Legal

1.1 PracticeProof is a trading name of [owner's full legal name], a self-employed trader (trabalhador independente) registered in Portugal with tax number (NIF) [number], business address [address], Portugal ("we", "us", "our"). We trade as a sole trader, not as a company. You can contact us at [support email]. Our VAT position is described in clause 5.1.

1.1A We may later move the business to a Portuguese limited company (sociedade por quotas, Lda) that we control. If we do, clause 16.2 applies and we will tell you the company's details before the transfer.

1.2 These terms apply between us and the practice, company, partnership or sole trader that creates an account ("you", "the Customer"). The person who accepts these terms confirms that they have authority to bind the Customer.

1.3 PracticeProof is for business use only. By accepting these terms you confirm that you are acting for the purposes of your trade, business or profession and not as a consumer.

1.4 The contract is made up of these terms, the Data Processing Agreement (which forms part of these terms), the Referral Programme Terms where you take part, and any quote you accept for Consultant Review. If there is a conflict, the Data Processing Agreement prevails on data protection, then these terms, then the other documents.

1.5 The contract starts when you accept these terms during sign-up ("Start Date").

In these terms:

• Account: your PracticeProof account and the user logins created under it.
• AI Output: drafts, comparisons, answers, checks and other content generated by the Service using artificial intelligence.
• Authorised Users: your employees, partners and contractors whom you allow to use the Service.
• Consultant Review: the optional review of documents by a compliance consultant described in clause 7.
• Customer Content: documents, data and information that you or your Authorised Users upload or enter, and documents generated for you once approved by you.
• CQC: the Care Quality Commission.
• Fees: the subscription fees and any Consultant Review fees.
• Service: the PracticeProof online service, including the website, the AI agent, templates, reminders, reports and support.
• Subscription Period: each monthly or yearly billing period.

3.1 We grant you a non-exclusive, non-transferable right for your Authorised Users to use the Service during the Subscription Period for the internal purposes of the practice named in your Account.

3.2 A subscription covers one practice location. Each additional location needs its own subscription [discount for additional locations to confirm].

3.3 We will provide the Service with reasonable skill and care. We aim to make it available at all times but do not guarantee uninterrupted or error-free operation. We may suspend the Service for planned maintenance, giving notice where reasonably possible, or without notice in an emergency.

3.4 We may change and improve the Service. We will not make a change that materially reduces its core functions during a paid Subscription Period without giving you at least 30 days' notice and the right to cancel with a pro-rata refund of any prepaid Fees.

3.5 The Service includes sources from public guidance (for example CQC guidance, NHS England HTMs and HSE guidance). We check these sources regularly [weekly], but guidance can change at any time and we cannot guarantee that every change is reflected immediately.

3.6 Fair use. The subscription includes reasonable use of the AI features for one practice. We do not set hard limits. As a guide, most practices send fewer than 100 pages a month for the agent to read, and the fair use level is [200] pages a month, after an onboarding allowance of [750] pages in the first 30 days. Files longer than [60] pages, such as equipment manuals, are stored in full but read in sections. If your use is well above the fair use level, we may process new files in a slower queue (within 24 hours), and we will contact you to discuss duplicates, a one-off project or a plan that fits your use [larger plan to be confirmed]. We will never delete or withhold your documents because of fair use.

4.1 You remain responsible for compliance. The registered provider and registered manager of your practice remain responsible for meeting the Health and Social Care Act 2008 (Regulated Activities) Regulations 2014 and all other legal and regulatory requirements. PracticeProof is a tool to help you organise evidence. It does not take over any of those duties.

4.2 Not legal or clinical advice. The Service, including AI Output and templates, is general information. It is not legal, clinical, health and safety or professional advice, and it is not a substitute for advice from a suitably qualified person.

4.3 AI Output must be reviewed. AI Output is generated automatically and may be incomplete, out of date or wrong. Nothing is added to your register until an Authorised User approves it. Before you approve or rely on any document, you must check it, adapt it to your practice and, where appropriate, have it checked by a competent person.

4.4 No guarantee of inspection outcome. Coverage figures, mock inspections and evidence packs show your own evidence. They are not a CQC rating, a prediction of one, or a guarantee of any inspection outcome. We are independent of, and not endorsed by, the CQC.

