Dentist agreement 

1. Definitions Used in These Conditions

2. Procurement of Services and Basis of Contract

2.1. You may procure Services by agreeing an Order with Us. The Order constitutes an offer by You to purchase Services in accordance with these Conditions.

Plan Services:

2.2. Where You procure the Plan Services the Contract shall only come into existence and shall be binding on You and Us once the Order has been agreed and signed by You and Us.

2.3. Your access and use of the Plan Services will commence on the Plan Start Date and is conditional upon You successfully completing the Onboarding Process.

Platform Services:

2.4. Where You procure the Platform Services, the Contract shall only come into existence and shall be binding on You and Us once the Order has been agreed and signed by You and Us.

2.5. Your access and use of the Platform Services will commence on the Platform Start Date and:

• 2.5.1. Your access and use of Platform Service 1 is conditional upon You successfully completing the Onboarding Process; and
• 2.5.2. Your access and use of Platform Service 2 is conditional upon You successfully completing the Onboarding Process and the Funding Onboarding Process.

2.6. The Platform Start Date for Platform Service 1 and Platform Service 2 may differ and is subject to the time taken to complete the onboarding processes set out at clause 2.5.

2.7. In the event You fail to complete any aspects of the Onboarding Process and/or the Funding Onboarding Process, or at any time fail to meet your obligations or requirements of the Funding Contract, Your access or use of the Services and Your Order may be:

• 2.7.1. terminated at Practi’s sole discretion. On termination the provisions of clause 11.6 (consequences of termination) will apply; and/or
• 2.7.2. suspended or restricted, as determined by Practi.

2.8. Subject to clause 2.11, the Contract may not be amended, except where agreed in writing and signed by Us.

2.9. We reserve the right to review and make changes to the Conditions from time to time during the term Our Services are provided to You. If We intend to make changes, We shall notify You:

• 2.9.1. as soon as possible in writing giving You at least thirty (30) days’ notice of such changes; or
• 2.9.2. where such changes are required by Applicable Laws to take effect immediately, as soon as is practicable following the change being made.

2.10. Should You not wish to proceed with any or all of the Services on receipt of notification of any changes to the Conditions, You may terminate the Contract by giving Us thirty (30) days’ written notice and will remain subject to the original Conditions for that notice period. Where You terminate pursuant to this clause 2.10, the provisions of clause 11.6 will still apply. Alternatively, should We notify You of any changes to the Conditions and You:

• 2.10.1. notify to Us that You do not agree to the changes but do not give Us any notice to terminate the Contract, within the period stated above; or
• 2.10.2. we do not hear from You in response to Our notification of changes to the Contract, the Contract will continue on the terms of the amended Conditions with effect from the date stated in Our original notification to You.

2.11. Alternatively, should We notify You of any changes to the Conditions and You do not comply with those amended Conditions or We (in Our sole discretion, acting reasonably) believe that You do not intend to comply with the same, We reserve the right to terminate the Contract and the provisions of clause 11.6 will apply.

2.12. These Conditions apply to the Contract to the exclusion of any other terms that You may seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

3. Services

3.1. You shall appoint Us, and We shall provide the Services in accordance with the relevant Order on the terms and conditions of the Contract.

3.3. Product Services:

3.3.1. Unless otherwise stated in the Order, any Contract for Product Services will run from the Product Start Date for an initial term of six (6) calendar months and thereafter, will continue to run until terminated (“Plan Services Term”) in accordance with clause 3.3.2.

3.3.2. Unless otherwise stated in the Order, either party may give written notice to end the Product Services, to the other party:

• (a) where You have 499 patients or less subscribed to Plans (as defined in the Plan Service Terms) as at the date of the intended notice to terminate, the notice period will be three (3) calendar months, with termination of the Contract effective from the end of the notice period; or
• (b) where You have 500 patients or more subscribed to Plans (as defined in the Plan Service Terms), as at the date of the intended notice to terminate, the notice period will be six (6) calendar months, with termination of the Contract effective from the end of the notice period.

3.4. Platform Services:

3.4.1. Unless otherwise stated in the Order, any Contract for Platform Services will run from the Platform Start Date and will continue to run until terminated (“Platform Services Term”).

3.4.2. Unless otherwise stated in the Order, either You or Us may give three (3) calendar months’ written notice to Us or You (as the case may be) to end the Platform Services, with effect from the end of the notice period.

3.5. Notice must be given in accordance with clause 14.1 to be effective.

4. Documents making up the Contract

4.1. The Contract is made up of the following documents and, in the event of ambiguity or discrepancy, they shall have the following order of priority:

• 4.1.1. the Order(s);
• 4.1.2. (where You procure Platform Service 2) the Funding Contract;
• 4.1.3. the Service Specific Terms; and
• 4.1.4. these Conditions,

all of the above together form the “Contract”.

5. Our Obligations to You

5.1. In supplying the Services to You, We shall:

• 5.1.1. perform them with the level of care, skill and diligence in accordance with good practice in Our industry, profession or trade;
• 5.1.2. co-operate with You in all matters relating to the Services;
• 5.1.3. use Personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that We fulfil Our obligations under any Order;
• 5.1.4. provide the Documentation; and
• 5.1.5. comply with all Applicable Laws.

5.2. We shall use commercially reasonable endeavours to make the Services available to You, except for:

• 5.2.1. planned maintenance, provided that We have used reasonable endeavours to give You at least six (6) normal business hours' notice in advance;
• 5.2.2. unplanned maintenance, whereby We will endeavour to give You reasonable notice in advance; and
• 5.2.3. maintenance activities (planned or unplanned) of Our third-party providers, which may impact accessibility and use of the Services from time to time. Notice may be provided to You where possible. We are not responsible for any delays, delivery failures, loss or damage resulting from the maintenance activities of Our third-party providers.

6. Fees and Payment

6.1. The Fees payable by You in respect of the Services are contained in the relevant Order.

6.2. The Fees are inclusive of VAT unless otherwise stated in the Order.

6.3. We shall issue Our invoice or statement of fees in respect of the Services, in accordance with the Service Specific Terms.

6.4. You shall pay all undisputed invoices:

• 6.4.1. in full in cleared funds within thirty (30) days of receipt of each issued and undisputed invoice; and
• 6.4.2. via Our third party payment provider and/or to the bank account nominated by Us, as amended from time to time.

