AGREEMENT (full digital version)
Table of Contents
3. Software.
4. Diagnostic Treatment Planning & Software Support Services.
4.1 Provision of Services
8.2 Protection of Confidential Information.
8.3 AI-Related Confidential Information.
8.7 Standard of confidentiality.
12. Privacy.
12.1 Limited License (Dentist Users).
12.7 Ownership and AI Outputs.
12.8 Electronic Communications and Spam Compliance.
12.9 Data Breach Notification.
13.1 Ownership of Preexisting IP.
13.2 Ownership of Developed IP.
13.4 No Transfer of AI IP Without Consent.
14.5 Limited To The Legal Minimum.
14.10 Example Limitation Risk.
15. General
17. Definitions.
18. Execution.
Agreement
This Agreement is made on Date of Agreeing to this document by digital signature.
Between
(Customer)
Those viewing and agreeing to this document online.
and
AORTA Australia Pty Ltd (Supplier)
ABN: 42 605 087 849
Address: 15/37-39 Albert Road, Melbourne Vic 3004
1. Operative Provisions
1.1 Engagement
The Customer appoints the Supplier, and the Supplier accepts the appointment, to provide the goods and/or services specified in this Agreement, subject to the terms and conditions contained herein.
The Customer agrees to this Agreement by either:
a) by signing this Agreement digitally or physically; or
-
b) using the signup procedure on AORTA’s web services or digital platforms; or
c) continuing to use AORTA’s services.
The parties enter the Agreement intending to be completely independent of each other, and not as a party to a joint venture, partnership or agency agreement.
The agreement will apply retrospectively to anything (and any Indemnifier) provided by the Supplier to the Customer within the scope of the agreement prior to the commencement of the Agreement, unless parties agree otherwise in writing.
1.5 Background
a) Capitalized words and phrases are defined in Part B – Definitions.
b) AORTA owns and operates web services, digital platforms, and AI services.
c) AORTA will provide the services to the Customer in accordance with this Agreement.
The Supplier will provide to the Customer goods and/or services as agreed between the parties from time to time, which may include but are not limited to:
-
a) the supply of dental education, training, and diagnostic treatment planning & software support services;
b) the provision of laboratory services, including the manufacture, supply, and/or delivery of dental products;
c) the supply of digital dentistry solutions, technology, software, and related support; and
d) such other goods and/or services as may be mutually agreed in writing by the parties.
The parties may agree to vary, expand, or amend the goods and/or services to be provided under this Agreement by written agreement, including via email confirmation between authorised representatives.
The Supplier will perform the Services and supply the Goods with due care, skill, and diligence, in accordance with:
a) applicable laws and regulations; and
b) any reasonable directions or specifications provided by the Customer that are consistent with this Agreement.
The parties acknowledge the services are intended for the continuing professional education of dental practitioners and do not constitute:
a) professional advice;
b) medical advice; or
c) the provision of dental services to any individual.
If the Customer comprises more than one party, each party is jointly and severally liable for all obligations under this Agreement.
3. Software
“Software” includes products such as the online education portal, online education library, Dental Lab Link (DLL), Virtual Mentorship (VM see Clause 4), Smile Geni 2D and Smile Geni 3D, and any other current or future digital platforms, using AORTA’s software IP, artificial intelligence (AI), and human verifiers.
These services assist users in identifying dental and facial aesthetic enhancements and improvements through multidisciplinary dentistry treatment options, enhancing informed consent and communication between dental practitioners and their patients. The Software incorporates AORTA’s proprietary artificial intelligence (AI) technologies, including algorithms, machine learning models, neural networks, and automated processes, as well as human verification where required. These services assist users in identifying dental and facial aesthetic enhancements and treatment options, improving communication between dental practitioners and their patients, and supporting informed consent through visual and digital aids.
-
a) The Customer must keep account login details secure and notify AORTA if compromised.
b) The Customer is responsible for all activity on their account, authorised or not.
4. Diagnostic Treatment Planning & Software Support Services
4.1 Provision of Services
Where the Customer subscribes to AORTA’s services & software services, (education, digital & dental laboratory) AORTA will provide access to guidance, discussion, and feedback in accordance with the service description published on AORTA’s website at the time of subscription.
Services are intended to support the Customer’s professional development and may include:
a) case discussions;
b) diagnostic & treatment planning advice;
c) clinical photography, videography, STL files, CBCT, 2d x-rays and records review; and
d) workflow or process recommendations.
The Customer acknowledges that:
a) the service does not replace the Customer’s independent clinical judgement;
b) all clinical decisions and patient care remain the sole responsibility of the Customer;
c) the service does not constitute supervisory oversight or formal training accreditation; and
d) AORTA is not responsible for patient outcomes resulting from services discussions.
