out in the Sales Agreement.
• All payments payable to us shall become due immediately on termination of these Terms.
• Fees for Subscription Services may be increased annually, effective as of each anniversary of the Sales Agreement.

• Where applicable, subject to payment of the appropriate fee, training services shall be provided by us to you.
• For UK Users, the cancellation charges are:
  • more than three (3) weeks' notice — 10% of the training fee;
  • more than two (2) weeks' notice — 40% of the training fee;
  • more than one (1) week's notice — 70% of the training fee;
  • within one (1) week of the agreed date — 100% of the training fee.
• For Users in New Zealand or Australia: within forty-eight (48) hours of the scheduled service, twenty-five percent (25%) of the service fee will apply.

Confidentiality

• In the course of fulfilling our obligations under these Terms, we may see your Confidential Information. We instruct all our staff and subcontractors to treat your Confidential Information as confidential.
• Neither of us may disclose to any third party information regarding the other party's internal relations which a party has expressly indicated is confidential, except as required by law.
• You agree to treat all of our Confidential Information as confidential.
• Confidential Information shall not include information that:
  • is or becomes publicly known other than through any act or omission of the receiving party;
  • was in the other party's lawful possession before the disclosure;
  • is lawfully disclosed to the receiving party by a third-party without restriction on disclosure; or
  • is independently developed by the receiving party.
• We reserve the right to provide your Confidential Information to third parties as required and permitted by law (such as in response to a court order).

Intellectual Property

• You acknowledge that all Intellectual Property rights in the SDL Software and SaaS Product are our sole property, and you will not contest this at any time.
• All content included in Products or on the Website, unless submitted or created by you, is either owned by us or licensed to us. You may not copy, reproduce, distribute or create derivative works from such content without our express written permission.
• You acknowledge that you have no right to have access to the SDL Software or SaaS Product in source code form or in unlocked form.

Warranties

• Subject to Non-excludable Rights, the Website, Products and Services are provided "as is" and on an "as available" basis without any representation or endorsement.
• For the SDL Software, we warrant that:
  • the SDL Software is owned exclusively by us or we hold appropriate licences;
  • we will provide operational software that is ready to use for your business; and
  • once installed, the SDL Software will, when properly used on a compatible browser, perform substantially in accordance with its specification.
• Subject to Non-excludable Rights, we shall not in any circumstances be liable to you or any authorised User for failure to provide the SDL Software, SaaS Product or Services due to circumstances beyond our reasonable control.
• We (to the maximum extent permitted by law) do not warrant that your use of the SDL Software or SaaS Product will be uninterrupted or error-free; and are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks.

Limitation of Liability

• Subject to these Terms, our total and aggregate liability to you (including under each Sales Agreement) shall not exceed the total amount paid by you to us in the twelve (12) months preceding the event giving rise to the claim.
• Nothing in these Terms excludes or restricts our liability for:
  • death or personal injury resulting from any negligence;
  • fraud or fraudulent misrepresentation on our part; or
  • any other liability which cannot be excluded or limited by law.
• Subject to the above, in no event shall we be liable, whether in tort (including negligence or breach of statutory duty), contract, misrepresentation, or otherwise for:
  • loss of profits;
  • loss of business;
  • depletion of goodwill or similar losses;
  • loss of anticipated savings;
  • loss of goods;
  • loss of contract;
  • loss of use;
  • loss or corruption of data or information; or
  • any special, indirect or consequential losses.

Audits

• We shall be entitled to enter your premises on reasonable notice in order to inspect the SDL Software or SaaS Product to ensure compliance with these Terms and the Sales Agreement.

Assignment

• You shall not have any right to assign any right, title or interest under these Terms without our prior approval in writing.
• We may at any time assign, novate, charge, subcontract or deal in any other manner with any or all of our rights and obligations under these Terms.

Amendment

• Whilst every effort has been made to ensure that these Terms adhere strictly with applicable law, if any provision is found to be unlawful, invalid or otherwise unenforceable, that provision shall be deleted.

Severance

• If any provision or part-provision of the Sales Agreement or these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.

