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Executive Summary — Stripe Checkout Terms Govern This Agreement
By completing payment via Stripe (or another approved processor), the Client automatically accepts this SaaS & Service Agreement. The Commencement Date is the date of the first successful payment. All package details, pricing, and inclusions are defined by the Stripe checkout and the current Pricing Page (www.dentalfloai.com.au/pricing). This Stripe Addendum overrides any previous schedule references.

1. Introduction

  1. Services. DentalFlo AI offers SaaS for its AI-empowered software application on its platform (the "DentalFlo AI Platform") and provides associated services (collectively, the "Services").
  2. Engagement. The Client wishes to engage the Services of DentalFlo AI, on the terms and conditions set out in this Agreement.

2. Operative Provisions

2.1 Definitions and Interpretations

2.1.1 Definitions

  • Agreement — this SaaS & Service Agreement and its accompanying Stripe Addendums.
  • Applicable Laws — any laws, regulations, rules, orders, statutes, codes, guidelines, standards, ordinances, or other requirements enacted or issued by any federal, state, local, or other governmental authority, agency, or regulatory body applicable to performance under this Agreement, as amended from time to time.
  • Business Day — a day other than a Saturday, Sunday, or public holiday in Queensland, Australia, when banks in Queensland are open for business.
  • Commencement Date — the date the Services under this Agreement commence.
  • Confidential Information — all non-public information (oral, written, electronic, or otherwise) disclosed in connection with a party, the Product, or its business, including patents, research, inventions, designs, IP, customer lists, business/financial forecasts, sales, source or object code, and marketing information.
  • GST — has the meaning given under the GST Legislation.
  • GST Legislation — A New Tax System (Goods and Services Tax) Act 1999 (Cth) and related legislation, as amended.
  • Insolvent — in relation to any party means that:
    • (i) liquidation occurs;
    • (ii) it is subject to any arrangement, assignment, moratorium, or composition;
    • (iii) an application is made to a court for an order (not contested in good faith or stayed/withdrawn/dismissed within 30 Business Days); or
    • (iv) anything analogous under any applicable law.
  • Intellectual Property Rights — all rights, titles, and interests (registered or unregistered) in inventions, discoveries, know-how, trade secrets, domain names, software, algorithms, designs, databases, data, trademarks, copyrights, patents, and marks.
  • Liquidation — includes provisional liquidation, administration, receivership, appointment of controller, compromise, arrangement, amalgamation, reconstruction, winding up, dissolution, assignment for creditors, bankruptcy, or death.
  • Personal Information — has the meaning in the Privacy Act.
  • Privacy Act — Privacy Act 1988 (Cth), as amended.
  • Term — the Subscription Term and any subsequent renewal terms.

2.1.2 Interpretation Rules

  1. A reference to a document includes variations, amendments, supplements, novations, or replacements.
  2. References to a party, clause, paragraph, schedule, or annexure are to those in this Agreement.
  3. Headings and table of contents are for convenience only.
  4. A reference to a person includes natural persons and legal entities and their permitted successors/assignees.
  5. “Including” and similar expressions are not words of limitation.
  6. Words derived from defined words have corresponding meanings.
  7. The singular includes the plural and vice versa.
  8. Legislation includes modifications, substitutions, and subordinate legislation.
  9. Words defined in the GST Act have the same meaning in clauses about GST.
  10. Time and dates are in New South Wales, Australia, unless stated otherwise.
  11. Agreements, representations, covenants, warranties, rights, or obligations in favour of or on the part of multiple persons apply jointly and severally.
  12. References to bodies that cease to exist include their replacement or successor bodies.
  13. References to “$” are to Australian dollars.

3. Term

  1. This Agreement commences on the Commencement Date and continues for the Subscription Term.
  2. Upon expiry, it automatically renews for the Renewal Term, unless either party gives at least thirty (30) days’ written notice prior to expiry of intent not to renew.
  3. Unless otherwise agreed in writing (except for fees/pricing), renewals are on the same terms and conditions.