Services may be provided through one or more of the following:
a) Dental Lab Link (DLL);
-
b) online meetings;
c) email or secure messaging;
d) feedback through AORTA’s digital platforms; or
f) other delivery methods as agreed in writing.
4.5 Scheduling and Duration
a) Services sessions or access will be scheduled in accordance with AORTA’s published availability or as otherwise agreed.
b) Any session or program duration is as stated in the Customer’s subscription or purchase confirmation.
AORTA may suspend or terminate services access where:
a) the Customer breaches any term of this Agreement;
b) the Customer fails to make payment when due; or
c) AORTA reasonably considers the services relationship has been misused or is not being used for its intended professional purpose.
5.1 Fees
The Customer will pay the Supplier the Fees for the Goods and/or Services as agreed between the parties from time to time. Fees may be set out in:
a) see Schedule 1; or
-
b) via Dental Lab Link (DLL) online ordering portal at the time of placing the order, or quoted within the order thereafter; or
c) any other written agreement, including message or email confirmation between authorised representatives of the parties; or
-
d) from a written quotation or proposal provided by the Supplier and accepted by the Customer.
-
e) the customer agrees that some items are custom orders and may not be quoted per case specifically and the Supplier always keeps these orders to the minimum amount.
The Supplier will issue tax invoices to the Customer in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Each invoice will specify the Goods and/or Services supplied, the applicable Fees, and any GST payable.
Invoices will include (when known): Store of order, Provider name, Patient name, Product and Qty ordered, Price and discount when applicable.
Note, orders placed through DLL will require these details for invoices to be matched and allocated accordingly. The Supplier bears no responsibility for information not supplied or incorrectly supplied.
Where the price is periodic (e.g., monthly or annually), it is subject to change, without notice and invoices will be sent recurringly until the supply or service is cancelled by the Customer.
5.4 Payment Terms
Unless otherwise agreed in writing, the Customer must pay all invoices within 30 days after the month of invoice.
5.5 Late Payment or Default
If any amount remains unpaid after the due date, the Supplier may (without prejudice to any other rights):
a) charge interest on the overdue amount at the rate of 8.34% per annum, calculated daily from the due date until the date of payment; and/or
b) suspend or withhold delivery of any Goods or Services until all outstanding amounts are paid in full; and/or
-
c) request prepayment for future orders if the account is in arrears.
-
d) suspend services until payment is received.
5.6 Expenses
The Customer will reimburse the Supplier for all reasonable and pre-approved out-of-pocket expenses incurred in the performance of the Services, provided that such expenses are supported by appropriate documentation.
The Customer shall pay freight charges for any order location outside the store locations in this agreement. This includes and is not limited to:
-
Deliveries direct to a patient address; or
-
When express freight services are required when an order is placed with short turnaround, or outside the normal turnaround time schedule; or
-
Deliveries required to any other location for an order or need requested anytime; or
-
Items related to clause 5.6
5.8 Disputed Invoices
If the Customer disputes an invoice (or part thereof), it must notify the Supplier in writing within 7 days of receipt of the invoice, identifying the disputed amount and the reasons for the dispute. The undisputed portion of the invoice or account must be paid in accordance with clause 4.3. If the Customer reviews the invoice after this time the Supplier may choose to resolve the disputed amount in the current period when resolved (not back dated to the period in which it occurred).
6.1 Term
This Agreement commences on the Commencement Date and will continue until terminated in accordance with this clause.
6.2 Termination by Notice
Either party may terminate this Agreement for any reason by giving the other party [30] days’ prior written notice.
6.3 Termination for Cause
Either party may terminate this Agreement immediately by written notice if the other party:
a) commits a material breach of this Agreement that is not remedied within [14] days after receiving written notice requiring the breach to be remedied;
b) becomes insolvent, bankrupt, or subject to external administration; or
c) ceases or threatens to cease carrying on business.
6.4 Effect of Termination
Upon termination of this Agreement for any reason:
a) all amounts owing by the Customer to the Supplier become immediately due and payable;
b) the Supplier will, at the Customer’s request, deliver any Goods or Deliverables paid for but not yet supplied, subject to any outstanding amounts being settled; and
c) each party must promptly return or destroy any Confidential Information of the other party in its possession.
6.5 Survival
The following clauses survive termination of this Agreement:
a) any clause which by its nature is intended to survive termination;
b) clause 4 (Fees and Payment);
c) clause 6 (Confidentiality);
d) clause 7 (Intellectual Property); and
e) clause 8 (Liability and Indemnity).