4.5 No patient data. You must not upload patient records, clinical notes or any other information about patients. If patient data is uploaded by mistake, you must delete it and tell us, and we will help you remove it.

4.6 You must:

• (a) make sure the information you enter is accurate and kept up to date;
• (b) have a lawful basis and give any required privacy information to your staff and contractors before uploading their personal data;
• (c) keep login details secure, use two-step verification where we offer it, and tell us promptly about any unauthorised use;
• (d) make sure your Authorised Users comply with these terms. You are responsible for their acts and omissions.

4.7 You must not: copy, resell or provide the Service to third parties; attempt to reverse engineer it except as allowed by law; use it to build a competing product; upload malware or unlawful material; or interfere with its security or other customers' use.

5.1 The subscription fee is £89 per month per practice, or £[890] per year if you choose yearly billing, unless a different price is agreed in writing. Fees are charged in pounds sterling and do not include VAT. We supply the Service from Portugal to business customers in the United Kingdom, so we do not charge Portuguese VAT, and any UK VAT due is accounted for by you under the reverse charge where it applies [accountant to confirm, including for practices that are not VAT-registered]. If this changes and we must add VAT, we will give you at least 30 days' notice before it appears on an invoice.

5.2 Fees are payable in advance at the start of each Subscription Period by card or direct debit through our payment provider. You authorise us to take recurring payments until the subscription ends.

5.3 Your subscription renews automatically at the end of each Subscription Period until cancelled under clause 13.

5.4 We may change the subscription fee by giving at least 30 days' notice. The new fee applies from the start of the next Subscription Period after the notice ends. If you do not accept it, you may cancel before it takes effect.

5.5 If a payment fails, we will tell you and retry. If it remains unpaid 14 days after our notice, we may suspend access until payment is made. You can still export your Customer Content during suspension [to confirm].

5.6 We may charge interest on overdue sums under the Late Payment of Commercial Debts (Interest) Act 1998 [lawyer: keep only if English law governs].

5.7 Except as these terms state, including the money-back guarantee in clause 6.3 and the refunds in clauses 13.6 and 13.7, Fees are non-refundable and there are no refunds for partly used Subscription Periods.

5.8 Free months and credits under the Referral Programme are applied as described in the Referral Programme Terms.

6.1 If we offer a free period, it is subject to the terms of that offer. Unless the offer says otherwise, the paid subscription starts automatically when the free period ends unless you cancel before then.

6.2 New practice offer. A practice subscribing for the first time saves £120 in its first year. On the monthly plan, it pays £49 a month for its first 3 monthly payments, and the full monthly fee applies automatically after that unless the subscription is cancelled. On the yearly plan, it pays £770 for its first year, and the full yearly fee applies at renewal. A practice on the monthly plan can switch to the yearly plan only after its 3 discounted monthly payments, and it then pays the full yearly fee; the offer is not given a second time. Free months earned under the Referral Programme are applied only after the 3 discounted monthly payments. Apart from free months under the Referral Programme, there are no free trial periods.

6.3 Money-back guarantee. You do not need to give a reason. On the monthly plan, if you cancel within 30 days of your first payment, we refund that first payment in full. On the yearly plan, if you cancel within 60 days of your first yearly payment, we refund it in full. Refunds go back to the original payment method, normally within 5 to 10 working days. After a refund, your access ends and you can export your documents for 30 days under clause 13.5.

6.4 The new practice offer and the money-back guarantee apply once per practice. They do not apply if the same practice, or a practice under the same ownership, has had a PracticeProof subscription before.

6.5 Offers cannot be combined. A practice referred under the Referral Programme or by a Partner receives the new practice offer in clause 6.2 and no other discount. Different terms may apply to pilot practices under a separate written offer.

7.1 You may ask for documents to be reviewed by a compliance consultant. Before any work starts, we will send you a quote with the estimated time and price. Estimates shown in the Service before a quote are a guide only.

7.2 Work starts only after you accept the quote. You can withdraw a request at no charge until you accept it.

7.3 Who carries out the review. Consultant Review is carried out by an independent compliance consultant whom we engage as our subcontractor. The consultant is not our employee. We show you the consultant's name and relevant experience before you accept a quote.