6.5. Time for payment of the Fees is of the essence. Where You do not pay the Fees by or on their due date, We reserve the right to charge You, and You agree to pay:

• 6.5.1. a late payment charge equivalent to 2% of the amount(s) overdue, which shall be added to the amounts outstanding from You; and
• 6.5.2. interest on any outstanding amount(s) from their due date up to and including the date of payment (or judgment if sooner), at the rate of 4% per annum above the base rate from time to time of the Bank of England.

6.6. We reserve the right to invoice You, and You agree to pay to Us, for any Onboarding Fees for the provision of the Services, as set out in the Order. Where We charge Onboarding Fees to You, it is non-refundable unless We, in Our sole discretion, advise You to the contrary.

6.7. Where You ask Us to provide additional services to You which are not within Services set out in any Order (the "Additional Services"), such Additional Services are to be provided at Our sole discretion and shall be subject to additional fees. In the event that Additional Services are requested by You, We will discuss and agree with You the associated fees.

6.8. We shall not be required to provide any Additional Services to You, unless and until We have agreed with You the scope of, and fees associated with the Additional Services. Any Additional Services must be agreed in writing and signed by both Parties, via Your Order for Services, which may result in an increase in Fees.

6.9. Your continued use of and access to the Services set out in Your Order(s) is at all times subject to receipt by Us of the Fees.

6.10. We reserve the right to review and change the Fees as set out in the Order. In the event You do not accept the change in Fees as notified, You have the right to terminate this Contract within thirty (30) days of receiving notice of the change in Fees. If You do not terminate this Contract following such notice being given to You, You will be deemed to have accepted the change in Fees. The consequences of termination under condition 11.6 will apply in the event You provide effective notice to terminate in accordance with clause 14.

7. Your Obligations

7.1. At all times during the Services term, You undertake that You shall, and shall procure that any of Your Personnel shall:

• 7.1.1. ensure that You and any of Your Personnel who practice dentistry, will remain on the register with the GDC at all times;
• 7.1.2. ensure that where You or any member of Your Personnel at any time has their GDC registration suspended or removed or is subject to GDC enquiry, You will advise Us immediately in writing, providing details of the suspension or removal. Upon receipt of Your notification, We reserve the right to terminate the Contract in accordance with clause 11.4;
• 7.1.3. ensure that You act at all times in accordance with a responsible body of medical opinion when providing Your dental services;
• 7.1.4. comply with any requirements to obtain clinical consent from any Patient and ensure that it is, at all times, appropriately captured and documented;
• 7.1.5. in the event You are introduced to a Patient by a person with either parental responsibility or other legal authority to make decisions about the healthcare needs of that Patient, You must ensure that You or any of Your Personnel request and obtain proof of authority to make such decisions (e.g. a copy of the Lasting Power of Attorney). You or any of Your Personnel must ensure this request and the outcome is, at all times, appropriately captured and documented;
• 7.1.6. be and remain suitably trained, skilled and experienced to carry out the dental services You provide to Your Patients at all times, including undertaking all required continuing professional development;
• 7.1.7. undertake such additional training, registration and/or compliance with standards as may be required by Us and/or the GDC and/or any relevant professional body;
• 7.1.8. be registered with any relevant medical professional body, where not registered with the GDC, and maintain Your dental services to the standards expected of such professional body at all times;
• 7.1.9. ensure that You prioritise Patient health in all interactions with each Patient and ensure all Patient interactions are conducted honestly and fairly;
• 7.1.10. provide Us with:
  • (a) all necessary co-operation in relation to the Contract; and
  • (b) all necessary access to such information as may be required by Us;
• 7.1.11. notify Us immediately of any criminal or civil proceedings brought against You or any of Your Personnel;
• 7.1.12. comply with all Applicable Laws in particular where related to any dental services provided by You or Your Personnel to Patients;
• 7.1.13. within two (2) days provide Us with any complaint which relates to the Plan Services or the Platform Services;
• 7.1.14. perform all dental services to Patients with the level of care, skill and diligence in accordance with best practice in Your industry and profession; and
• 7.1.15. ensure that all products, equipment and facilities offered by You to Patients are up to date and aligned with the current state of dental knowledge and techniques.

7.2. You must immediately notify Us of any changes to Your obligations under clause 7.1, failing which We may exercise Our right to terminate the Contract in accordance with clause 11. On termination the provisions of clause 11.6 will apply.

7.3. You undertake that You will comply:

• 7.3.1. with all Applicable Laws with respect to Your activities under the Contract; and
• 7.3.2. where You have procured the Platform Services, with the Funding Contract (where Platform Services 2 are part of the Services) and Merchant Agreement;
• 7.3.3. where in receipt of the Platform Services, with the Platform Service Terms set out in Appendix 1, Part A (Platform Services); and/or
• 7.3.4. where in receipt of the Plan Services, with the Plan Service Terms set out in Appendix 1, Part B (Plan Services).

8. Confidential Information

8.1. You and We will at all times keep the details of the Contract confidential unless the prior written consent of Us or You (as the case may be) has been obtained (such consent not to be unreasonably withheld or delayed) except that You and We may disclose it to Our Personnel and professional advisors or as otherwise may be required by Applicable Laws.

8.2. You and We will at all times keep any information that is confidential or proprietary in nature concerning Us or You and respective affiliates (as the case may be) including, any details of its business, affairs, customers, clients, suppliers, plans or strategy, product information, know-how, technical information, designs and software (“Confidential Information”), confidential (on a need to know basis) to Personnel and professional advisors or as otherwise may be required by law.

8.3. This clause 8 shall bind You and Us during the Term and for a period of five (5) years following termination of the Contract.

8.4. Where any Confidential Information is Personal Data (as defined in Appendix 2), that Confidential Information may only be disclosed or used if such disclosure or use does not conflict with any of Appendix 2 (Data Protection).