AORTA may suspend services if:
a) the Customer breaches this Agreement;
b) the Customer breaches a Related Agreement; or
c) a Related Agreement is terminated.
Suspension continues until the breach is remedied to AORTA’s satisfaction.
The Customer warrants that they:
a) are a dental health professional or an entity providing dental health services;
b) have current AHPRA registration;
c) hold all required insurance and radiation licences;
d) are not involved in any litigation, disciplinary proceedings, or investigations by the Dental Board;
e) are competent and legally permitted to practise dentistry; and
f) where more than one individual constitutes the Customer, the person entering into this Agreement is authorised to do so.
The Customer must notify AORTA promptly if any of these warranties change.
8.1 Obligations
Each party must keep confidential all Confidential Information disclosed to it by the other party and must not use or disclose that information except:
a) to its employees, contractors, or advisors who need the information for the purposes of this Agreement and who are bound by obligations of confidentiality;
b) with the prior written consent of the other party; or
c) as required by law, court order, or the rules of a stock exchange.
8.2 Protection of Confidential Information
Each party must take all reasonable steps to protect the confidentiality of the other party’s Confidential Information and to prevent its unauthorized use or disclosure.
8.3 AI-Related Confidential Information
For clarity, Confidential Information includes any data, records, prompts, annotations, or outputs used in or produced by AORTA’s AI systems, including de-identified or anonymized patient data supplied by the Customer.
8.4 Use for AI Training
Unless expressly prohibited in writing by the Customer, AORTA may use de-identified Customer Materials to refine and improve its AI models. AORTA warrants that any such use will:
(a) not identify patients or disclose Personal Information;
(b) comply with applicable Privacy Laws; and
(c) remain subject to AORTA’s confidentiality obligations.
8.5 Return or Destruction
On request, each party must promptly return or destroy all Confidential Information of the other party in its possession or control, except where retention is required by law.
Obligation of confidentiality:
The recipient party agrees to use the subject confidentiality solely for the confidentiality purpose. The recipient party agrees to keep the confidentiality subject strictly confidential for the confidentiality period.
8.7 Standard of confidentiality
The recipient party agrees to: use industry standard security techniques to prevent; immediately notify disclosing party of; comply with disclosing party’s reasonable instructions regarding; and use its best endeavours to mitigate the effects of, any unauthorized access to or use of the confidentiality subject for which The recipient party is responsible in whole or in part.
The recipient party may disclose the confidentiality subject to professional advisors, like lawyers or accountants, but only to the extent necessary for the confidentiality purpose.
The recipient party may disclose the confidentiality subject if it is, or subsequently comes to be, publicly known through no fault, act, or omission on the part of the recipient party;
The recipient party is also permitted to disclose the confidentiality subject if:
the disclosure is necessary in order to enforce the Agreement; or
the disclosure is required by law or a binding order of a government agency or court, but The recipient party must not make such a disclosure without first notifying the disclosing party and giving the disclosing party a reasonable opportunity to object to the disclosure.
The recipient party must comply with disclosing the party's reasonable requests with regard to any permitted disclosure.
The recipient party must use reasonable endeavours to ensure any person receiving the confidentiality subject through a permitted disclosure will treat it confidentially, and under substantially the same obligations as these confidentiality obligations.
Where there is a confidentiality exception, these confidentiality obligations will not apply to the extent of the confidentiality exception.
Damages not an adequate remedy
The parties agree that:
the value of keeping the confidentiality subject confidential is difficult to assess; and
damages would not be an adequate remedy for the irreparable harm that would be caused by the recipient party’s breach of these confidentiality obligations.
If the recipient party actually breaches or threatens to breach these confidentiality obligations, the disclosing party will be entitled to enforce the recipient party’s confidentiality obligations by injunctive relief or specific performance, in addition to any other available remedy. The disclosing party will not be required to prove actual or special damage in order to do so.
These confidentiality obligations may be mutual so that, if specified in the clause, each party to the Agreement may simultaneously be a disclosing party with respect to its own confidentiality subject and a The recipient party with respect to another party’s confidentiality subject.
AORTA does not warrant that information provided is complete or correct.
The Customer must verify any information before relying on it and acknowledges that it is not clinical advice.
Information may change without notice and may reference third parties, which AORTA does not endorse.
AORTA has no relationship with the Customer’s patients.
No information provided will be supervisory in nature; the Customer remains solely responsible for its use.
All use of information must comply with Dental Board requirements, best practice, and legal obligations.
The Customer is responsible for:
-
compliance with privacy laws and must assist AORTA in meeting its obligations.
