AGGREMENT WITH DENTISTS/ORTHODONTISTS

AGREEMENT WITH DENTISTS/ORTHODONTISTS

Aligner Intelligence Limited (“Aligner Intelligence”) provides bespoke aligner treatment planning services to orthodontists and dentists in the course of their diagnosis and treatment of patients and related services (the “Services”).

Aligner Intelligence is a company incorporated and registered in England and Wales (under registration number 14512599), whose registered office is at Stag Gates House, 63/64 The Avenue, Southampton, Hampshire, United Kingdom, SO17 1XS.

This Agreement (together with the documents referred to in them) contains the terms and conditions on which you (the “Client”, “you”, “your”) agree to purchase and/or access, and on which Aligner Intelligence agrees to provide, the Services. Each of Aligner Intelligence and the Client are a “party” to this Agreement (and “parties” shall be construed accordingly).

Please read this Agreement carefully before you purchase any Services via the website at www.alignerintelligence.com (the “Website”). By paying for or accessing a Service via the Website, you accept the terms of this Agreement and you agree to abide by them. Your right to access the Services is conditional upon your compliance with the terms set out in this Agreement.

If you are an employee or representative of an Entity (as defined below), by paying for or accessing a Service via the Website, you agree to be bound by the terms of this Agreement personally and also on behalf of the Entity (who shall be the Client for the purposes of this Agreement).

1 Definitions

1.1 In this Agreement, the following terms shall have the following meanings unless the context otherwise requires:

“Account” means the account created by you on the Website;

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

“Confidential Information” in relation to each party, means all confidential information or data (in whatever format) of that party, and all information and data which relates to that party’s affairs, patients or customers, products, developments, know-how and/or personnel that is designated as confidential or which ought reasonably to be considered confidential (whether disclosed orally, in writing, in machine-readable form or otherwise);

“Educational and Training Subscription Package” means the service described in clause 3.1.2;

“Entity” means an entity, partnership or other person operating a dental or orthodontic practice;

“Fees” means the fees payable by you to Aligner Intelligence for a service or service package as set out in clause 5.1, and/or any additional fees payable by you to Aligner Intelligence from time to time;

"GDC” means the UK General Dental Council;

“Individual Practitioner” means (where you are an Entity), an individual practitioner of dental or orthodontic services who is an employee of your practice;

“Initial Treatment Plan” means an initial Treatment Plan for a Patient;

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

“Patient” means a patient of yours in relation to whom a Treatment Planning Service has been requested;

“Records” means radiographs, 3D images and any other records, information or data relating to a Patient that may be requested by Aligner Intelligence from time to time;

“Refinement Treatment Plan” means any subsequent Treatment Plans that may be required in relation to a Patient during the course of treatment of that Patient that modify the Initial Treatment Plan in relation to that Patient to make adjustments for any changes to the Patient’s dentition;

“Supplier” means the supplier or manufacturer of the orthodontic aligner system to be fitted on the Patient;

“Treatment Plan” means a treatment plan or other output of the Treatment Planning Service provided to you by Aligner Intelligence;

“Treatment Planning Service” means a bespoke aligner treatment planning service, comprising an evaluation of a Patient’s Records to create a predictable treatment plan (to include possible treatment challenges and what to expect, estimated treatment time and which treatment option is best suited); and

“Treatment Planning Subscription Package” means the service described in clause 3.1.1.

1.2 In this Agreement:

1.2.1 references to "clauses" are to clauses of this Agreement and references to a “Schedule” are to the schedules of this Agreement;

1.2.2 the headings are inserted for convenience only and shall not affect the interpretation or construction of this Agreement;

1.2.3 words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include the other gender and the neutral and references to persons shall include an individual, company, corporation, firm, partnership or limited liability partnership;

1.2.4 references to "includes" or "including" or like words or expressions shall mean without limitation;

1.2.5 references to "written" or in "writing" includes in electronic form; and

1.2.6 references to any statute or statutory provision shall include any subordinate legislation made under it in each case as amended or re-enacted from time to time.