9. Indemnity and Liability

9.1. You must indemnify Us against any or all liability, loss, damage, costs and expenses (including legal costs and expenses) awarded against or incurred or paid by Us as a result of, or in connection with:

• 9.1.1. any negligence (clinical or otherwise), breach of any regulatory requirements prescribed by any relevant professional body, including but not limited to the FSMA or FCA;
• 9.1.2. breach of contract or breach of statutory duty in the conduct of Your practice by You or any of Your Personnel;
• 9.1.3. (where you have procured the Platform Services) any breach of the Funding Contract and/or Merchant Agreement;
• 9.1.4. claims brought by Patients by reason of any act, omission or otherwise by You or Your Personnel in respect of the provision of dental services pursuant to the Patient Contract;
• 9.1.5. breach of Appendix 2 (Data Protection); and/or
• 9.1.6. any infringement of Our Intellectual Property Rights.

9.2. Neither You or Us can limit our respective liability:

• 9.2.1. for fraud or theft by it or its Personnel; or
• 9.2.2. for death and/or personal injury caused by its negligence or that of its Personnel as applicable; or
• 9.2.3. for which liability may not otherwise lawfully be limited or excluded.

9.3. Subject to clause 9.2, We shall not be liable to You whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Contract.

9.4. Subject to clauses 9.1 and 9.2, Our total aggregate liability in contract (including in respect of any indemnity), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to ten thousand pounds (£10,000).

9.5. Except as expressly and specifically provided in the Contract, You assume sole responsibility for results obtained from the use of the Services and the Documentation, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Us by You in connection with the Services and/or the Documentation, or any actions taken by Us at Your instruction or direction.

9.6. It is Your responsibility to ensure that You hold all of the Patient’s clinical records at all times. You must not use the Services as a replacement service to hold and manage the Patient’s clinical records, which should be maintained by You in accordance with Your usual practices outside of the Services. Practi shall not be liable for any clinical record keeping via the Services.

9.7. You shall put in place and maintain the following insurance with a reputable insurer for the duration of this Contract and for three years after its termination or expiry:

• 9.7.1. public liability insurance for not less than £1 million in respect of each claim and in the aggregate;
• 9.7.2. employer's liability insurance for not less than £5 million in respect of each claim (if you have Personnel); and
• 9.7.3. professional indemnity (which for the avoidance of doubt, may be either: i) adequate insurance; or ii) adequate indemnity in the form of a professional indemnity plan with a reputable provider).

9.8. You undertake that You shall not do or omit to do anything which might invalidate or adversely affect the insurance that You are obliged to maintain under clause 9.7.

9.9. You shall ensure that any of Your Personnel also maintain appropriate and adequate insurance having regard to their obligations under this Contract and their practice of dentistry.

9.10. You shall notify Us immediately if:

• 9.10.1. anything occurs which has invalidated, or is likely to invalidate, the insurance held by You or Your Personnel; and/or
• 9.10.2. the terms of any insurance policy held by You is subject to any material change.

9.11. Your liabilities under this Contract shall not be deemed to be released or limited by You taking out the insurance policies referred to in clause 9.7.

10. Data Protection

10.1. You and We shall comply with Appendix 2 (Data Protection).

11. Ending the Contract

11.1. The Contract may be terminated in accordance with clause 3.3.2, or clause 3.4.2, or as provided for in this clause 11 or otherwise in accordance with the Service Specific Terms.

11.2. We may terminate the Contract immediately:

• 11.2.1. where You have failed to pay any undisputed amount or Fees due under any invoice on or by the due date for payment;
• 11.2.2. if You, Your Personnel or any Patient is deemed to have:
  • (a) deliberately misled Us in any way, for example given Us false information, or not given Us information that We have asked for about Your practice, Personnel or a Patient. We can backdate the termination in such circumstances; and/or
  • (b) not acted honestly and/or in good faith in Your dealings with Us, and/or
• 11.2.3. if We have to do so because of any Applicable Laws; and/or
• 11.2.4. if We are unable to provide the Services anymore, including services associated with the Funding Contract (where applicable); and/or
• 11.2.5. where You are in breach or are deemed to be in breach by Us (at Our sole discretion, acting reasonably) of clauses 7.1 and/or 7.3 in whole or in part; and/or
• 11.2.6. if You breach, threaten or in Our reasonable opinion are likely to breach the terms of the Funding Contract or Merchant Agreement; and/or
• 11.2.7. if You do not comply, deliberately or otherwise, with Our Acceptable Use Policy; and/or
• 11.2.8. if Your conduct is deemed by Us to have brought Us or the dental profession into disrepute; and/or
• 11.2.9. You or any of Your Personnel are convicted of a criminal offence; and/or
• 11.2.10. where We reasonably suspect that You have committed a breach of the Service Specific Terms, the Conditions and/or any other terms of the Contract which, in Our reasonable opinion, jeopardises or might jeopardise the health or safety of patients (whether Patients or not); and/or
• 11.2.11. You or any of Your Personnel are suspended or removed from the GDC register or are subject to enquiry by the GDC or You do not declare current or previous GDC disciplinary proceedings or actions against You or any of Your Personnel; and/or
• 11.2.12. You or any of Your Personnel fail to maintain registration with the relevant regulatory bodies (where required) or where there is a failure by You or any of Your Personnel to respond to compliance notices served by them; and/or
• 11.2.13. if We have reason to believe that You have ceased, or are about to cease, dentistry practice; and/or
• 11.2.14. if after reasonable efforts to contact You, in Our opinion it appears that You have abandoned any or all Patients. In such circumstances, We reserve the right to communicate directly with the Patients, without Your consent, in the interests of their continuing dental care.

11.3. We may terminate the Contract by giving you no less than five (5) days’ notice in writing if there is a change of control of You. This clause 11.3 will apply to You where the change of control:

• 11.3.1. falls within the meaning of section 1124 of the Corporation Tax Act 2010; or
• 11.3.2. means You no longer legally own the intangible assets of a dental practice, including but not limited to, the patient goodwill.

11.4. You or We may terminate the Contract at any time upon immediate delivery of an effective written notice to the other if You or We (as the case may be) are in fundamental breach of the Contract, which is incapable of remedy, or if You or We (being the party in breach) have failed substantially to remedy a breach capable of remedy within twenty eight (28) days of receipt of a notice from You or Us (as the case may be) identifying the breach in reasonable detail and requesting it to do so.

11.5. You or We may terminate the Contract at any time by giving notice in writing to the other party if an Insolvency Event occurs.

