Your attention is drawn to Condition 6.

These terms and conditions (these Conditions) are the terms on which DentalAir Services (UK) Limited (the Company) supplies you (the Customer) with air compressor equipment (the Equipment) and a continuous supply of medical grade air (Air) on a subscription basis (a Subscription). The Company is dealing with you as a business customer and not as a consumer. Therefore, you do not benefit from consumer rights legislation and you are not entitled to cancel your Subscription otherwise than in accordance with your Contract.

1. Subscription

   • The Customer may place an order for a subscription by submitting an online form via the Company's website (the Website) or contacting the Company via telephone or email. These Conditions shall also apply to Customers who renew existing Subscriptions. The Customer shall be responsible for ensuring that all information provided to the Company is accurate and complete. Each order constitutes an offer by the Customer to enter into a Subscription in accordance with these Conditions. The Company reserves the right to reject an order for any reason
   • A contract shall be formed between the Company and the Customer incorporating the subscription form and these Conditions (a Contract) once the Company has accepted the Customer’s request for a subscription in writing or, if earlier, upon the Company delivering the Equipment to the Customer.
   • These Conditions supersede all other terms and conditions previously used by the Company and apply to the Customer’s Subscription to the exclusion of any other terms that the Customer may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing and the Customer hereby waives all rights it may have to rely on the same.
   • Any samples, drawings, illustrations, statements, descriptions and advertising materials provided by the Company (whether on the Website, in the Company's catalogues and brochures or otherwise) are produced for the sole purpose of giving an approximate idea of the Equipment and Air supplied by the Company. Save as expressly set out in these Conditions, such literature shall not form part of the Contract nor have any contractual force.
   • The monthly subscription fee (the Subscription Fee) payable by the Customer for the Subscription shall be as quoted by on the Website during the order process (a quotation), plus VAT. A quotation for a Subscription given by the Company or displayed on the Website shall not constitute an offer. A quotation shall only be valid for the duration of your web session and will automatically reset after 120 minutes, after which time you would need to restart the order process and obtain a new quotation. Where no price has been quoted by the Company, the Subscription Fee shall be that advertised on the Website in respect of that Equipment, duration of Subscription and number of chairs in the Customer’s dental practice.
   • The duration of the Subscription shall be three years (or five years if stated on the subscription form), unless otherwise agreed by the parties in writing (the Fixed Term). The Fixed Term shall commence when the Equipment is delivered to the Customer (or, in the case of a renewal, upon the expiry of the previous subscription term). Upon expiry of the Fixed Term, the Subscription shall continue on a rolling monthly basis unless and until terminated by either party on not less than 30 days’ prior written notice (the Rolling Term). Together the Fixed Term and the Rolling Term shall be referred to in these Conditions as the Term.

2. Payment

   • The Subscription Fee shall be payable monthly in advance. Payment shall be taken automatically via Stripe using the payment details you provide via the Website during the sign-up process. You must provide at least 14 days’ prior notice of any changes to your payment details.
   • Payment for the Subscription Fee shall be taken on or around the 28th of each month unless notified otherwise in writing. In respect of the first month of your Subscription, a pro rata Subscription Fee for the first month shall be taken on the date of installation. The Subscription Fee shall be calculated as a daily rate and may vary slightly from month to month. Monthly invoices shall be available for download via the Website by logging into your account portal with secure login details.
   • Payment shall be made in full and in cleared funds (without any set-off, counterclaim, deduction or withholding). Time for payment is of the essence.
   • The Subscription Fee is exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Customer. Following the end of the Fixed Term, the Company may increase the Subscription Fee at any time on not less than 30 days’ prior written notice to the Customer.
   • Without limiting the other rights and remedies the Company may have, where the Customer fails to pay the Subscription Fee in accordance with these Conditions, or where the Company has the right to cancel a Subscription pursuant to Condition 7.2 or is otherwise concerned about the Customer's financial stability, the Company reserves the right to: (a) demand immediate payment of all outstanding amounts owed to the Company; (b) suspend the Subscription until full payment has been received; (c) enter any premises where the Equipment is stored (at any time and without notice) in order to repossess the Equipment and the Customer hereby grants (and shall procure that relevant third parties shall grant) the Company, its agents and employees, an irrevocable licence to enter such premises for this purpose; and/or (d) charge interest payable by the Customer on the overdue amount both before and after any court judgement at the rate of 8% above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount. The Customer shall pay the interest together with the overdue amount.