-
its own and its personnel’s compliance with privacy laws
-
must not disclose Sensitive Information without written consent from the individual concerned and must keep records of such consent.
-
all handling of Personal Information must comply with AORTA’s Privacy Policy, AHPRA and ADA standards, and applicable law.
In handling Personal Information in connection with the Web Service, Customer agrees to provide reasonable assistance to AORTA in meeting its obligations under privacy law including obligations regarding data security, privacy notifications, data deletion, and access by individuals to their Personal Information.
In handling Personal Information in connection with the Web Service, Customer must comply (and ensure its personnel comply) with:
AORTA’s privacy policy available at https://www.aortaaustralia.com.au/privacy ; Applicable professional ethics standards or rules, including AHPRA and ADA rules or standards relating to confidentiality or privacy; AORTA’s reasonable privacy compliance and security procedures notified to Customer from time to time; and privacy law.
Customer must not disclose any Sensitive Information of any individual to AORTA without first obtaining the informed written consent of the individual.
Customer must keep a record of the consent in relation to any patient whose information it discloses to AORTA and provides that record to AORTA on request.
Customer must include in its privacy policy a statement that it may disclose patient information to AORTA for support and training services.
Customer must immediately notify AORTA if it becomes aware of any:
-
inquiry or complaint regarding privacy by any individual;
-
breach of Customer’s privacy obligations under the Agreement;
-
unauthorized disclosure of, or access to, Personal Information;
-
disclosure or data breach of Personal Information; or
-
investigation by the Office of the Australian Information Commissioner or another government agency.
Unless expressly stated otherwise, we are the sole owner of all data, records, works, copyright, trademarks, trade names, patents and other intellectual property rights created, developed, subsisting or used in or in connection with the Software (not including any third party apps or websites), whether or not you contribute to such material.
To the extent that it is not covered by the above paragraph, we are the sole owner of any data, records, works or other information created as a result of artificial intelligence, machine learning algorithms or otherwise by the Software.
Except to the extent permitted by the ‘Limited Licence’ in these Terms below, or as required under law, the Software must not be accessed, used, republished, reproduced, copied, sold, modified, or otherwise exploited (in full or in part), without our express written consent.
12.1 Limited License (Dentist Users)
If you are a dentist or dental practice user (Dentist User) we grant you a limited, revocable, and non-exclusive licence to access and use the Software (Limited Licence). The rights granted to Dentist Users by the Limited Licence are personal, and are intended to allow you to access and use the Software for the purposes of assisting a health professional to identify dental pathologies and communicating a health professional’s treatment plan to the patient. Dentist Users must not access or use the Software for any other purpose, including commercial purposes.
The Customer acknowledges and agrees that:
-
The Software (Smile Geni, VISS, DLL…) facilitates the provision of information to the treating health professional that may assist the treating health professional in their own professional practice;
-
The Software is not used as a substitute for an assessment, diagnosis and treatment by a health professional;
-
The Software does not replace, take on or detract from any of the professional responsibilities and/or duties of a health professional or practice;
-
You are responsible for assessing the accuracy of the information provided by the Software;
-
You use the Software and the information provided to you through the Software at your own risk.
-
You must not make any part of the Software available as part of another application, software or website in any manner without our express written consent.
-
Our Software facilitates communication with patients and dentists. You must ensure that any information entered into the Software is true and accurate. You are responsible for any communication made through the Software.
-
You must not use any device, application, other software, item or equipment, or take any action, which does or may affect the operation of the Software.
If you create an account with the Software (Account), you are responsible for any activities of that Account and maintaining the security of the Account.
If you create an Account for any person/s other than you, you warrant that you have obtained such person’s prior consent to create an Account for them and to provide their personal information via the Software for this purpose.
If you suspect your Account may be vulnerable to or has been subject to unauthorized use, you must notify us immediately.
Software also provides patients (Patients) with a more convenient, transparent and accessible healthcare experience. Our contact with patients is limited to providing the patient with a report (Report) of their proposed treatment plan and developing a Patient profile to assist health professionals determine future treatments.
The Supplier is not providing a health service to patients.
You acknowledge that the Supplier is not responsible for any health services or advice provided by any health professional, and we do not make any representations about their expertise or the suitability of any services or advice provided or not provided.
The Report is prepared by the health professional. The health professional is independent from AORTA. We do not make any warranties or representations regarding the quality or accuracy of the information provided in the Report.
If you are a Patient, the Software enables you to communicate with your treating health professional or practice, and vice versa.
If you provide information to a third party through the Software (whether you are a Patient or any other User), we are in no way responsible nor liable to you for any third party’s handling of your personal information. Before you provide your information to any third party, you should familiarise yourself with any privacy policies of that third party.