2 General Terms

In addition to the terms and conditions set out in this Agreement, the following shall also apply to you:

(i) the Website Terms of Use www.alignerintelligence.com/terms-of-use; and

(ii) Aligner Intelligence’s Privacy Policy www.alignerintelligence.com/privacy-policy.

3 Services

3.1 Aligner Intelligence offers the following services and service packages for purchase on the Website:

3.1.1 Treatment Planning Services, on a subscription basis for a period of twenty-four (24) months commencing on the date that you pay for this service, for up to ten (10) Patients, where Aligner Intelligence will, in respect of each Patient, provide an initial Treatment Plan, plus two Refinement Treatment Plans, provided that both Refinement Treatment Plans are requested within three (3) years of the date on which the Initial Treatment Plan in relation to the relevant Patient is requested (“Treatment Planning Subscription Package”); and

3.1.2 access per individual user, on a subscription basis for a period of twelve (12) months commencing on the date that you pay for this service, to Aligner Intelligence’s educational and training modules (“Educational and Training Subscription Package”).

3.2 For the avoidance of doubt, where you purchase or are given access to a Treatment Planning Subscription Package, you acknowledge and agree that the subscription will automatically terminate on the expiry of twenty-four (24) months commencing on the date that you pay for, or that you are first given access to, this service. If you have not requested Treatment Plans for ten (10) Patients during this period, you will not be entitled to a refund of the Fees (on a pro rata basis or otherwise). Aligner Intelligence will continue to provide, following termination of the subscription, Refinement Treatment Plans in respect of any Patients for whom an Initial Treatment Plan has been requested prior to termination, in accordance with clause 3.1.1.

3.3 You acknowledge and agree that Aligner Intelligence cannot provide a Treatment Planning Service in respect of a Patient until you have uploaded all Records relating to the Patient requested by Aligner Intelligence.

3.4 Aligner Intelligence will upload the Treatment Plan in respect of a Patient to your Account once the Treatment Plan has been prepared, and shall notify you via your Account once the Treatment Plan is available for access. Treatment Plans may be shared with/disclosed to the relevant Supplier for the purposes of manufacturing the orthodontic aligner system to be fitted onto the Patient.

3.5 Aligner Intelligence will use all reasonable endeavours to meet any agreed dates/ timescales for providing the Treatment Planning Service to you or for delivery of the Treatment Plan. However, time for the provision of the Treatment Planning Services or delivery of the Treatment Plan shall not be of the essence of this Agreement.

3.6 Aligner Intelligence agrees to provide the Services:

3.6.1 diligently and in a professional and workmanlike manner using all reasonable care and skill; and

3.6.2 in compliance with all applicable laws and regulations.

4 Your Obligations

4.1 If you have purchased a Treatment Planning Subscription Package, you agree to make a new request for a Treatment Planning Service for each Patient via your Account. You acknowledge and agree that Aligner Intelligence cannot provide a Treatment Planning Service in respect of a Patient until you have made such a request and until you have uploaded all Records relating to the Patient requested by Aligner Intelligence.

4.2 You acknowledge and agree that during the course of treatment of a Patient, due to the unpredictable nature of orthodontic treatment, a Refinement Treatment Plan may be required, and you further agree that it is your responsibility to notify Aligner Intelligence of any such changes to the relevant Patient’s dentition from time to time and to request that a Refinement Treatment Plan be provided

4.3 You agree to:

4.3.1 provide all Records to Aligner Intelligence in a timely manner and ensure that they are accurate and complete;

4.3.2 comply with the instructions and reasonable requests of Aligner Intelligence from time to time in connection with this Agreement;

4.3.3 ensure that (where applicable) your agents, staff, officers, employees and contractors fully co-operate with Aligner Intelligence on all matters related to this Agreement; and

4.3.4 ensure that you have the necessary rights to upload the Records to your Account on the Website.