4. DentalFlo AI Obligations

DentalFlo AI shall:

  • Deliver the Services in accordance with agreed specifications, timelines, and any Service Levels.
  • Use commercially reasonable efforts to implement and maintain safeguards to protect Client data.
  • Provide support per scope of work, including responding to support requests or resolving issues within 24–72 hours during Office Hours.
  • Ensure the Services are compliant with Applicable Laws.

5. Client Obligations

The Client shall:

  • Pay all fees and charges promptly.
  • Provide necessary data and information required for Services delivery.
  • Protect login credentials and prevent unauthorised access.
  • Ensure its authorised personnel (“Client Staff”) comply fully with this Agreement and remain responsible for their acts/omissions.
  • Not disclose or allow access to the Platform/Services to any third party (including competitors) without DentalFlo AI’s prior written consent.
  • Notify DentalFlo AI immediately of any unauthorised access, use, or breaches.
  • Use the Services only as permitted by this Agreement and Applicable Laws.
  • Adhere strictly to usage restrictions imposed by DentalFlo AI.
  • Maintain backups of its own data stored in the Platform.

6. Client Warranties & Representations

The Client warrants that it:

  1. Has full power and authority to enter into and perform under this Agreement.
  2. Will use the Services in accordance with this Agreement, DentalFlo AI’s directions, and Applicable Laws.
  3. Will not (and shall ensure its personnel do not) infringe DentalFlo AI’s or third-party IP rights.
  4. Will not use the Services for illegal or unauthorised purposes.
  5. Will not, directly or indirectly:
    • (a) Use the Platform/Services to design or build a competing service or product;
    • (b) Use ideas, features, or functions similar to the Platform/Services for competitive purposes;
    • (c) License, sublicense, sell, resell, transfer, assign, distribute, lease, rent, loan, or otherwise commercially exploit or make the Platform/Services available to any third party;
    • (d) Modify, translate, create derivative works of, or reverse engineer any part of the Platform/Services.
  6. Owns or has obtained all necessary rights (including IP rights) for any data or content it provides.

7. DentalFlo AI Warranties & Representations

DentalFlo AI warrants that it:

  1. Has full power and authority to enter into and perform under this Agreement.
  2. Will provide the Services with reasonable care and skill.
  3. Has the necessary rights, licences, and authority to provide the Services and grant any licences herein.
  4. Will not knowingly infringe third-party IP rights.
  5. Will use commercially reasonable efforts to ensure the Services are free from viruses or other harmful components.

8. Disclaimer of Warranties

Except as set forth herein, the Services are provided “as is” without warranty of any kind. To the fullest extent permitted by law, DentalFlo AI disclaims all express and implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement. DentalFlo AI does not warrant that:

  • The Services will be secure, uninterrupted, or error-free; or
  • The Services will meet all of the Client’s specific requirements or be fit for any particular purposes.

9. Indemnity

9.1 Indemnification by Client

The Client shall indemnify, defend, and hold harmless DentalFlo AI, its affiliates, and their officers, directors, employees, and agents from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:

  1. The Client’s breach of this Agreement;
  2. The Client’s use or misuse of the Services, software, or Platform;
  3. Third-party claims related to Client data (including IP infringement, privacy violations, or defamation); and/or
  4. Unauthorised access to or use of the Services resulting from the Client’s failure to maintain adequate security measures.

9.2 Indemnification by DentalFlo AI

DentalFlo AI shall indemnify and hold harmless the Client from third-party claims alleging infringement of intellectual property rights, provided that:

  • The Client promptly notifies DentalFlo AI of any such claim;
  • DentalFlo AI has sole control over the defence and settlement; and
  • The Client provides reasonable assistance,

provided that DentalFlo AI’s liability shall not apply if the infringement arises from:

  • (a) Client’s modification of the software without authorisation;
  • (b) Use of the software with third-party products not approved by DentalFlo AI; or
  • (c) Client’s failure to use the latest version provided by DentalFlo AI.