We may provide links to or information from third party applications or websites through the Software (Third Party Information). We do not endorse, and we are in no way responsible nor liable for the content of any Third-Party Information. Further, we do not claim that any Third-Party Information is accurate.
You are responsible for assessing the relevance and accuracy of the Third-Party Information. Linked third party applications or websites may have their own terms and conditions of use, and you should familiarise yourself with those terms and conditions when using such third-party applications or websites.
12.6 AI Data Handling
(a) AORTA may process Personal Information through its AI technologies solely for the purposes of providing the Services.
(b) To the extent practicable, AORTA will de-identify or anonymize data before using it in AI model training or system improvement.
(c) Any AI training will exclude identifiable patient information unless explicit, documented consent is obtained and retained by the Customer.
The Customer acknowledges that the Supplier may use de-identified data for the purpose of developing and improving AI technologies, and the Supplier will comply with applicable laws, industry codes, and government-issued guidance on the responsible use of AI.
Where Personal Information is stored or processed overseas, AORTA will take reasonable steps to ensure that any overseas recipient does not breach the Australian Privacy Principles.
12.7 Ownership and AI Outputs
Unless otherwise agreed, AORTA is the sole owner of any data, insights, models, or outputs generated by its AI systems, even if derived from Customer Materials, provided such ownership does not extend to the original Personal Information supplied by the Customer.
12.8 Electronic Communications and Spam Compliance
All electronic communications made under this Agreement must comply with the Spam Act 2003 (Cth), including requirements for prior consent and providing a functional unsubscribe facility.
12.9 Data Breach Notification
Where a data breach amounts to an eligible data breach under the Privacy Act 1988 (Cth), the Customer and Supplier must comply with the notification requirements of the Notifiable Data Breaches (NDB) scheme.
13.1 Ownership of Preexisting IP
Each party retains ownership of all Intellectual Property Rights it held prior to the Commencement Date or developed independently of this Agreement (Pre-existing IP).
13.2 Ownership of Developed IP
Unless otherwise agreed in writing:
(a) all Intellectual Property Rights created, developed, generated or produced by the Supplier in connection with this Agreement (Developed IP), including but not limited to:
• artificial intelligence (AI) models, training data, algorithms, prompts, outputs, reports, predictions, and recommendations, whether automated or human-verified,
• any improvements, modifications, derivative works or adaptations of such AI technologies,
will be owned exclusively by the Supplier; and
b) the Supplier grants to the Customer a nonexclusive, nontransferable, royaltyfree licence to use the Developed IP solely for the purposes for which it was provided.
13.3 Customer Materials
The Customer grants to the Supplier a non-exclusive, royalty-free license to use, reproduce, process, and modify any materials, data, or information provided by the Customer (Customer Materials) solely as required to provide the Services, train or improve AI models, or deliver the Goods. The Customer warrants it has all necessary rights to grant this license.
13.4 No Transfer of AI IP Without Consent
Nothing in this Agreement transfers ownership of AI models, training data, algorithms, or outputs to the Customer unless expressly stated in writing and signed by both parties.
If the Customer obtains any interest in New IP or AI Outputs, they assign all such rights to AORTA. AORTA grants the Customer a restricted license to use the AI Outputs and Background IP:
(a) Location – within Australia, unless otherwise approved in writing;
(b) Period – for the duration of the Agreement; and
(c) Purpose – solely for receiving and using AORTA’s Services in the course of dental practice.
The licensor grants the licensee a licence to the Intellectual Property Rights in the licence subject for the licence purpose. Unless otherwise specified in the clause the licence is:
revocable; non-transferrable; non sublicensable; and non-exclusive.
Where there is a licence exception, the licence of Intellectual Property Rights above will not apply to the subject of the licence exception.
The licence granted above will be subject to the terms and conditions specified in the clause.
The licensor warrants that the licensee’s legitimate exercise of the licensed Intellectual Property Rights for the licence purpose will not infringe the rights of any third party.
The licensor warrants that it will give and obtain any Moral Rights waivers and consents necessary to ensure the licensee can use the Intellectual Property Rights for the licence purpose without infringing Moral Rights.
14.1 Limitation of Liability
To the maximum extent permitted by law, the Supplier’s total aggregate liability to the Customer for all claims arising out of or in connection with this Agreement (whether in contract, tort, statute, or otherwise) is limited to the total Fees paid by the Customer to the Supplier in the 12 months immediately preceding the event giving rise to the claim.