4.4 You acknowledge and agree that:

4.4.1 you are responsible for carrying out, and shall carry out, a thorough medical and dental assessment of a Patient, including without limitation, the Patient’s dental health, oral cavity, dentition and associated lymph nodes, to ensure that the Patient is dentally fit, is not suffering from any active dental diseases and is generally in good health prior to providing aligner treatment to that Patient;

4.4.2 you are responsible for providing, and shall provide, each Patient with all relevant and applicable information regarding orthodontic aligner system treatment to enable the relevant Patient (or his/her parent, carer or guardian) to make an informed decision about whether or not to proceed with the treatment and provide informed consent (including, without limitation, all information relating to risks, complications, possible outcomes, any supplemental treatment that may be required before, during and after the Patient receives orthodontic aligner system treatment, and all information relating to costs and expenses), and for managing each Patient’s expectations (and the expectations of the Patient’s parent, carer or guardian) during the course of the treatment; and

4.4.3 a Treatment Plan or any other advice or recommendations provided to you by Aligner Intelligence is based on your own examination and diagnosis of the relevant Patient, and therefore is NOT, and should NOT be treated as, a replacement for treatment that is (or should be) provided to patients by orthodontists or dentists.

4.5 You further acknowledge that the outcome of any treatment may vary from patient to patient, and accordingly you agree, throughout the course of treatment of a Patient, to closely monitor the progress of treatment for the relevant Patient.

4.6 During this Agreement and for a period of six (6) years following expiry or termination of this Agreement, you shall maintain in force with reputable insurance companies, such insurance policies (including but not limited to professional liability insurance) as required by standard industry practice with reasonable limits per occurrence in line with market standards.

4.7 You agree that the Services provided by Aligner Intelligence are personal to you. You undertake not to give access to the Services (whether directly or indirectly):

4.7.1 to any individual practitioner of dental or orthodontic services (other than an Individual Practitioner), or entity, partnership or other person operating a dental or orthodontic practice that is not you; and/or

4.7.2 for the benefit of any other individual that is not a Patient.

5 Fees and Payment

5.1 The fees for each service or service package are as follows:

5.1.1 Treatment Planning Subscription Package Silver – five (5) credits for £200 pcm;

5.1.2 Treatment Planning Subscription Package Gold – ten (10) credits for £360 pcm;

5.1.3 Treatment Planning Subscription Package Silver – fifteen (15) credits for £200 pcm; and

5.1.4 additional credits at £50 per credit on an as needs basis.

5.2 All Fees shall be paid by you at the time you request a service or service package, or at the time you request a Refinement Treatment Plan.

5.3 Subject to clause 13.5, all Fees paid are non-refundable.

5.4 All Fees are exclusive of VAT and other duties or taxes (if applicable) which you shall pay to Aligner Intelligence in addition to any other payment.

6 Your Account

6.1 In order to purchase or access a service or service package on the Website, you must create an Account by signing up with an email address and password. In addition, where an Entity purchases the Educational and Training Subscription Package, each Individual Practitioner who requires access to Aligner Intelligence’s educational and training modules must create an Account by signing up with an email address and password.

6.2 By creating an Account, you (in the case of an Entity, you on behalf of all Individual Practitioners and employees within your practice) agree and confirm that:

• all information you provide to Aligner Intelligence for the purposes of creating an Account is true, accurate, current and complete;
• you shall keep the password associated with the Account confidential and shall not disclose it to any other person (except, if you are an Entity) your employees solely on a need-to-know basis);
• Accounts are personal and you shall not be permitted to transfer an Account to any other person; and
• you shall contact Aligner Intelligence immediately if you suspect any unauthorised use of or access to your Account.