10. Limitation of Liability

  1. To the maximum extent permitted by law, DentalFlo AI’s total aggregate liability in connection with this Agreement (contract, tort—including negligence—statutory duty, or otherwise) shall not exceed the total fees paid by the Client to DentalFlo AI in the 12 months immediately preceding the event giving rise to liability.
  2. DentalFlo AI shall not be liable for:
    • (a) Indirect, consequential, incidental, punitive, or special damages;
    • (b) Loss of profits, revenue, business, anticipated savings, goodwill, or data, even if advised of the possibility; or
    • (c) Any damages or losses caused by the Client’s failure to comply with its obligations.

11. Privacy Liability & Defence Obligations

  1. Each party is solely responsible for its own acts, omissions, and compliance with applicable privacy and data protection laws, including the Privacy Act 1988 (Cth).
  2. Neither party is required to indemnify, defend, or hold harmless the other for claims arising from:
    • (a) Data breaches, security incidents, or privacy violations caused by the other party’s software, systems, personnel, subcontractors, or negligence; or
    • (b) The other party’s failure to comply with data protection or cybersecurity obligations.
  3. Each party shall bear its own defence costs and liabilities for privacy-related claims arising from its own actions, omissions, or systems.
  4. For the avoidance of doubt, the limitation of liability clause does not apply to losses, damages, or regulatory penalties incurred due to the other party’s failure to maintain adequate security measures or comply with privacy laws.

12. Proprietary Rights & Intellectual Property

  1. The Services and the DentalFlo AI Platform (excluding Client data) and any modifications, configurations, enhancements, or derivative works are the exclusive property of DentalFlo AI or its licensors. Except as expressly set out herein, no licences or rights are granted.
  2. Nothing grants the Client any right, interest, or ownership in DentalFlo AI IP. DentalFlo AI retains all rights, ownership, and interests in its IP and the Services.
  3. The Client shall not:
    • (a) Modify, alter, amend, adopt, or create derivative works from DentalFlo AI IP without express written consent;
    • (b) Use DentalFlo AI in any manner that harms or tarnishes its reputation or goodwill;
    • (c) Use DentalFlo AI IP inconsistently with this Agreement or for third-party commercial gain.
  4. Upon termination or expiration, any licence granted is automatically cancelled and the Client shall immediately cease all use of DentalFlo AI IP and promptly delete/remove it from all locations.
  5. Continued use following termination or expiration constitutes unauthorised use and infringement.
  6. This clause survives termination.

13. Confidentiality

  1. Each party acknowledges the other party’s Confidential Information belongs to that party exclusively and agrees to:
    • (a) Maintain confidentiality;
    • (b) Use Confidential Information only for authorised purposes;
    • (c) Not exploit Confidential Information for its own or any third party’s gain; and
    • (d) Maintain adequate security measures.
  2. With prior written approval, a recipient may disclose Confidential Information to its representatives, ensuring adherence to this clause.
  3. Upon termination/expiry, the recipient shall, at the disclosing party’s option, return, delete, or destroy all Confidential Information and provide evidence upon request.
  4. This clause does not apply to information:
    • (a) Required to be disclosed under Applicable Laws; or
    • (b) Already in the public domain (save for disclosure in breach of this Agreement).
  5. This clause survives termination.

14. Notices

  1. Notices, communications, or consents (“Notice”) must be in writing and addressed to DentalFlo AI’s or the Client’s contact details (as applicable).
  2. A Notice is deemed received:
    • (a) Three (3) Business Days after posting; or
    • (b) If emailed, upon sending (unless undelivered), but if after 5 p.m. or on a non-Business Day at the place of receipt, at 9 a.m. the next Business Day.

15. Termination

A party is in default if:

  • It becomes bankrupt, Insolvent, or unable to pay its debts when due; and/or
  • It breaches this Agreement and:
    • (i) fails to remedy within ten (10) Business Days of written request;
    • (ii) the breach cannot be remedied; or
    • (iii) it has been in breach on two (2) or more previous occasions.