11.6. On termination of the Contract for any reason:

• 11.6.1. all licences granted under the Contract shall immediately terminate and You and Your Personnel shall immediately cease all access to and use of the Services and/or the Documentation;
• 11.6.2. You will make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to Us and will return or destroy the same (to be notified to You, at Our sole discretion);
• 11.6.3. any rights, remedies, obligations or liabilities of You and Us that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract, which existed at or before the date of termination shall not be affected or prejudiced;
• 11.6.4. You will not be able to retain any part of the Services and Patients will not be able to access and/or use the Services following the date of termination of the Contract;
• 11.6.5. Where You have procured Platform Services and signed a Funding Contract, You must immediately remove all financial promotions that You are able to offer through Us. You must confirm in writing to Practi and/or Simplyhealth Funding Services Limited, that the financial promotions have been removed;
• 11.6.6. You shall continue to be entitled to retain and use any data or information received by You under, or in connection with, this Contract for the purpose of complying with its obligations under Applicable Laws.

11.7. Even if this Contract is terminated:

• (a) Clause 4, clause 6, clause 7.3, clause 8, clause 9, clause 10, clause 11.6, clause 12, clause 13.2 to 13.6, clause 14 and clause 15 of the Conditions shall survive and continue in force; and
• (b) clause 4 of the Platform Service Terms shall survive and continue in force, where We terminate or cease to provide You with access and use of the Platform Services; and/or
• (c) clause 5 and clause 6 of the Plan Service Terms shall survive and continue in force, where We terminate or cease to provide You with access and use of the Plan Services.

12. Intellectual Property Rights

12.1. You acknowledge and agree that We and/or (where applicable) Our licensors, own all Intellectual Property Rights in the Services and the Documentation. Except as expressly stated herein, the Contract does not grant You any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

12.2. You must inform us promptly of any infringement to Our Intellectual Property Rights and You must indemnify Us for any such infringement, in accordance with clause 9.1.

13. Use of Our Name, Logos and Trademarks

13.1. You are permitted to use Our name and logos (the ‘Practi’ name and the ‘Practi’ logo) strictly in accordance with this clause 13 and the terms of Our Services.

13.2. At all times, You must not use or publish Our name and logos without:

• 13.2.1. first informing Us of Your intended use; and
• 13.2.2. obtaining Our permission in respect of Your intended use.

13.3. You must not use any forms, literature or promotional materials prepared or issued by Us for any purpose not directly connected with the Services, including any form of e-commerce. You must not indicate that any scheme or plan for the provision of dental care is in any way connected with Us if it is not included as part of the Services.

13.4. Your use of any forms, literature or promotional materials is strictly limited to the promotion of Your dental practice and does not extend to any affiliate or other associated business unless they are expressly identified in the Contract.

13.5. You should at all times conduct Your business in a professional manner so as not to harm Our reputation and the reputation of any of Our Group.

13.6. Practi is the individual registered trademark of Simplyhealth Venture One Limited. You are permitted to use the name of Practi in strict accordance with the following:

• 13.6.1. the name ‘Practi’ must be legible at all times and may be used and should appear as a full colour image where possible. Where black and white is required, an image is available and must be printed only as specified by Us;
• 13.6.2. You may not use the trademark as part of any business, practice, partnership or firm name or as part of any corporate title; and
• 13.6.3. the trademark may be used only on professional or business stationery, websites, emails, practice literature or advertisements, signs relating to Your dental practice and then only to indicate Your connection with Us.

14. Notices

14.1. All notices to be sent from either You or Us to the other (as the case may be) in connection with the Contract shall:

• 14.1.1. be in writing and in English;
• 14.1.2. be signed by, or on behalf of, the party giving it (except for notices sent by email); and
• 14.1.3. be sent as follows:
  • (a) You to Us: by email to support@practihealth.co.uk and must be marked as ‘Notice’ in the subject heading; and
  • (b) Us to You: by email to the email address(es) as shown on the Order or by letter to the postal address as shown on the Order. It shall be Your responsibility to notify Us in accordance with these Conditions of any change of address or other contact details that apply to You.

14.2. Notices are deemed received:

• 14.2.1. by hand: on receipt of a signature at the time of delivery;
• 14.2.2. by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting; and
• 14.2.3. by email: on receipt of a delivery email from the correct address.

14.3. Any change to Your contact details as set out in the Order shall be notified to the Us in accordance with clause 14.1 and shall be effective:

• 14.3.1. on the date specified in the notice as being the date of such change; or
• 14.3.2. if no date is specified, five (5) Business Days after the notice is deemed to be received.

14.4. All references to time are to the local time at the place of deemed receipt.

14.5. This clause does not apply to notices given in legal proceedings or arbitration.

15. General

15.1. You may not assign or transfer the benefit or burden of the Contract without Our prior written consent.

15.2. We may at any time assign, transfer or otherwise deal in any other manner with all or any of Our rights or obligations under the Contract, and You must and agree to support any such assignment, transfer or otherwise, including any requirement to sign documentation required to ensure the continued provision of Services.

15.3. Nothing in the Contract is intended to or shall operate to create a partnership between You and Us, or authorise You or Us to act as agent for the other. Neither You nor Us shall have the authority to act in the name or on behalf of (or otherwise to bind) the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power), with the exception of the following services:

• 15.3.1.Where We send communications (via letter, email or phone) on Your behalf (You do not have a reciprocal right);
• 15.3.2.Where We collect Fees in accordance with the Services You have procured, as set out in Your Order(s); and
• 15.3.3.For any other reason to ensure We can meet Our obligations to provide You with access and use of the Services, as set out in Your Order.

15.4. No term of the Contract is enforceable under the Contracts (Rights of Third Parties) Act 1999 by any party other than You, Us and Simplyhealth Funding Services Limited.

15.5. Notwithstanding clause 2.11 of these Conditions, if We decide not to enforce any of these Conditions and/or any other term of the Contract against You on one or more occasion, it does not mean that such term or condition no longer applies. We may rely on that term or condition at a later occasion if We decide to do so, unless We have expressly told You in writing that We do not intend to rely on such term or condition.

15.6. If any provision of the Contract is held to be invalid or unenforceable the validity of the other provisions shall not be affected.

15.7. You and We acknowledge that:

• 15.7.1. You and We have not relied on any prior representations when entering into the Contract; and
• 15.7.2. the Contract sets out the entire agreement between You and Us with respect to the subject matter covered by it and that it supersedes all prior communications and understandings whether written or oral between You and Us.