7 Warranty

7.1 At the time of accepting this Agreement and throughout this Agreement, you warrant and represent that:

7.1.1 (in the case of an individual) you:

(a) are an orthodontist or dentist who is qualified to practice in the field;

(b) are registered with the GDC (or any equivalent body or regulator in the jurisdiction you are based);

(c) are in good standing;

(d) have the necessary training and competence to provide aligner treatment to patients (with the assistance of any Treatment Plans we provide); and

(e) have the required knowledge and experience to use the Treatment Planning Services; or

7.1.2 (in the case of an Entity), all Individual Practitioners within your practice:

(a) are orthodontists or dentists who are qualified to practice in the field;

(b) are registered with the GDC (or any equivalent body or regulator in the jurisdiction the Individual Practitioners are based);

(c) are in good standing;

(d) have the necessary training and competence to provide aligner treatment to patients (with the assistance of any Treatment Plans we provide); and

(e) have the required knowledge and experience to use the Treatment Planning Services.

7.2 You warrant that you have the authority and right to enter into this Agreement, and by doing so, you will not be in breach of any obligation to any other person.

8 Limitation of liability

8.1 The entire financial liability of Aligner Intelligence (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to you and any other person in respect of (i) any breach of this Agreement; (ii) any use made by you or any other person of the Services, the Treatment Plans or any part of them; and (iii) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement, shall be subject to this clause 8.

8.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement as it relates to Aligner Intelligence.

8.3 You acknowledge and agree that:

8.3.1 all Treatment Plans produced as a result of Aligner Intelligence’s provision of the Treatment Planning Services have been prepared solely on the basis of the Records supplied to Aligner Intelligence by you, and the accuracy and completeness of a Treatment Plan is dependent on information contained in those Records being accurate, complete and not misleading; Aligner Intelligence does not carry out any further investigations or independent verification of the information contain in Records or any other materials supplied to Aligner Intelligence for the purposes of producing a Treatment Plan, and shall not be liable to you, a Patient (or his/her parent, carer or guardian) or anyone else to the extent such information is inaccurate, incomplete or misleading;

8.3.2 the Treatment Planning Services provided by Aligner Intelligence (and any Treatment Plans or Refinement Treatment Plan produced as a result) are provided and carried out in accordance with industry practice under English law and regulation only. You acknowledge and agree that it is your sole obligation to ensure that, where you and/or the Patient are based in a territory outside the United Kingdom, the Treatment Planning Services requested and provided under this Agreement are suitable under, and comply with, the laws, regulations and practices of such territory;

8.3.3 Aligner Intelligence shall not be liable to you, a Patient (or his/her parent, carer or guardian) or anyone else if you fail to notify Aligner Intelligence of any changes to a Patient’s dentition, or if you fail to request, or refuse to pay for, a Refinement Treatment Plan as a result of any such changes.

8.3.4 Aligner Intelligence shall not be liable to you, a Patient (or his/her parent, carer or guardian) or anyone else if you fail to carry out a thorough medical and dental assessment of a Patient, including without limitation, the Patient’s dental health, oral cavity, dentition and associated lymph nodes, to ensure that the Patient is dentally fit, is not suffering from any active dental diseases and is generally in good health, prior to providing aligner treatment to that Patient;

8.3.5 as between you and Aligner Intelligence, you are solely responsible for:

(a) the diagnosis and treatment of each Patient, and

(b) all iatrogenic and all non-iatrogenic damage to a Patient’s dentition and/or general health as a result of the orthodontic aligner system treatment he/she receives,

and further that Aligner Intelligence shall not be liable to you, a Patient (or his/her parent, carer or guardian) or anyone else for the outcome of such diagnosis and/or treatment or for any iatrogenic and all non-iatrogenic damage to a Patient’s dentition and/or general health as a result of the orthodontic aligner system treatment he/she receives.

8.4 Nothing in this Agreement shall limit or exclude Aligner Intelligence’s liability for:

8.4.1 death or personal injury caused by Aligner Intelligence’s negligence;

8.4.2 fraud or fraudulent misrepresentation; or

8.4.3 any other liability which cannot be limited or excluded by applicable law.