16. Dispute Resolution

  1. If a dispute arises out of or in connection with this Agreement (a “Dispute”), the parties shall follow this procedure:
    • (a) Either party may give written notice of the Dispute (“Dispute Notice”) setting out its nature and particulars with supporting documents. The parties shall attempt in good faith to resolve it.
    • (b) If unresolved within thirty (30) days of the Dispute Notice, the parties will attempt to settle it through mediation per the Australian Disputes Centre (ADC) Guidelines for Commercial Mediation, deemed incorporated herein.
    • (c) The parties must agree on a mediator and remuneration within five (5) Business Days of the Dispute Notice; failing which, either party may refer the Dispute to the ADC.
    • (d) Parties shall seek to resolve the Dispute within twenty (20) Business Days of mediator appointment; otherwise, either party may commence court proceedings.
    • (e) Costs of the mediator will be borne by the Referrer unless otherwise agreed.
  2. This clause survives termination.

17. General

17.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties on the subject matter and supersedes all prior agreements, promises, assurances, warranties, representations, and understandings (written or oral).

17.2 Relationship

Nothing herein creates an employment, partnership, joint venture, or agency relationship. Neither party may bind the other except as expressly agreed in writing.

17.3 Assignment

No party may assign or transfer its rights or obligations without the other party’s prior written consent (not unreasonably withheld or delayed).

17.4 Amendment or Variation

Any amendment or variation must be in writing and signed by both parties.

17.5 Severance

If any provision is or becomes invalid, illegal, or unenforceable, it is deemed severed and does not affect the remainder.

17.6 Waiver

  1. Failure or delay to exercise any right or remedy is not a waiver, nor does it prevent further exercise of that or any other right/remedy.
  2. A waiver is only effective if in writing and is not a waiver of any subsequent right or remedy.

17.7 Stripe Addendums

All schedules and appendixes referred to form an integral part of this Agreement.

17.8 Conflict

If there is any inconsistency between this Agreement and the Stripe Addendums, the Stripe Addendums prevail.

17.9 Further Assurance

Each party shall, at its own cost, procure that necessary third parties promptly execute documents and perform acts reasonably required to give full effect to this Agreement.

17.10 Counterparts

This Agreement may be executed in counterparts, each a duplicate original, together constituting one Agreement.

17.11 Governing Law & Jurisdiction

This Agreement is governed by the laws of Queensland, Australia. Each party submits to the exclusive jurisdiction of the courts of Queensland, Australia.

Addendum — Stripe-Triggered Agreement

Pricing Page Binding Clause
The features, service levels, usage limits, and fees applicable to the Client are those shown on the Pricing Page (www.dentalfloai.com.au/pricing) and confirmed during Stripe checkout at the time of purchase. DentalFlo AI will maintain archived versions of the Pricing Page to ensure clarity in the event of any dispute. Updates to the Pricing Page apply at renewal or upon upgrade/downgrade by the Client.

Scope of Packages

This Agreement applies to all subscription packages made available by DentalFlo AI from time to time as listed on the official Pricing Page. The applicable features, service levels, usage limits, and fees correspond to the package selected and paid for at checkout.

Effective Dates & Term

  • Agreement Date: The date of the Client’s first successful payment via Stripe checkout.
  • Commencement Date: Same as the Agreement Date.
  • Subscription Term: The duration selected at checkout, as set out on the Pricing Page.

Scope of Services (Illustrative)

Depending on the package, inclusions may include (without limitation):

  • AI voice and SMS receptionist services
  • Appointment scheduling
  • Analytics and reporting tools for performance metrics
  • Onboarding, integration, template/workflow customisation, and training services

Service Levels

DentalFlo AI will provide:

  • 98% uptime for the DentalFlo AI Platform (excluding scheduled maintenance and events beyond its control)
  • Support availability via email/phone during Business Hours and online chat/ticket support 24/7
  • Response to support requests within one (1) Business Day

Payment Terms

All subscription fees, setup fees, usage charges, and billing frequency are as listed on the Pricing Page at the time of purchase and are processed automatically via Stripe using the payment method provided at checkout. Fees are non-refundable unless required by law.

Contact Details

  • DentalFlo AI: Email: admin@dentalfloai.com.au · Address: Suite 312, 34–36 Glenferrie Drive, Robina 4226, QLD
  • Client: As provided during checkout