7.4 Your contract is with us. When you accept a quote, the Consultant Review becomes part of your contract with us under these terms. You do not enter into a separate contract with the consultant. The accepted quote, showing the documents to be reviewed, the price and the expected return date, is kept in your Account.

7.5 Our responsibility. We will make sure the review is carried out with reasonable skill and care by a suitably experienced consultant. Our liability for Consultant Review is subject to clause 12 [lawyer to confirm, and check that our professional indemnity insurance covers subcontracted reviews].

7.6 How we choose consultants. We only use consultants who have relevant dental compliance experience, hold professional indemnity insurance of at least £[amount] [to confirm], and have signed a written subcontract with us that includes confidentiality and data protection terms.

7.7 What a review is. A review is a check of the documents you send against the guidance the consultant considers relevant. It does not certify compliance or guarantee any inspection outcome. You remain responsible under clause 4 for deciding whether to adopt any recommendation.

7.8 Payment. You pay us the quoted price when you accept the quote, by the payment method on your Account, and we invoice it to you. We pay the consultant ourselves. If the work needs more time than quoted, we will ask you before it is done, and any extra time is quoted and paid in the same way. If you cancel before the consultant starts work, you receive a full refund.

7.9 Requests without a quote. We aim to send a quote within [2] working days. If we cannot offer a review within 7 days, the request expires, the documents return to your list and nothing is charged.

7.10 Quote validity. A quote is valid for 7 days. We remind you on the third and sixth day. If you do not accept it within 7 days, it expires and nothing is charged.

7.11 We may later offer reviews from consultants who contract with you directly. If we do, we will update these terms under clause 14 first.

8.1 You own your Customer Content. You grant us a licence to host, copy, process and display it only as needed to provide, secure and support the Service and to comply with law.

8.2 We, or our licensors, own all rights in the Service, including the software, templates, base text and design. Templates and base text remain ours even when included in your documents.

8.3 Once you approve a document in the Service, we grant you a perpetual, royalty-free licence to use, copy and adapt it, including our template text within it, for the internal purposes of your practice. This licence continues after the contract ends.

8.4 We do not use Customer Content to train artificial intelligence models, and we require our AI providers not to do so.

8.5 We may use anonymised and aggregated information about use of the Service, which does not identify you, any individual or your documents, to operate and improve the Service.

8.6 If you send us suggestions or feedback, we may use them without obligation to you.

9.1 For personal data in Customer Content, you are the controller and we are your processor. The Data Processing Agreement applies.

9.2 For personal data we collect to manage your Account, billing, support and marketing, we are controller. Our Privacy Notice explains how we use it.

10.1 Each party will keep the other's confidential information confidential and use it only to perform the contract. This does not apply to information that is public through no fault of the recipient, already known to it, independently developed, or that must be disclosed by law or a regulator.

10.2 Customer Content is your confidential information.

11.1 The Service uses third-party providers, including hosting, AI model, email and payment providers, listed in the Data Processing Agreement. Links to third-party websites, such as CQC or legislation.gov.uk, are for convenience. We are not responsible for their content.

12.1 Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.

12.2 Subject to clause 12.1, we are not liable, whether in contract, tort (including negligence) or otherwise, for:

• (a) loss of profits, revenue, business, goodwill or anticipated savings;
• (b) any indirect or consequential loss;
• (c) any CQC rating, inspection finding, enforcement action, fine or other regulatory outcome, or any loss arising from it, except to the extent caused by our breach of clause 3.3 or 7.5;
• (d) loss arising from a document that you approved or relied on without carrying out the checks required by clause 4.3;
• (e) loss of or damage to data, except that we will use reasonable efforts to restore lost Customer Content from our most recent backup.

12.3 Subject to clauses 12.1 and 12.2, our total liability arising out of or in connection with the contract in each period of 12 months from the Start Date is limited to the greater of the total Fees paid by you in the 12 months before the event giving rise to the claim and £[1,000].

12.4 Except as expressly stated in these terms, all warranties and conditions implied by statute or common law are excluded to the fullest extent permitted by law.

12.5 You agree that the limits in this clause are reasonable given the price of the Service, its nature as an organising tool, and your duty to review all documents before approval.