8.5 Subject to clause 8.4, and without prejudice to the remainder of this clause 8, Aligner Intelligence shall not be liable, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, for any (i) loss of profits; or (ii) loss of business; or (iii) depletion of goodwill and/or similar losses; or (ix) any special, indirect or consequential loss, costs, damages, charges or expenses, arising under or in connection with this Agreement.

8.6 Subject to clause 8.4, and without prejudice to the remainder of this clause 8, Aligner Intelligence's total aggregate liability in contract, tort (including negligence), for breach of statutory duty or otherwise, arising under or in connection with this Agreement shall be limited to £1,000.

8.7 Subject to clause 8.4, and without prejudice to the remainder of this clause 8, Aligner Intelligence will not be liable to you for any loss arising out of or in connection with the Services, in contract, tort, by statute or otherwise, unless the loss is caused by the negligence or wilful default of Aligner Intelligence.

9 Indemnity

You agree to indemnify Aligner Intelligence for and against all losses, damages, liabilities, and any and all costs, charges and expenses (including reasonable legal costs) suffered or incurred by Aligner Intelligence arising out of or in connection with any claim made against Aligner Intelligence by any person based on any Services provided under this Agreement.

10 Confidentiality

10.1 Subject to clause 10.2, each party (Receiving Party) undertakes that it shall not at any time:

10.1.1 disclose to any person any Confidential Information of the other party (Disclosing Party); or

10.1.2 use the Disclosing Party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

10.2 The Receiving Party may disclose the Disclosing Party's Confidential Information:

10.2.1 to the Receiving Party's employees, officers, representatives or advisers who need to know such information for the purposes of this Agreement. The Receiving Party shall ensure that those employees, officers, representatives or advisers comply with this clause 10; or

10.2.2 as may be required by law.

10.3 Aligner Intelligence may identify you as its client, provided that in doing so Aligner Intelligence shall not reveal any Confidential Information belonging to you.

10.4 You hereby permit Aligner Intelligence to use your logo to indicate that you are or have been a client of Aligner Intelligence subject to complying at all times with any branding instructions or guidelines notified to Aligner Intelligence by you. It is acknowledged and agreed that you may withdraw such approval at any time at your discretion.

11 Intellectual Property

11.1 Except to the extent set out in this clause 11, each party agrees that it neither has nor will obtain any rights in or to the other party’s Intellectual Property Rights. Each party’s Intellectual Property Rights shall remain the property of that party.

11.2 You hereby grant Aligner Intelligence a non-exclusive licence to use any and all Records supplied to Aligner Intelligence for the purposes of providing the Services.

11.3 In relation to the Treatment Plans:

11.3.1 Aligner Intelligence shall retain ownership of all Intellectual Property Rights in the Treatment Plans, excluding the Records; and

11.3.2 Aligner Intelligence grants to you a non-exclusive licence to use the Treatment Plans for the purposes of receiving and using the Services and the Treatment Plans, and for the purposes of disclosing Treatment Plans to the relevant Supplier for the purposes of manufacturing the orthodontic aligner system to be fitted onto the Patient.

12 Data Protection

12.1 Aligner Intelligence will deal with any personal information that it collects or that you provide to Aligner Intelligence about yourself (in the case of an individual) or relating to Individual Practitioners or other employees or contractors (in the case of an Entity) in accordance with its obligations under the General Data Protection Regulation ((EU) 2016/679) as implemented in the UK (as supplemented, amended or replaced from time to time) and its privacy policy (a copy of which is available on the Website at www.alignerintelligence.com. Aligner Intelligence uses this information primarily to provide you with the Services and for related purposes including (i) updating and enhancing its customer records, (ii) analysis to help it to manage and improve its products and services, and (iv) legal and regulatory compliance.

12.2 The parties agree and acknowledge that Aligner Intelligence will be processing Personal Data on your behalf when performing its obligations under this Agreement, and further agree to comply with the terms set out in Schedule 1 in respect of such processing. The parties hereby record their intention that you shall be the Data Controller and that Aligner Intelligence shall be the Data Processor in respect of such data.

