End-User Licence Agreement (EULA)

Last Updated: August 21st, 2021

Please read these licence terms carefully

By creating an account or clicking the "I Agree" button you are agreeing to be bound by the terms and conditions of this Agreement.

If you do not agree to the terms of this Agreement, do not create an account or click on the "I Agree" button.

Who we are

This End-User Licence Agreement (Licence) is a legal agreement between you (Licensee or you) and Dental Audio Notes Limited, a company registered in England with number 12596631 and whose registered office is The Limes, Bayshill Road, Cheltenham, GL50 3AW (us or we) for:

We licence use of the Software and the Documents to you on the basis of this Licence. We do not sell the Software or Documents to you. We remain the owners of the Software and Documentation and Services at all times.

If you think DAN is faulty or misdescribed or wish to contact us for any other reason please email our customer service team at hello@dentalaudionotes.com.

  1. Grant and scope of the licence
    1. In consideration of you agreeing to abide by the terms of this Licence, we hereby grant to you a non-exclusive, non-transferable licence to use the Software, the Documentation and Services in the UK, as permitted in these terms.
    2. You may:
      1. download, view, use and display the Software on your devices for your internal business purposes, at your dental practice(s) which has subsequently been registered with us;
      2. use any Documentation to support your permitted use of the Software;
      3. use any Services provided by us; and
      4. receive and use any free supplementary software code or update of the Software incorporating new features, improvements and corrections of errors we may provide to you.
    3. You can download and install the Software on any number of devices that comply with the requirements defined above, however, the number of concurrent uses on the Software will be limited by your specific commercial agreement with us.
    4. If you download the Software onto any device not owned by you, you must have the owner’s permission to do so. You will be responsible for complying with these terms, whether or not you own the device.
    5. We will store the special category personal data of your patients in accordance with timescales set out in the Faculty of General Dental Practice (FGDP) Clinical Examination and Record-Keeping standards1, unless instructed by you as the data controller, to reduce this duration, or this agreement is terminated.
  2. Restrictions
    1. You agree not to, and you will not permit others to:
      1. licence, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Software or the Services, in whole or in part to any third party not registered with DAN without prior written consent from us;
      2. copy the Software, the Documentation or Services, except as part of the normal use of the Software or where it is necessary for the purpose of back-up or operational security;
      3. translate, merge, adapt, vary, alter, modify, disassemble, decompile, reverse engineer or otherwise technically exploit or compromise the Software or the Services.
    2. You must not:
      1. use the Software or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into DAN, any Service or any operating system;
      2. infringe our intellectual property rights or those of any third party in relation to your use of the Software or any Service;
      3. transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Software or any Service;
      4. use the Software or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
      5. not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.
  3. Modifications to the Software
    1. From time to time we may automatically update the Software and change the Services to improve performance, enhance functionality, reflect changes to the operating system or address security issues. We may ask you to update the Software for these reasons.
    2. If you choose not to install such updates or if you opt-out of automatic updates you may not be able to continue using the Software and the Services.
  4. Intellectual property rights
    1. You acknowledge that all intellectual property rights in the Software and the Documents anywhere in the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documents other than the right to use them in accordance with the terms of this Licence.
    2. You acknowledge that you have no right to have access to the Software in source code form
  5. Limited Warranty
    1. The Software requires a device with an internet connection running Windows 7, or later.
    2. We warrant that:
      1. the Software will, when properly used and on an operating system on which t was designed, perform substantially in accordance with the functions described in the Documents; and
      2. the Documents correctly describe the operation of the Software in all material respects.
    3. If you notify us in writing of any defect or fault in the Software as a result of which it fails to perform substantially in accordance with the Documents, we will, at our sole option, either repair or replace the Software, provided that you make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault.
    4. The warranty does not apply:
      1. if the defect or fault in the Software results from you having altered or modified the Software; and
      2. if the defect or fault in the Software results from you having used the Software in breach of the terms of this Licence.
  6. Limitation of liability
    1. The Software and Services have not been developed to meet your individual requirements. Please check that the facilities and functions of the Software and Services as described in the Documents meet your requirements.
    2. The Software and Services are provided to help you make accurate, complete contemporaneous records of your audible consultations with dental patients. However, it is your responsibility to decide what form these records should take and how they should be obtained. We cannot guarantee that records in the Software will be accepted as evidence in a court of law.
    3. We shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
      1. loss of profits, sales, business, or revenue;
      2. business interruption;
      3. loss of anticipated savings;
      4. loss or corruption of data or information;
      5. loss of business opportunity, goodwill or reputation; or
      6. any indirect or consequential loss or damage.
    4. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. Nothing in this Licence shall limit or exclude our liability for:
      1. death or personal injury resulting from our negligence;
      2. fraud or fraudulent misrepresentation;
      3. any other liability that cannot be excluded or limited by English and Welsh law.
    5. We are not responsible for events outside of our control.
      1. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
      2. If our provision of the Software, Services or support is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event.
  7. Termination
    1. This Agreement shall remain in effect until terminated by you or Dental Audio Notes Limited.
    2. We may end your rights to use the Software and the Services if you break these terms.
    3. You may also terminate this Agreement by:
      1. deleting the Software and all copies thereof from your devices; or
      2. ceasing to renew any commercial agreements and payment schedules in place between you and us.
    4. Upon termination of this Agreement, we will continue to hold the special category personal data of your patients for a period of up to six 6 months, to allow one of the following actions to be completed:
      1. You transfer ownership of historical records to one or more Dental Audio Notes account that has a commercial agreement with us; or
      2. We provide you with two password protected, open format hard copies of the data to bring these records under your own management. In this case, after the data retention period, the special category personal data of your patients will be destroyed and will no longer be available from Dental Audio Notes.
    5. Upon termination of this Agreement, the Software may not function and you shall cease all use of the Software and delete all copies of the Software from your devices. The Software may be automatically removed and we may cease to provide access to the Services from your devices.
  8. Amendments to this Agreement
    1. We may need to change these terms to reflect changes in law or best practice or to deal with additional features which we introduce.
    2. We will give you as much notice as reasonably practicable of any change by notifying you of it when you next login to the Software.
    3. If you do not accept the notified changes you will not be permitted to continue to use the Software and the Service.
  9. How we may use your personal information
    1. We will only use your personal information as set out in our Privacy Policy, available at dentalaudionotes.com/privacy.
  10. Other important terms
    1. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
    2. Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
    3. Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
    4. These terms are governed by English and Wales law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.

      Notes

      1. https://cgdent.uk/clinical-examination-and-record-keeping/ ↩