15.8. We reserve the right to revoke or suspend the provision of Services as set out in Your Order(s) at any time for any reason whatsoever at Our sole discretion (acting reasonably).

15.9. Any dispute between Us and You in relation to the Services shall be handled in accordance with the below process:

• 15.9.1. You or We will set out the details of the dispute to the other in writing. A senior representative from You and Us will attempt to resolve the dispute within 30 days of the dispute first being set out in writing;
• 15.9.2. In the event the dispute is not resolved in accordance with clause 15.9.1, You and We agree to refer the dispute to an independent mediator as appointed by Us; and
• 15.9.3. In the event the dispute is not resolved in accordance with clause 15.9.1 or 15.9.2, You and We agree to refer the dispute to an independent arbitrator as appointed by Us.

15.10. You must give Us such information as We may reasonably require about or relating to the You, and/or otherwise desirable for monitoring Your conduct and verifying Your compliance with Applicable Laws and regulations, and in particular shall notify Us either as soon as practicable after any request or as soon as it becomes aware of any of the following:

• 15.10.1. any change to Your business model (including, without limitation, to its target market);
• 15.10.2. any change to Your senior management, or Your Personnel in a particular role with responsibility for, or being involved with, the performance of Your obligations under the Services in Your Order;
• 15.10.3. any change or proposed/pending change to any of the following:
  • (a) Your registered and/or trading name(s);
  • (b) information on the nature of any Your activities which relate to the Funding Agreement;
  • (c) the corporate group of which You are a part; and
  • (d) a change or potential change in Your ownership, as defined at clause 11.3.

15.11. The Contract shall be governed by and construed in accordance with English law and any disputes arising in connection with it shall be subject to the exclusive jurisdiction of the English Courts.

These Platform Service Terms apply automatically to any Order for the Platform Services, in addition to the Conditions. Where there is a conflict or ambiguity between these Platform Service Terms and the remainder of the Conditions, these Platform Service Terms shall take precedence.

Subject to the Parties entering into an Order, the Platform Services that We shall provide to You include the following:

• Platform Service 1 – A software Platform designed to help healthcare providers share health-related information with Patients; and/or
• Platform Service 2 – A software Platform that connects Patients with third party finance lenders to access credit for the provision of treatment,

subject to and as detailed in Your Order, the “Platform Services”.

You will gain access to and use of the Platform via https://www.practihealth.co.uk, https://app.practihealth.co.uk or any other website as notified to You by Us from time to time, subject to You paying the Platform Fees and successfully completing the Onboarding Process and/or Funding Onboarding Process.

1  Additional Definitions

In these Platform Service Terms, the following additional definitions shall apply:

• Authorised Users means You and/or those of Your Personnel authorised by You to use the Platform and the Documentation; and
• Purpose means: (i) the provision of health-related information shared via the Platform for Patients (Platform Services 1); and/or (ii) to connect Patients to Us and Simplyhealth Funding Services Limited, to access credit via third party finance lenders for the provision of treatment (Platform Services 2) as detailed in your Order(s).

2  Authorised User Subscriptions

2.1. Subject to the Conditions, and Your payment of the Platform Fees, We grant, at Our absolute discretion, to You a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit any number of Authorised Users to use the Platform and the Documentation during the Platform Services Term solely for the Purpose.

2.2. The rights provided under clause 2 of these Platform Service Terms are granted to You only and shall not be considered granted to any subsidiary or holding company of You.

2.3. You agree to comply, and warrant that the Authorised Users shall comply, with the obligations under clause 4 of these Platform Service Terms and with our Acceptable Use Policy. Failure to comply will entitle Us to terminate the Platform Services in accordance with Clause 11 of the Conditions.

3  Platform Services and Our Obligations to You

3.1. We shall, during the Platform Services Term, provide the Platform Services and make the Documentation available to You, subject to the terms of the Conditions and these Platform Service Terms.

3.2. Our obligations under clause 3.1 of these Platform Service Terms shall not apply to the extent of any non-conformance which is caused by Your use of the Platform, or modification or alteration of the Platform by any party other than Us or Our Personnel.

3.3. If the Platform Services do not conform with the terms of clause 3.1 of these Platform Service Terms, We shall, at Our expense, use reasonable commercial endeavours to correct any such non-conformance. Such correction constitutes Your sole and exclusive remedy for any breach of clause 3 of these Platform Service Terms.

3.4. You accept that the Platform and the Documentation are provided to You on an ‘as-is’ basis.

3.5. You accept that the Platform is continuously being developed and that We do not guarantee or warrant to You that the Platform and/or the Platform Services will be:

• 3.5.1. free from faults or errors;
• 3.5.2. that access to and use of the Platform, Documentation and/or the information obtained by You through the Platform Services will meet Your requirements; or
• 3.5.3. uninterrupted or available at all times; or
• 3.5.4. will be free from vulnerabilities or viruses, in accordance with and as defined in Our Acceptable Use Policy.

3.6. We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledge that the Platform and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

3.7. There may be occasions on which We have to temporarily suspend access to, and use of, the Platform and/or the Platform Services during the Platform Services Term for reasons other than for maintenance, such as (but not limited to) for the purposes of meeting regulatory requirements. Where this is necessary, We shall endeavour to notify You in advance.

3.8. The Contract shall not prevent Us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Contract to any third party.

3.9. We have and will maintain all necessary licences, consents, and permissions necessary for the performance of Our obligations under the Contract.

4  Your Obligations to Us

4.1. You shall:

• 4.1.1. ensure that the Authorised Users access and use the Platform and the Documentation in accordance with these Platform Service Terms and the Conditions and shall be responsible for any Authorised User's breach of the Contract;
• 4.1.2. ensure each Authorised User shall keep a secure password for their access to and use of the Platform and Documentation and that each Authorised User shall keep their password confidential;
• 4.1.3. maintain a written, up to date list of current Authorised Users and provide such list to Us within five (5) days of Our written request at any time;
• 4.1.4. permit Us or Our appointed auditor to audit the Platform in order to establish the name and password of each Authorised User and Your data processing facilities to audit compliance with the Contract;
• 4.1.5. be, to the extent permitted by Applicable Laws and except as otherwise expressly provided in the Contract, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet; and
• 4.1.6. ensure that You and all Personnel shall, at all times comply with our Acceptable Use Policy, and shall not, at any time breach the terms therein.