13 Term and Termination

13.1 This Agreement shall commence on the date that you pay for, or that you are first given access to, the relevant service package and shall remain in full force until the completion of all Services that have been purchased or accessed under this Agreement, unless terminated earlier in accordance with this clause 13.

13.2 Without affecting any other right or remedy available to it, Aligner Intelligence may terminate this Agreement (whichever service or service package you purchase/are given access to) with immediate effect by giving written notice to you, if:

13.2.1 you commit a material breach of any term of this Agreement; or

13.2.2 you repeatedly breach any of the terms of this Agreement in such a manner as to reasonably justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect to the terms of this Agreement; or

13.2.3 any warranty given by you in clause 7 of this Agreement is found to be untrue or misleading.

13.3 Without affecting any other right or remedy available to it, you may terminate this Agreement with immediate effect by giving written notice to Aligner Intelligence, if Aligner Intelligence commits a material breach of any term of this Agreement.

13.4 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other if the other party (i) makes any composition or arrangement with its creditors; or (ii) passes a resolution or an order is made for its winding up, other than for the purpose of a solvent amalgamation or reconstruction; or (iii) becomes subject to an administration order; or (iv) has a receiver or administrative receiver appointed over any of its assets, undertakings or business; or (v) ceases or threatens to cease to trade (either in whole or as to any part of its business involved in the performance of this Agreement), or becomes or is deemed insolvent, or is unable to pay its debts as they fall due; or (vi) takes or suffers any similar or analogous procedure, action or event in consequence of debt in any jurisdiction; or (vii) if the other party (being an individual) is the subject of a bankruptcy petition, application or order.

13.5 In the event of termination of this Agreement by a party under clauses 13.3 or 13.4, Aligner Intelligence shall refund all Fees for any Services not provided on a pro rata basis, less reasonable administrative costs.

13.6 Termination of this Agreement howsoever arising shall not discharge either party from any existing obligation accrued prior to the date of termination or affect the continuing application of clauses which are intended either expressly or by implication to survive such termination (including clauses 7-12, 13.6 and 15-17).

14 Force Majeure

Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.

15 Notices

15.1 Any notice required or authorised to be given under this Agreement shall be in writing and shall be:

15.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service; or

15.1.2 sent by email to:

(a) Aligner Intelligence at info@alignerintelligence.com.

(b) You at the address specified in your Account.

15.2 Any notice so given shall be deemed to have been received:

15.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

15.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or

15.2.3 if sent by email, at noon on the Business Day after such message was sent and, in proving service, it shall be sufficient to produce a computer printout indicating that the message was sent to and received by the recipient’s electronic mail address.

16 Assignment and Other Dealings

16.1 Aligner Intelligence may at any time assign, sub-licence, sub-contract, transfer, novate, mortgage, charge or otherwise encumber, create a trust over or deal in any manner with this Agreement or any of its rights, liabilities or obligations under this Agreement.

16.2 You shall not assign, sub-license, sub-contract, transfer, novate, mortgage, charge or otherwise encumber, create any trust over or deal in any manner with this Agreement or any of its rights, liabilities or obligations under this Agreement without the prior written consent of Aligner Intelligence.

17 General

17.1 This Agreement (together with the documents referred to in it) constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understanding between them, whether written or oral, relating to their subject matter.

17.2 No variation to this Agreement shall be effective unless it is in writing and signed by both parties.

17.3 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that right or remedy.

17.4 If any clause or other provision in this Agreement shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall in no way affect any other clause or provision or part of any clause or provision, all of which shall remain in full force and effect.

17.5 Nothing in this Agreement shall create or be deemed to create a partnership, an agency or a relationship of employer and employee between the parties.

17.6 A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement.

17.7 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. The parties irrevocably agree that the English courts shall have non-exclusive jurisdiction to settle and dispute or claim or matter brought by you in relation to this Agreement or its subject matter or formation.

