Legal

1.1 Partners must be businesses or self-employed individuals that work with dental practices, for example dental engineers, compliance consultants, accountants and trainers. Dental practices that recommend PracticeProof use the Referral Programme instead.

1.2 We may accept or decline any application, and may ask for evidence of identity and business details.

1.3 Consultants listed on PracticeProof may join as Partners from their consultant account. Clause 9 sets out extra rules for them.

2.1 The Partner is independent. It is not our employee, agent or partner in law, and has no authority to make promises, accept orders or sign anything on our behalf.

2.2 The appointment is non-exclusive. We may work with other partners in any area, and the Partner may promote other products.

3.1 A referral counts when a dental practice in England that has never had a PracticeProof account signs up using the Partner's link or code and pays its first invoice.

3.2 If a practice signs up within [60] days of first using the Partner's link, or enters the Partner's code at sign-up, it is attributed to that Partner. If more than one partner claims a practice, the first valid link or code used wins. Our decision on attribution, made reasonably, is final.

3.3 Practices referred by a Partner receive the new practice offer in the Terms of Service (clause 6.2) and no other discount.

3.4 The Partner may not refer itself, a business it controls, or a practice already in contact with us about PracticeProof.

4.1 We pay the Partner [20]% of the subscription fees we receive from each referred practice for the first 12 months after its first paid invoice. Fees exclude VAT, refunds and credits. Consultant Review fees do not earn commission.

4.2 Commission is calculated monthly. If a payment is refunded or charged back, the related commission is deducted from future payments.

4.3 Commission is paid monthly in arrears by bank transfer or through our payment provider [method to confirm; Stripe Connect payouts from Portugal to UK partners not yet checked], once the Partner's balance is at least £[25]. The Partner must keep a verified payout account.

4.4 We issue self-billed statements to the Partner each month [self-billing agreement and VAT treatment for a Portuguese payer and a UK partner to be confirmed by an accountant]. The Partner is responsible for its own tax and, if VAT-registered, tells us so that statements can show VAT.

4.5 We may change the commission rate by giving at least 30 days' notice. Changes do not affect commission on practices referred before the change takes effect.

5.1 The Partner must describe PracticeProof accurately and must not say or imply that PracticeProof guarantees any CQC outcome, is endorsed by the CQC, or replaces the practice's own responsibility for compliance.

5.2 Disclosure. The Partner must tell each practice it refers that it receives a commission from PracticeProof. Suggested wording is provided in the partner portal.

5.3 The Partner must follow the CAP Code and PECR. It must not send unsolicited marketing emails or texts to individuals or sole traders without consent, bid on our brand in paid search, or create websites or social accounts that look like ours.

5.4 We grant the Partner a non-exclusive, revocable licence to use our name, logo and materials from the partner portal, only to promote PracticeProof and in line with our brand guidelines.

6.1 The Partner must comply with the Bribery Act 2010 and any other anti-bribery law that applies. It must not offer or give any payment, gift or other benefit to a practice's staff to persuade the practice to sign up. Commission is paid only to the Partner, never passed on to individuals at a referred practice.

7.1 Each party is a separate controller of the personal data it handles under these terms.

7.2 When the Partner uses the invitation feature, it confirms that it has a business relationship with the recipient and a lawful basis to share their work email address. We send one invitation and one reminder at most.

7.3 We share with the Partner only the referred practice's name, its sign-up date, whether it is paying, and the commission earned. We never share a practice's documents, staff data or compliance status. Our Privacy Notice tells practices about this.

7.4 Each party keeps the other's confidential information confidential.

8.1 Either party may end these terms on 30 days' notice. We may end them immediately if the Partner breaches clauses 5, 6 or 7.

8.2 After termination, we keep paying commission on practices referred before termination for the rest of their 12-month period, unless we ended the terms for the Partner's breach.

8.3 If we close the Service, we stop paying commission after the Closure Date under the Terms of Service, but we still pay commission on payments we received before that date.

9.1 A consultant who is also a Partner must keep the two roles separate. Its reviews must never depend on, or be influenced by, whether a practice is or becomes a referral.

9.2 The consultant must make the disclosure in clause 5.2 to every practice it refers, including practices it has reviewed for.

9.3 Payment for reviews is governed by the consultant's subcontract with us. Commission is shown separately on the monthly statement.

10.1 Our total liability to the Partner under these terms is limited to the commission paid or payable in the 12 months before the claim. Neither party is liable for indirect loss or loss of profit. Nothing limits liability that cannot be limited by law.

10.2 We may change these terms on 30 days' notice. The Partner may end these terms if it does not agree.

10.3 These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction. [lawyer to confirm: English or Portuguese law and courts; English law is assumed because customers are in England]