4.2. You are responsible for the security and proper use of the Platform when using it and must take all necessary steps to ensure that it is secure.

4.3. You must immediately inform us of any changes to the information You have supplied when registering as part of the Onboarding Process and/or Funding Onboarding Process for the Platform Services.

4.4. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and/or the Documentation and, in the event of any such unauthorised access or use, You shall promptly notify Us in writing.

4.5. You must not, nor must You allow any Authorised User to, use the Platform or allow the Platform to be used:

• 4.5.1. fraudulently or in in a way that breaks any Applicable Laws; and/or
• 4.5.2. in a way that might have a negative effect on Our systems, networks, servers, brand, reputation or security; or any other person’s or business’s systems, networks or security.

4.6. You agree to take all reasonable steps to make sure that this does not happen.

4.7. You shall own all right, title and interest in and to all of the Patient information that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such information.

4.8. Where You are deemed by Us (acting in Our sole discretion) to be in breach or threaten to breach the Acceptable Use Policy, We may, without prejudice to any of Our other rights of termination and/or rights or remedies under the Conditions, terminate the Contract on written notice to You with immediate effect.

5  Payment of Platform Fees

5.1. We shall issue Our invoice to You in respect of the Platform Services monthly in advance.

5.2. We will give You at least one (1) months’ notice in writing of any change to the Platform Fees.

5.3. Unless otherwise stated in Your Order, Your first monthly Platform Fee will be due on the Platform Services Commencement Date.

6  General

6.1. These Platform Service Terms govern the Platform Services, superseding all previous versions and We reserve the right to vary them at any time. Where We do so, We will endeavour to provide You will thirty (30) days’ written notice of any changes.

These Plan Service Terms apply automatically to any Order for the Plan Services, in addition to the Conditions.

Subject to the Parties entering into an Order and the Services procured in Your Order, the Plan Services that We shall provide to You include the following:

• provision of the Plan Platform containing details of the Patients and Plans;
• collection of Patient Fees on Your behalf;
• provision of information detailing the registrations and other administration carried out on Your behalf;
• remittance of money collected by Us due to You; and
• provision of notices on Your behalf to Patients regarding updated or changes to related to Patient Fees or the Patient Contract.

the “Plan Services”

1  Additional Definitions:

In these Plan Service Terms, the following additional definitions shall apply:

Dental Emergency means treatment provided at the initial emergency appointment, urgently required for the relief of severe pain, inability to eat, arrest of haemorrhage, the control of acute infection or a condition which causes a severe threat to the Patient’s general health;

Discretionary Scheme means the scheme offered by Us to Patients in order access Eligible Dental Services, as provided by Eligible Dental Practices at Our sole discretion, in the event of a Dental Emergency (detailed in Annex 1).

Discretionary Fee means the fees payable by the Patient (or payer, where payment is made by a person who is not the Patient) for the Discretionary Scheme;

Eligible Dental Practice means the dental practices the Patient may visit in the event of a Dental Emergency to access dental services permitted under the Discretionary Scheme including:

• dental practices within the UK more than 30 miles away from Your Dental Practice; or
• any dental practice the Patient visits due to a Dental Emergency outside of UK.

Eligible Dental Services means the types of dental services and benefits the Patient may have access to through the Discretionary Scheme.

Funds means the Patient Fees less the Plan Fees;

Patient Agreement means the terms and conditions between You and the Patient, which governs the Patient Plan;

Patient Fees means the fees payable by the Patient (or payer, where payment is made by a person who is not the Patient) for the Patient Plan;

Patient Plan means the individual Plan agreed between You and the Patient;

Plan Platform means the website or otherwise which hosts the Patient Plans;

Product Fee means the Patient Fee, Discretionary Fee and any Upgrade Product Fees;

Upgrade Products means any add-on discretionary benefits and/or enhanced limits We may offer directly to Patients through the Discretionary Scheme (as detailed in Annex 1).

Upgrade Product Fee means the fees payable by the Patient (or payer, where payment is made by a person who is not the Patient) for any Upgrade Product;

2  Provision of the Plan Services

2.1. Subject to You meeting Your obligations under clauses 4 and 5 of these Plan Service Terms, We shall provide to You the Plan Services for the Plan Services Term.

2.2. For the purpose of Us providing the Plan Services to You, We shall act as Your agent and the Contract is evidence that You have provided Us with any and all necessary express authority for Us to act on Your behalf.

2.3. The Discretionary Scheme and any Upgrade Product is provided by Us directly to the Patient, access to the benefits under the Discretionary Scheme or any Upgrade Product is at Our sole discretion (the Discretionary Scheme does not entitle any Patient to any dental services).

2.4. Patients will be offered the option to include Upgrade Products by Us as part of their Discretionary Scheme.

3  Patient Fees

3.1. You agree that We shall be Your designated agent for collection of the Patient Fees and We shall collect such fees from the Patient for and on Your behalf. You will not collect any fees from a Patient directly in respect of the Plan.

3.2. Unless there has been a change in the Patient’s dental health or on the Patient’s request for a change to their Plan, You may only make changes to the Patient Fees in accordance with the Patient Plan, to take effect from the date agreed with Us but no later than thirty (30) days from the proposed change. Failure to provide notification of any Patient Fees change in accordance with this clause may result in Us not being able to collect revised amount for the proposed Patient Fee change date.

3.3. We are entitled to recover any money incorrectly paid to You (including but not limited to BACS indemnity fees that banks may request).

3.4. You must provide Us with written instructions specifying the bank account details that are to be used for the remittance of funds due to You.

3.5. Where We comply with Your written instructions to remit funds to the account of a person who is not You, We bear no liability to that person or to You in the event that the funds are remitted to the incorrect account.

3.6. Where We have reason to believe that You are not providing sufficient care and treatment in accordance with clause 5 and/or We are made aware of Patient complaints, We reserve the right to withhold Funds and refund Patients, where We (in Our sole discretion) deem appropriate.

3.7. Where You have failed to provide the Patient with any or all treatments and/or services they are entitled to under the Patient Plan, the Patient may request a refund up to the value of any unused treatments and/or services (less any discounts or offers applied). In accordance with the Patient Agreement, You must facilitate the refund to the Patient where You have failed to provide the Patient with treatments and/or services, which the Patient has attempted to arrange with You on at least three (3) separate occasions.