Schedule 1

Data Processing Terms

1. Definitions

1.1 Capitalised terms used in this Schedule shall have the meanings given to them in this Agreement, unless otherwise defined below or elsewhere in this Schedule:

1.2 For the purposes of this Schedule, the following terms shall have the following meanings:

“Data Security Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to any Personal Data transmitted, stored or otherwise processed;

“Data Controller” shall have the meaning given to that term in the applicable Data Protection Legislation;

“Data Processor” shall have the meaning given to that term in the applicable Data Protection Legislation;

“Data Protection Legislation” means the DPA, and all other applicable laws and regulations relating to the processing of personal data and privacy from time to time in force in the UK that implement, supplement, amend or replace the DPA, including where applicable the guidance and codes of practice issued by the UK Information Commissioner;

“Data Subject” shall have the meaning given to that term in the applicable Data Protection Legislation;

“DPA” means the UK Data Protection Act 2018;

“UK GDPR” shall have the meaning given to it in the Data Protection Act 2018;

“Personal Data” shall have the meaning given to that term in the applicable Data Protection Legislation, and as defined in the applicable Data Protection Legislation, is data belonging to or relating to Patients and which Aligner Intelligence is processing under this Agreement; and

“Processing” and “process” shall have the meaning given to those terms in the applicable Data Protection Legislation.

2. Data Processing Activities

2.1 Details of the Personal Data that Aligner Intelligence will be processing when performing its obligations under this Agreement (including the subject-matter, nature and purpose of the processing, the types of personal data to be processed and the categories of data subjects to whom the data relates) are set out in Schedule 2.

2.3 The parties hereby record their intention that you shall be the Data Controller and Aligner Intelligence shall be the Data Processor in respect of such data.

3. Aligner Intelligence’s Obligations

3.1 Aligner Intelligence agrees that:

(a) it will process Personal Data provided to it or collected by it under this Agreement only to the extent, and in such manner, as is necessary for the purpose of providing the Services and in accordance with your written instructions from time to time (unless required to do so by any laws or regulations to which Aligner Intelligence is subject, in which case, Aligner Intelligence shall inform you of that legal requirement before processing, unless that law prohibits disclosure of such information on important grounds of public interest) and it will immediately inform you if, in its opinion, an instruction infringes the Data Protection Legislation or other data protection law of the UK;

(b) it will keep records of all processing of Personal Data that it undertakes;

(c) it will have in place appropriate technical and organisational measures to protect the Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, will provide a level of security appropriate to the risk represented by the processing and the nature of the Personal Data to be protected, and will, taking into account the nature of processing and the information available to Aligner Intelligence, assist you, at your expense (on a time and materials basis) and your written request, in ensuring compliance with your obligations under the Data Protection Legislation with respect to security and impact assessments;

(d) it will have in place procedures so that any of its employees, officers or third parties it authorises to have access to the Personal Data will respect and maintain the confidentiality and security of the Personal Data;

(e) it will identify to you a contact point within its organisation authorised to respond to enquiries concerning the processing of Personal Data by Aligner Intelligence, and will cooperate in good faith with you and the relevant local data protection authority, concerning all such enquiries within a reasonable time;

(f) it will process Personal Data in accordance with all applicable Data Protection Legislation;

(g) it will not carry out, via itself or via any other processor, any processing of Personal Data, or transfer any Personal Data, outside of the UK without your prior written consent; notwithstanding the foregoing, you acknowledge and agree that Aligner Intelligence stores data, including Personal Data, in distributed internet-accessible remote networks known as “the Cloud”, and you further acknowledge and agree that such disclosure, storage and processing is permissible under this Agreement provided that Aligner Intelligence complies with the provisions of paragraph 3.2 below;

(h) at your direction, it will delete or return all Personal Data to you after the end of the provision of services relating to the processing of the Personal Data, and delete existing copies unless applicable law requires storage of the personal data in which case Aligner Intelligence warrants that it will guarantee the confidentiality of the Personal Data and will no longer actively process the Personal Data; and