14.2 Exclusion of Liability
To the maximum extent permitted by law, the Supplier will not be liable for any loss of profit, loss of revenue, loss of business opportunities, loss of data, or any indirect, special, or consequential loss or damage, however caused.
14.3 Indemnity
The Customer indemnifies and holds harmless the Supplier and its officers, employees, and contractors against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable legal costs) arising from or in connection with:
a) any breach of this Agreement by the Customer;
b) any negligent, unlawful, or wilful act or omission of the Customer; or
c) the use of any Goods or Services by the Customer in a manner not authorised by this Agreement or otherwise contrary to law.
14.4 Australian Consumer Law
Nothing in this Agreement excludes, restricts, or modifies any rights or remedies that cannot be excluded, restricted, or modified under the Competition and Consumer Act 2010 (Cth) or any other applicable legislation.
14.5 Limited To The Legal Minimum
The limited party deals with the limiting party in respect of the limitation subject at its own risk. To the fullest extent permitted by law, limiting party excludes all liability (including Consequential Loss) to limited party for any liabilities connected directly or indirectly with the limited party and limiting party dealings in relation to the limitation subject, including liabilities based on contract law; tort law; or legislation, and including liabilities caused by the limitation risks.
Where there is a limitation exception, this limitation of liability does not apply to the subject of the limitation exception.
The foregoing limitation of liability will not apply to indemnities given by limiting party to limited party under the Agreement.
To the fullest extent permitted by the law, all terms and conditions implied by any other source of law in relation to dealings between the limiting party and the limited party in respect of the limitation subject are excluded from the Agreement.
To the fullest extent permitted by the law, limiting party’s liability to the limited party for breaching a Compulsory Condition in relation to the limitation subject is limited to:
-
in a case where a breach is deemed to be a breach in respect of goods:
-
the replacement of the relevant goods or the supply of equivalent goods;
-
the repair of the relevant goods;
-
the payment of the cost of replacing the relevant goods or of acquiring equivalent goods; or
-
the payment of the cost of having the relevant goods repaired; and
-
in a case where a breach is deemed to be a breach in respect of services:
-
the resupply of the relevant services; or
-
payment of a sum equal to the cost of resupplying the relevant services.
The limiting party will choose which of these options will apply.
Moral Rights means the rights commonly referred to as “moral rights”, such as the right of attribution, which are recognised in the jurisdiction of the Agreement.
Example Limitation Risks means any liabilities arising from the risks described below.
Risks from advice, including:
-
any fault or reliance connected with Information;
-
reliance on advice or opinions in whatever form;
-
incorrect technical advice or data; and
-
failure to provide correct information.
Risks from data, including:
-
breaches of privacy or data protection law;
-
breach of any law in connection with spam;
-
any privacy request, inquiry, investigation, complaint or enforcement procedure;
-
third party loss from the storage of third-party data; and
-
an individual pursuing a right under privacy or data protection law connected with conduct, by Indemnifier in connection with the Agreement and Web Services.
Risks from software and networks, including:
-
digital security issues like software vulnerabilities and malware connected with conduct;
-
inaccessibility of software or a network connected with conduct; and
-
the use of software for unlawful conduct, by Indemnifier in connection with the Agreement and Web Services.
Risks from intellectual property, including:
-
infringement of third-party intellectual property; and
-
any third-party claim or legal action for intellectual property infringement connected with conduct, by Indemnifier in connection with the Agreement and Web Services.
Risks from people and property, including:
-
death or injury connected with conduct; and
-
property damage connected with conduct, by Indemnifier in connection with the Agreement and Web Services.
Risks from the Agreement, including:
-
negligence;
-
third party reliance on the Agreement and Web Services resulting from conduct;
-
any act or omission;
-
delays; and
-
breaches, by Indemnifier in connection with the Agreement and Web Services.
The licensor grants the licensee a licence to the Intellectual Property Rights in the licence subject for the licence purpose. Unless otherwise specified in the clause the licence is:
irrevocable; transferrable; sub-licensable; perpetual; non-exclusive; royalty free; and
Where there is a licence exception, the licence of Intellectual Property Rights above will not apply to the subject of the licence exception.
The licence granted above will be subject to any terms and conditions specified in the clause.
The licensor warrants that the licensee’s legitimate exercise of the licensed Intellectual Property Rights for the licence purpose will not infringe the rights of any third party.
The licensor warrants that it will give and obtain any Moral Rights waivers and consents necessary to ensure the licensee can use the Intellectual Property Rights for the licence purpose without infringing Moral Rights.
15.1 Governing Law
This Agreement is governed by the laws of the State or Territory in which the Supplier’s principal place of business is located, and the parties submit to the nonexclusive jurisdiction of the courts of that State or Territory.