Entire Agreement

• These Terms, together with the Privacy Policy and any other policies available on the Website, and where applicable the Sales Agreement, constitute the entire agreement between you and us in relation to their subject matter and supersede any prior agreement, understanding or arrangement between you and us.

Survival

• Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Sales Agreement shall remain in full force and effect.

Exclusion of Statutory Implied Guarantees and Warranties

• Our liability for breach of a Non-excludable Right (including a consumer guarantee under the Australian Consumer Law) is limited to:
  • in the case of a supply of goods — replacing the goods or supplying equivalent goods, or paying the cost of replacing or acquiring equivalent goods; and
  • in the case of a supply of services — resupplying the services, or paying the cost of having the services supplied again.
• To make a claim under any warranty provided in these Terms, please contact us by email at info@solutiondynamics.com. You will bear your own expenses of making such a claim.

• You confirm and agree that:
  • you are acquiring the goods and/or services under these Terms for a business purpose; and
  • as far as is permitted by law, all statutorily implied warranties in respect of the provision of goods and services are excluded.

Force Majeure

• Neither party will be liable under these Terms for a failure or default or delay in performing their respective obligations where such failure, default or delay results from causes beyond that party's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, or government action.

Disputes

• Disputes will be resolved in accordance with the applicable jurisdiction, as detailed in the Sales Agreement. All Sales Agreements made with Solution Dynamics Ltd will be governed by the law of New Zealand unless otherwise specified.

Disputes — EU, United Kingdom & Ireland

• These Terms, the Sales Agreement, and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the law of England and Wales.

Disputes — New Zealand & Australia

• Either party may require any dispute between the parties arising out of or in connection with these terms and conditions to be resolved by binding arbitration.
• The arbitration shall be conducted pursuant to the then-current New Zealand Arbitration Act, and the decision of the Arbitrator shall be final and binding on the parties.

Data Protection and Security

• Both parties will comply with all applicable requirements of Data Protection Legislation.
• We will not be liable for, and you must indemnify us against, any claim brought by a data subject arising from any action or omission by you in relation to any personal data held or processed by us pursuant to these Terms.
• You warrant to us that you have obtained all required consents and given all notifications required to allow us to collect, use and process personal data in accordance with these Terms.
• You acknowledge and understand that by entering into the SaaS Services, you actively consent to us placing a telecommunications cookie on your device, or on the devices of your employees, which is strictly necessary for the provision of the SaaS Services.

Links to Websites

• The Website may provide links to other websites. Unless expressly stated otherwise, such websites are not under the control of Solution Dynamics and we are not responsible for the content of those websites.

Communications Between Us — United Kingdom

• All notices intended for us shall be sent in writing by email to: AccountspayableUK&USA@solutiondynamics.com
• All notices intended for you shall be sent by us to the email address provided by you in the Account information.

Communications Between Us — New Zealand & Australia

• If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide in the Sales Agreement.
• All notices intended for us shall be sent to us by email to: accountspayableUK&USA@solutiondynamics.com

No Waiver

• If we fail to insist that you and/or any authorised User perform any of your obligations under these Terms, and/or if we do not enforce our rights against you, this does not mean that we have waived our rights and does not mean that you do not have to comply with those obligations.

Changes to Terms

• We may, at our sole discretion and with such notice as may be required by law, change these Terms to reflect changes in our Services or applicable law.
• From time to time, we may automatically update or change any Products or Services to improve performance, enhance functionality, reflect changes to the operating system, or address security issues.
• If you do not accept the notified changes, you may continue to use the SDL Software or SaaS Product in accordance with the existing Terms until the end of your current subscription period, after which these Terms will apply.

Enforcement

• No one other than a party to the Sales Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

Public Announcement

• No party shall make, or permit any person to make, any public announcement concerning the Sales Agreement or these Terms without the prior written consent of the other party, except as required by law or any governmental or regulatory authority.

Authority

• You represent and warrant to us that you have the authority to enter into a Sales Agreement, use the Services, and be bound by these Terms.