3.8. You must verify that the Patient qualifies for a refund and facilitate the refund within twentyone (21) days of receiving the Patient’s request for a refund.

3.9. Where a Patient has not utilised all of their treatments and/or services when a Patient Plan ends, You must provide any outstanding treatments and/or services within 3 months of the Patient Plan ending, as stated in the Patient Agreement. Where any treatments and/or services remain outstanding after this 3 month period, the Patient may seek a refund in accordance with the Patient Agreement. You must co-operate with the Patient (and if necessary, Practi) to investigate and facilitate any requests for a refund of any unused treatments.

3.10. We will credit Funds to Your nominated bank account on 22^nd day of each calendar month or, where that date falls on a weekend or bank holiday, on the first available working day thereafter. The time taken for the Funds to reach Your nominated bank account may vary. We shall be entitled to retain any interest on Patient Fees during the period of collection to payment as set out in this clause 3.10.

3.11. In the event We are unable to collect any Patient Fees due to a failed payment by the Patient, we reserve the right, at Our sole discretion, to charge You a fee ("Retry Payment Fee(s)") associated with the failed collection. All Retry Payment Fees during a calendar month will appear on the statement of fees from the same calendar month in which the Retry Payment Fees are incurred or the following calendar month’s statement of fees.

3.12. Where We deem it necessary and at Our sole discretion, We reserve the right to withhold any Funds owed to You, in the event of:

• 3.12.1. Your failure to pay invoices or statement of fees for any Fees; and/or
• 3.12.2. Patients submitting Direct Debit indemnity claims. Funds will be withheld until We have received the outcome of any such claim; and/or
• 3.12.3. Any penalties or accrued interest as a result of Your failure to pay invoices or statements of fees.

4  Our Obligations to You

4.1. We shall issue Our statement of Fees to You in respect of the Plan Services monthly in arrears.

4.2. In accordance with clause 3.1 of the Plan Service Terms, Patient Fees will be collected by Us. Our Plan Fees will be deducted from the Patient Fees collected and retained, as set out in Our statement of fees. The balance will be credited to Your nominated bank account in accordance with clause 3.10 of the Plan Service Terms.

4.3. We will give You at least two (2) months’ notice in writing of any change to the Plan Fees.

4.4. Unless otherwise stated in Your Order, Your first monthly Plan Fee will be due on 22nd of the calendar month after the Plan Start Date.

5  Your Obligations to Us

5.1. It is Your duty to perform, or ensure appropriate performance of, all the obligations of the Patient Plan, where such obligations are assigned to subcontracted Personnel or otherwise.

5.2. You will ensure that You, and procure that Your Personnel will, understand the terms of the Patient Plan and ensure they are explained to Patients in clear and unambiguous terms.

5.3. You shall make reasonable adjustments and provision to allow for the continuing care and treatment (emergency or otherwise) of Patients outside Your normal surgery hours and during holidays, sickness or other absence and You will advise Patients accordingly.

5.4. You must take reasonable steps to contact any Patient who has not attended any scheduled appointments in accordance with the Patient’s Patient Plan. Where You have been unable to contact the Patient after the duration as set out in the Patient Plan, and in the absence of extenuating circumstances as notified to and approved by Us, You will be required to cancel the Patient Plan in accordance with its terms.

5.5. You must have Your own Patient complaints handling procedure to deal with any complaints and should be able to provide it to Us on our reasonable request. Where the Patient has exhausted Your complaints handling procedure and remains dissatisfied, You accept that the Patient has the right to further their complaint with the Dental Complaints Service, when necessary.

5.6. It is Your responsibility to check all information prepared by Us and to inform Us (within thirty (30) days of receipt) of any inaccuracies so that We may investigate and make any necessary adjustments. If We do not receive any notification from You of any inaccuracies, we are entitled to assume that the content or information is correct.

5.7. It is Your responsibility to inform Us immediately of any changes in the minimum level of treatment under a Patient Plan or a transfer to another Plan, as agreed with the Patient and any proposed changes to the Patient Fees.

5.8. You are not permitted to vary the terms and conditions of the Patient Plan. Any such attempt to make changes to the Patient Plan or rely on alternative Patient terms and conditions shall be invalid and shall be grounds for Us to terminate the Plan Services and/or cancel the relevant Patient’s registration with immediate effect.

5.9. Where You provide Us with Personal Data of Patients, You shall be responsible for ensuring that the data is exchanged with Us in accordance with Appendix 2 (Data Protection).

5.10. In the event of a Patient’s death, You shall refund to Us all Funds in relation to any outstanding treatments and/or services within thirty (30) days. We will then transfer the refunded sum to the Patient’s estate.

5.11. Where You cancel a Patient Plan, You must provide the notice period under the Patient Plan and provide written notice to Us of that cancellation and the reasons for it.

5.12. You must maintain up to date contact details with Us for the duration of the Plan Services Term.

5.13. With the Patient’s agreement, You must determine whether the Patient Plan adequately meets the Patient’s needs ahead of any renewal period. It is Your responsibility to notify Us immediately of any changes being made to the renewed Patient Plan.

5.14. You are permitted to cancel the Patient Plan under the following circumstances:

• 5.14.1. where, for any reason, You and the Patient mutually agree to cancel the Patient Plan; or
• 5.14.2. where, in Your reasonable opinion, You are not able to maintain the Patient’s oral health due to any act, including any unreasonable and/or abusive behaviour towards You or Your Personnel. In the event the Patient directs any unreasonable and/or abusive behaviour towards Us or Our Personnel, We are also permitted to cancel the Patient Plan and You will be contacted prior to any cancellation is notified to the Patient.

5.15. It is Your responsibility to notify Us immediately once the Patient Plan has been cancelled. The cancellation will take effect once You have notified Us.

5.16. Where the Patient is a child, on or following their 18^th birthday, You must review the Patient’s oral healthcare needs and determine whether the Patient Plan adequately meets the Patient’s needs on becoming an adult Patient. You must inform the Patient that they will be required to enter into a new adult Plan directly with the Patient as soon as possible after their 18^th birthday. You must notify support@practihealth.co.uk (or other such email as notified to You by Us) once the Patient has signed a new adult Plan or in the event the Patient is due to sign a new adult Plan.