15.2 Entire Agreement
This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all previous agreements, understandings, and negotiations.
15.3 Variation
Any variation to this Agreement must be in writing and signed by both parties. If the customer does not agree with the variation from the Supplier, they must cease using the services.
15.4 Assignment
Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld.
15.5 Notices
Any notice or other communication given under this Agreement must be in writing and delivered by hand, sent by prepaid post, or emailed to the relevant party’s contact details set out in this Agreement (or as otherwise notified).
15.6 Severability
If any provision of this Agreement is found to be invalid or unenforceable, it will be severed, and the remainder of the Agreement will continue in full force and effect.
15.7 Force Majeure
Neither party will be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay is caused by an event beyond its reasonable control, including but not limited to natural disasters, war, labour disputes, government action, or failure of communications or power supply.
-
a) Governing Law – Victoria, Australia, is the governing law and jurisdiction.
b) Communications – Notices may be sent via email to the addresses used for account registration or listed in the Agreement.
c) Taxes – The Customer is responsible for all taxes, including GST.
The Agreement includes the Boilerplate Provisions and Interpretation Principles in Part B.
The following sections apply to the Agreement.
The parties agree to do everything required to give full effect to the Agreement.
The Agreement and any other document incorporated by reference constitute the entire legal agreement. The parties agree that they have not relied on any representation or statements outside the terms of the Agreement.
The Agreement may be executed or entered electronically.
The documents constituting the Agreement may be executed in multiple counterparts. The counterparts will be read as one legal document.
No right or obligation under the Agreement will be waived unless the waiver is explicitly waived in writing.
Any unenforceable or invalid term of the Agreement will only be severed to the extent of the unenforceability or invalidity without affecting any other term in the Agreement.
The Agreement is binding on each party’s successors and permitted assigns.
The parties will cover their own expenses in preparing the Agreement documents.
In this Agreement, unless the context requires otherwise:
Account means a user account created to access or use the Software (including DLL, VM, VISS and SmileGeni), whether created by the Customer, a user on the Customer’s behalf, or by AORTA at the Customer’s request.
ADA means the Australian Dental Association.
AHPRA means the Australian Health Practitioner Regulation Agency.
Agreement means this agreement (including all schedules, annexures and documents incorporated by reference), as varied in accordance with its terms.
AORTA or Supplier means AORTA Australia Pty Ltd (ABN 42 605 087 849).
ATO GIC Rate means the General Interest Charge rate published by the Australian Taxation Office from time to time.
Background IP (also called Pre-Existing IP) means all Intellectual Property Rights owned or controlled by a party before the Commencement Date or developed independently of this Agreement.
Business Day means a day on which banks are open for business in Melbourne, Victoria, excluding Saturdays, Sundays and public holidays.
Commencement Date means 1 September 2025, or if different, the date on which the Customer first accepts or uses the Services as contemplated in clause 1.2.
Confidential Information means all information of or about a party (including the confidentiality subject described in clause 8) that is by its nature confidential, is designated as confidential, or which a reasonable person would consider confidential, including business, technical, financial, customer, patient, pricing, software, algorithms, documentation and trade secret information, but not information that is or becomes public other than through breach of this Agreement, is independently developed without use of the other party’s information, or is rightfully received from a third party without confidentiality obligations.
Confidentiality Exception means the circumstances in which disclosure or use of Confidential Information is permitted under this Agreement, including disclosures: (a) to professional advisers on a need-to-know basis; (b) required by law, court order or a government agency (after advance notice where legally permitted); or (c) for the purpose of enforcing this Agreement.
Confidentiality Period means the period commencing on the Commencement Date and continuing until the later of: (a) three (3) years after termination or expiry of this Agreement; or (b) for information that is a trade secret, for so long as it remains a trade secret.
Consequential Loss means loss that does not arise naturally according to the usual course of things, including loss of profit, revenue, goodwill, business opportunities or data, and any indirect or special loss.
Customer means practice and/or clinicians who are AHPRA registered. Where more than one entity comprises the Customer, their liability is joint and several.
Customer Materials means all materials, data, information, records and content provided by or on behalf of the Customer to AORTA for the purposes of this Agreement, including any Personal Information.
Deliverables means the outputs (if any) expressly identified as deliverables in an order, quotation, schedule or written scope agreed by the parties.
Developed IP (also referred to as New IP in clause 13.5) means all Intellectual Property Rights created, developed or produced by or on behalf of AORTA in the course of providing the Goods or Services under this Agreement.
DLL means the Dental Lab Link online ordering portal operated by AORTA.