(i) at your written request and expense (on a time and materials basis), and subject to you entering into such confidentiality undertakings as Aligner Intelligence requires, it will make available to you all information necessary to demonstrate its compliance with the provisions of this paragraph 3; and

(j) it will permit you, at your expense (on a time and materials basis), at any reasonable time and from time to time upon not less than seven (7) days written notice, and subject to you entering into such confidentiality undertakings as Aligner Intelligence requires, to have escorted access to the appropriate part of Aligner Intelligence’s premises, systems, equipment and other materials and facilities to enable you to inspect the same for the purposes of monitoring compliance with this paragraph 3. For the avoidance of doubt, such inspections shall not relieve Aligner Intelligence of any of its obligations under this Agreement.

3.2 You hereby provide your prior, general authorisation for Aligner Intelligence to appoint processors to process the Personal Data, provided that Aligner Intelligence:

(a) shall ensure that the terms on which it appoints such processors comply with all applicable Data Protection Legislation, and further that the terms are are no less onerous than the obligations imposed on Aligner Intelligence in this paragraph 3;

(b) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of Aligner Intelligence; and

(c) shall inform you of any intended changes concerning the addition or replacement of the processors, thereby giving you the opportunity to object to such changes provided that if you object to the changes and cannot demonstrate, to Aligner Intelligence’s reasonable satisfaction, that the objection is due to an actual or likely breach of applicable Data Protection Legislation, you shall indemnify Aligner Intelligence for any losses, damages, costs (including legal fees) and expenses suffered by the Supplier in accommodating the objection.

3.3 In the event that a Data Subject exercises his or her rights under the Data Protection Legislation in respect of Personal Data Processed by Aligner Intelligence on your behalf or where you are required to deal or comply with any assessment, enquiry, notice, or investigation by the UK Information Commissioner (or the equivalent supervisory authority in any relevant jurisdiction), then Aligner Intelligence will co‑operate with you, at your expense (on a time and materials basis) and your written request, to enable you to comply with all your obligations which arise as the result of the exercise of such rights or as a result of such assessment, enquiry, notice or investigation.

3.4 Aligner Intelligence agrees to notify you of a Data Security Breach promptly and, in any event, within 24 hours of identification of a Data Security Breach, to enable you to consider what action is required in order to remedy or mitigate the issue in accordance with the applicable Data Protection Legislation and guidance. Aligner Intelligence agrees to provide reasonable assistance to you to facilitate the handling of any Data Security Breach in an expeditious and compliant manner and in ensuring compliance with your obligations under the Data Protection Legislation with respect to breach notifications.

4. Your Obligations

4.1 You agree that you shall comply with all provisions under the Data Protection Legislation and in particular (but without prejudice to the foregoing) shall ensure that:

(a) all Personal Data provided to Aligner Intelligence has been validly obtained and that it is entitled to disclose and transfer the Personal Data to Aligner Intelligence so that Aligner Intelligence may lawfully use, process and transfer the Personal Data in accordance with this Agreement; and

(b) in respect of all Personal Data collected by Aligner Intelligence on your behalf, you will issue the relevant Data Subjects with a fair processing notice or privacy notice informing them how Aligner Intelligence intends to use their Personal Data.

4.2 You agree that it shall give full and proper instructions to Aligner Intelligence, in accordance with the Data Protection Legislation, to enable Aligner Intelligence to comply with its obligations set out in paragraph 3 above.

4.3 You acknowledge that Aligner Intelligence is reliant on you for direction as to the extent to which Aligner Intelligence is entitled to use and process the Personal Data. Consequently, Aligner Intelligence will not be liable for any claim brought by a Data Subject arising from any action or omission by Aligner Intelligence, to the extent that such action or omission results directly from your instructions.

17.8

Schedule 2

Details relating to the data processing activities to be carried out by Aligner Intelligence