5.17. You must immediately notify Us when You receive notice from a Patient that they are cancelling their Plan.

5.18. Where the Patient encounters a Dental Emergency and they are within 30 miles of Your Dental Practice, You agree that the Patient should first contact You to access any emergency dental treatments, as required.

5.19. You agree to direct any Patient enquiries, in connections with the Discretionary Scheme, to Us. Patients should be directed to the following email address for support: support@practihealth.co.uk.

5.20. To help determine whether any treatment or benefit (and their respective costs) qualifies as an Eligible Dental Service, You agree to assist Us with any Patient requests for:

• 5.20.1. proof of any treatment (e.g. receipts or other documents detailing dates and costs) that may assist Us with the assessment of a Patient's request to recover the costs of any Eligible Dental Services, through the Discretionary Scheme;
• 5.20.2. any reasonable and clinically appropriate Patient dental records, radiology imaging, or other documentation requested by Us to assist with the assessment of a Patient's request to recover the costs of any Eligible Dental Services, through the Discretionary Scheme.

6  Termination and Suspension of Plan Services and the Consequences of Termination

6.1. Either You or Us may end the Plan Services by giving notice to Us or You (as the case may be) in accordance with clause 3.3.2 of the Conditions, allowing the requisite two (2) months’ notice to be given to Patients as appropriate.

6.2. On Your written request, We will arrange for bulk transfers of the direct debit instructions from Patients on termination, provided that the written consent of the Patients has been obtained, where required.

6.3. At Our sole discretion, we shall charge You for fees and work associated with the bulk transfers of Patient direct debit instructions from another dental practice. Such fees will either appear on Your Order Form or on Your next monthly statement of fees (the "Bulk Transfer Fee").

6.4. We may refuse to collect Patient Fees on Your behalf during a period of suspension of You or Your Personnel by the GDC and will advise You in writing of any such refusal.

6.5. Termination of the Plan Services does not relieve You of Your obligations to Patients.

6.6. Upon termination of the Plan Services, We reserve shall cease provision of any of the benefits of the Plan Services to You.

6.7. In the interests of continuing care, We reserve the right to communicate directly with Your existing or former Patients.

7  General

7.1. These Plan Service Terms govern the Plan Services, superseding all previous versions and We reserve the right to vary them at any time. Where We do so, We will endeavour to provide thirty (30) days’ written notice of the changes.

Plan: https://www.practihealth.co.uk/plan-terms

Discretionary Scheme and Upgrade Products: https://www.practihealth.co.uk/discretionary-scheme

1  Definitions and Interpretation

“Controller”, “Data Subject”, “Personal Data”, “Personal Data Breach” and “Processing” shall have the meanings given to them in the Data Privacy Laws (and related expressions, including “Process”, “Processing”, “Processed” and “Processes” shall be construed accordingly;

“Data Privacy Laws” means all applicable data protection and privacy legislation, regulations and guidance, (all as amended, extended, consolidated, replaced or re-enacted from time to time) including, without limitation:

• the UK GDPR;
• the Data Protection Act 2018 (“DPA”);
• the Privacy and Electronic Communications (EC Directive) Regulations 2003; and
• any guidance or codes of practice issued by a Regulator from time to time;

“Data Subject Request” means a request from a Data Subject in relation to the exercise of its rights in respect of the Personal Data under Data Privacy Laws (including the right of access, rectification and erasure (‘right to be forgotten’));

“Regulator” means the UK Information Commissioner's Office or any successor or replacement body to such regulator from time to time and any other supervisory authority with jurisdiction over either party from time to time;

“Transfer” means any cross-border transfer of Personal Data which, for the avoidance of doubt, includes remote access to Personal Data from another country; and

“UK GDPR” means Regulation (EU) 2016/679 as incorporated into domestic UK law by the European Union (Withdrawal Agreement) Act 2019 (as amended) and amended by The Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (as amended).

2  Data Protection Obligations

2.1. To the extent any Personal Data is processed under or in connection with the Contract the parties agree that they will each be acting as a controller in respect of such Personal Data. Each party shall comply with its obligations as a Controller under the Data Privacy Laws and the requirements set out in this Appendix.

2.2. Without prejudice to the generality of clause 2.1 of Appendix 2, where a party discloses Personal Data to the other shall ensure that all such Personal Data has been collected and disclosed to the other party in accordance with Data Privacy Laws and the Personal Data is accurate and up to date.

2.3. In connection with the Processing of Personal Data, under the Contract, each party:

• 2.3.1. acknowledges that such Personal Data will be processed for the purposes of complying with each Party’s obligations under the Contract and in accordance with its Privacy Policy in place from time to time;

• 2.3.2. shall ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful Processing of Personal Data and against accidental loss or destruction of, or damage to the Personal Data.
• 2.3.3. shall take reasonable steps to ensure the reliability of any of its employees, agents and sub-contractors who have access to the Personal Data;
• 2.3.4. shall ensure that only those of its employees, agents and subcontractors who need to have access to the Personal Data are granted such access to the Personal Data and only for the purposes of performing its obligations under the Contract; and
• 2.3.5. shall ensure where it undertakes any Transfer or it is otherwise permitted (i) the Transfer is to a country approved under the applicable Data Privacy Laws as providing adequate protection; or (ii) there are appropriate safeguards in place pursuant to the applicable Data Privacy Laws.

2.4. Where a party receives: (i) Data Subject Request; (ii) any complaint from a Data Subject; or (iii) any complaint or other correspondence from a Regulator (each a “Communication”):

• 2.4.1. that relates to its Processing of Personal Data under or in connection with the Contract, such party in receipt shall be responsible for responding to such Communication;
• 2.4.2. that relates to Processing undertaken by the other party it shall provide such Communication to the other party without unreasonable delay, and such other party shall be responsible for responding to such Communication; and
• 2.4.3. each party shall provide reasonable assistance to the other, where required, to assist in the other party’s response to any Communication.

2.5. Where You have procured the Platform Services and where You offer credit facilities to Patients pursuant to the Funding Contract, Your business information (which may contain personal information) shall be shared with financing partner(s) of Our choice, relevant regulatory authorities and Our Group.