Fees means the fees and charges payable by the Customer to the Supplier for the Goods and/or Services, as set out in Schedule 1, the DLL portal at the time of order, a quotation or proposal accepted by the Customer, or otherwise agreed in writing between authorised representatives.
Goods means any goods or products supplied by the Supplier under this Agreement, including dental laboratory products.
GST has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Indemnifier means the party providing an indemnity in favour of the other party under this Agreement (and Indemnified Party means the party receiving the benefit of that indemnity).
Information means data, content, documentation, training materials, guidance, case discussion notes, reports and other non-software outputs or advice, whether provided through the Services or otherwise under this Agreement.
Intellectual Property Rights or IP means all present and future rights throughout the world in relation to copyright, inventions, patents, designs, trademarks, circuit layouts, domain names, trade secrets, know-how and all other results of intellectual activity, whether registrable or not, and any applications for, and rights to apply for, registration of such rights.
Licence Exception means any express limitation or carves-out stated in the Agreement that restricts the scope of a licence otherwise granted.
Licence Purpose means the permitted purpose specified for a licence in this Agreement, including the Customer’s internal professional use in connection with receiving AORTA’s Services and communicating with patients.
Licence Subject means the IP, materials or other subject matter to which a licence under this Agreement applies.
Limited Licence means the limited, revocable, non-exclusive, non-transferable and non-sublicensable licence granted to Dentist Users under clause 12.1.
Limitation Exception means any express carve-out to the limitation of liability stated in this Agreement (including indemnities and non-excludable consumer guarantees).
Limitation Subject means the subject matter to which the limitation of liability applies, as described in clause 14 and its subclauses.
Limiting Party means the party in whose favour a limitation of liability applies under this Agreement (and Limited Party means the counterparty against whom the limitation is asserted).
Moral Rights has the meaning given in the Copyright Act 1968 (Cth), including rights of attribution, against false attribution and integrity of authorship.
Patient means an end patient of the Customer or other dental practitioner who interacts with the Software for the limited purposes described in clause 12.3.
Personal Information has the meaning given in the Privacy Act 1988 (Cth).
Privacy Law means all applicable privacy, data protection and health records laws, regulations and binding guidelines in Australia, including the Privacy Act 1988 (Cth), the Australian Privacy Principles and any applicable State or Territory health records legislation.
Report means any report prepared for or by a health professional and made available to a Patient via the Software.
Related Agreement means any other written agreement between the parties that is expressly stated to be related to this Agreement, including product-specific terms or subscription terms referenced in an order or schedule.
Restricted Licence means the licence specified in clause 13.5 permitting use of New IP and Background IP on the restricted terms stated (including territory, period and purpose).
Services means the services supplied by AORTA under this Agreement, which may include education, training, consultancy, diagnostic treatment planning & software support, laboratory services, digital dentistry solutions, software access and related support, as further described in clause 2 and any agreed scope.
Schedule means a schedule attached to this Agreement (including Schedule 1: Fees and any other schedules incorporated by reference).
Sensitive Information has the meaning given in the Privacy Act 1988 (Cth).
Software means AORTA’s software and digital platforms and services, including the online education portal and library, Dental Lab Link (DLL), Virtual Mentorship (VM), SmileGeni 2D, SmileGeni 3D, VISS and any related tools, interfaces, algorithms, models (including AI models) and documentation, but excluding Third Party Information and third-party apps or websites.
Third Party Information means information, links, content, apps or websites provided by third parties and referenced or accessible through the Software.
User means any individual who accesses the Software under or through the Customer’s Account, including Dentist Users and Patients.
VISS (SmileGeni) means any visualisation or imaging support service or tool made available by AORTA as part of the Software.
Virtual Mentorship or VM means AORTA’s services delivered through digital channels as described in clause 4.
Web Services means AORTA’s web-based services, sites and digital platforms through which the Software or Services are accessed.
Executed as an Agreement
Customer Sign
When agreeing to this document online
___________________________________________
Customer Signature
When agreeing to this document online
___________________________________________
Customer Authorized Name
Date of agreeing digitally received via email to AORTA
___________________________________________
Date
Supplier Sign
___________________________________________
Supplier Signature
Kerry Zarb – General Manager
___________________________________________
Supplier Authorized Name
18/08/2025 and ongoing
___________________________________________
Date
Schedule 1
Details of all current fees, charges, and applicable fees are set out in Schedule 1, as amended or replaced from time to time by the Supplier with notice to the Customer. Schedule 1 is incorporated into and forms part of this Agreement.
Available upon request if not already supplied.
Sign Off on this Agreement
By completing this form, you have read the entire document, understand and agree to the conditions above.