13.1 The contract continues until ended under this clause. There is no minimum term for monthly subscriptions.

13.2 You can cancel at any time in Settings, Plan and billing. Cancellation takes effect at the end of the current Subscription Period, and you keep access until then. You can resume before that date.

13.3 We may end the contract by giving you at least 60 days' notice. If we are closing the Service, clause 13.6 applies instead.

13.4 Either party may end the contract immediately by written notice if the other: commits a material breach which, if remediable, is not remedied within 14 days of notice; or becomes insolvent, enters administration or liquidation, or ceases to trade.

13.5 When the contract ends:

• (a) your right to use the Service ends;
• (b) you can export your documents, register and evidence packs for 30 days (60 days if the contract ends under clause 13.6 or 13.7);
• (c) after that, we will delete Customer Content as described in the Data Processing Agreement, and we may do so sooner once the export period has ended;
• (d) we may keep invoices, accounting records and other information that the law requires us to keep, as described in our Privacy Notice;
• (e) clauses that by their nature should survive, including clauses 8.3, 10, 12, 13.8 and 16, continue.

13.6 Closing the Service. We may decide to close the Service, or the part of it you use. If we do:

• (a) we will give you at least 90 days' notice by email and in the Service, and the contract ends on the date stated in the notice (the “Closure Date”);
• (b) we will not charge you for any period that ends after the Closure Date, and we will refund the Fees you have paid for any period after the Closure Date, calculated by the day, within 30 days after the Closure Date, to the payment method you used;
• (c) a Consultant Review you have paid for will be returned to you before the Closure Date or refunded in full;
• (d) free months and credits under the Referral Programme end on the Closure Date and have no cash value; and
• (e) we will confirm to you by email when your Customer Content has been deleted.

13.7 If we stop trading suddenly. If we stop providing the Service without giving the notice in clause 13.6, for example because of insolvency, serious illness or the death of the owner, the contract ends on the date the Service stops. We, or any person entitled to deal with our affairs (including the owner's estate), will use reasonable efforts to refund prepaid Fees for the period after that date, to the extent funds are available, and to let you export your Customer Content for as long as the Service remains available [lawyer to confirm how this works for a Portuguese sole trader on insolvency or death].

13.8 Your own records. You remain responsible for keeping the records your practice is required to keep, including under CQC and NHS record-keeping rules. We recommend that you export your documents and evidence packs regularly using the export function in the Service. After the export period in clause 13.5, we have no obligation to keep Customer Content.

14.1 We may update these terms. We will give you at least 30 days' notice of any change that materially affects you, by email and in the Service. If you do not agree, you may cancel before the change takes effect. Changes required by law or for security may take effect sooner.

15.1 Neither party is liable for delay or failure caused by events beyond its reasonable control, such as failure of a utility or internet provider, cyber attack despite reasonable security, or action by a government. Payment obligations are not suspended. If such an event lasts more than 30 days, either party may end the contract by notice.

16.1 Notices. We send notices to the email address of your Account owner. You send notices to [legal email]. Email notices are received when sent, unless a delivery failure message is received.

16.2 Assignment. You may not transfer the contract without our consent. We may transfer it to a successor to our business, including a company we control such as a Portuguese Lda formed to run PracticeProof, provided we give you at least 30 days' notice, your rights are not reduced and the successor accepts the Data Processing Agreement. If you do not agree, you may cancel before the transfer and receive a refund of prepaid Fees for the unused period.

16.3 Subcontracting. We may use subcontractors and remain responsible for their performance.

16.4 Entire agreement. The contract is the entire agreement between us about its subject matter. Neither party relies on any statement not set out in it. This does not limit liability for fraud.

16.5 Third parties. No one else has a right to enforce the contract under the Contracts (Rights of Third Parties) Act 1999 [lawyer: adjust if Portuguese law governs].

16.6 Waiver and severance. A delay in enforcing a right is not a waiver. If any part of the contract is found unenforceable, the rest remains in force.

16.7 Complaints. If you are unhappy with the Service, contact [support email]. We aim to respond within [5] working days.

16.8 Governing law and jurisdiction. The contract and any dispute arising from it, including non-contractual disputes, are governed by the law of England and Wales. 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]