3. Equipment and Maintenance

   • The Company shall lease the Equipment to the Customer during the Term. The Company shall not, other than in the exercise of its rights under a Contract or applicable law, interfere with the Customer’s quiet possession of the Equipment.
   • The Company shall make all reasonable efforts to deliver and install the Equipment at the Customer’s premises on such date agreed with the Customer. A delivery date is approximate only and time is not of the essence.
   • The Customer shall procure that a duly authorised representative of the Customer shall be present for the delivery of the Equipment. Acceptance of delivery by such representative shall constitute conclusive evidence that the Customer has examined the Equipment and has found it to be in good condition, complete and fit for the purpose for which it is intended. If required by the Company, the Customer’s duly authorised representative shall sign a receipt confirming such acceptance.
   • It is agreed and acknowledged that the Equipment shall not include any pipework or other components required to connect the Equipment to the Customer’s dentistry equipment or to distribute Air throughout the Customer’s premises. Such pipework must be correctly installed and functioning prior to the installation of the Equipment. If required, the Company would be able to install relevant pipework, subject to additional payment and a separate contract.
   • To facilitate delivery and installation, the Customer shall at its sole expense provide all requisite materials, facilities (including, without limitation, the pipework referred to in Condition 3.4 above), access and suitable working conditions and an installation site approved by the Company to enable delivery and installation to be carried out safely and expeditiously.
   • If the Customer fails to accept delivery of the Equipment, then, except where such failure is caused by the Company’s failure to comply with its obligations under the Contract: (a) the Equipment shall be deemed to have been delivered at 9.00 am on the date of attempted delivery; and (b) the Company shall store the Equipment until actual delivery takes place, and charge the Customer for all related costs and expenses (including, without limitation, insurance).
   • The Company warrants that on delivery, the Equipment shall: (a) substantially conform in all material respects with its specification (as made available to the Customer upon request); and (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for the purpose of supplying Air to the Customer’s patients. The Company further warrants that during the Term the Company shall ensure a continuous supply of Air to the Customer’s premises via the Equipment.
   • During the Term, the Company shall maintain the Equipment and promptly remedy any defects which affect the supply of Air to the premises, provided that: (a) the Customer notifies the Company of any defect immediately upon becoming aware of the same; (b) the Company is provided with full access to the installed Equipment to investigate and remedy the defect; (c) the Customer does not make any further use of the Equipment until the Company has carried out the required maintenance work; and (d) the Customer does not repair or attempt to repair any defect without the Company’s prior written consent.
   • The Company shall undertake the maintenance and remedial work referred to in Condition 3.8 above at the Company’s cost, unless: (a) the defect materialised as a result of misuse, neglect, alteration, mishandling or unauthorised manipulation by any person other than the Company’s authorised personnel; (b) the defect arose due to any act of God, fire, flood, earthquake or other natural disaster, malicious or accidental damage, collapse of buildings, explosion, war, armed conflict or terrorist attack; (c) the defect arose out of any information, design or any other assistance supplied or furnished by the Customer or on its behalf; (d) the defect arose as a result of any faulty or unsuitable pipework which connects to the Equipment and which the Company did not install; and/or (h) the Customer has not complied in full with Conditions 3.8 and/or 4. The Company shall invoice the Customer for any maintenance work undertaken which shall be payable by the Customer within seven days (via such payment method as the Company may direct).
   • The Company shall be entitled, in its sole discretion, to substitute alternative equipment of a similar type and condition in lieu or repairing the Equipment, which shall be at the Customer’s cost if the Customer is liable to pay for repairs in accordance with Condition 3.9.
   • The Company shall use reasonable endeavours undertake the necessary maintenance work required pursuant to Condition 3.8: (a) the same day in respect of any defects notified to the Company prior to 12 noon on a UK weekday (other than a bank holiday or other non-working day); and (b) the following UK working weekday in respect of any defects notified to the Company after 12 noon.

4. Customer’s Obligations

   • During the Term, the Customer shall: (a) be responsible for the safekeeping of the Equipment; (b) not move or attempt to move the Equipment from the site of installation at any time without the Company’s prior written consent; (c) only use the Equipment in the manner directed by the Company and for the purpose of distributing Air throughout the Customer’s premises at which the Equipment is located; (d) not tamper with, alter or repair the Equipment or use it in any manner which is likely to result in undue deterioration without the Company’s prior written consent; (e) follow any oral or written instructions issued by the Company as to the storage, use and preservation of the Equipment; (f) take such steps (including, without limitation, compliance with safety instructions) as may be necessary to ensure that the Equipment is at all times safe and without risk to health when being used; (g) provide the Company with access to the Equipment during normal business hours upon reasonable request to inspect the Equipment and/or carry out maintenance works; (h) not remove, deface or obscure any identifying mark or packaging on or relating to the Equipment; (i) not, without the prior written consent of the Company, part with control of (including, without limitation, for the purposes of repair or maintenance), sell or offer for sale, sublet, rent or lend the Equipment or otherwise part possession with it in any way or allow the creation of any mortgage, charge, lien or other security interest in respect of it; (j) not suffer or permit the Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Equipment is so confiscated, seized or taken, the Customer shall notify the Company and the Customer shall at its sole expense use its best endeavours to procure an immediate release of the Equipment and shall indemnify the Company on demand against all claims, losses, costs, charges, damages and expenses incurred as a result of such confiscation; (k) not permit any third party to operate, use, tamper with, alter or repair the Equipment without the Company’s prior written consent; and (l) not do or permit to be done anything which could invalidate the insurances referred to in Condition 5.2.
   • The Customer acknowledges and agrees that the Company shall not be responsible for any loss of or damage to the Equipment arising out of or in connection with any negligence, misuse, mishandling of the Equipment or otherwise caused by the Customer or its officers, employees, agents and contractors. The Customer hereby indemnifies and shall keep the Company, its officers and personnel indemnified on demand from and against all claims, liabilities, fines, penalties, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) relating to damage to property and/or personal injury or death suffered or incurred by or awarded against the Company, its officers and/or personnel arising out of, or in connection with any breach of the Contract by or on behalf of the Customer.
   • If at any time during the Term, the Customer wishes to extend the supply of Air to an additional number of chairs, the Customer shall notify the Company and request a quotation for an upgrade to the Equipment. Such quotation, if issued, shall be valid for 24 hours. If the Customer wishes to proceed with the upgrade, the parties shall agree a mutually acceptable installation date and thereafter, the Subscription Fee shall be increased accordingly for the remainder of the Term.
   • If at any time during the Term, the Customer intends to move premises, the Customer shall notify the Company at least 30 days in advance. The Company shall invoice the Customer for the Equipment removal and re-installation work, which the Customer shall be liable to pay within seven days (via such payment method as the Company may direct).

5. Title, Insurance and Risk

   • The Equipment shall at all times remain the property of the Company, and the Customer shall have no right, title or interest in or to the Equipment (save the right to possession and use of the Equipment in accordance with the Contract).
   • The risk of loss, theft, damage or destruction of the Equipment shall pass to the Customer on delivery. The Equipment shall remain at the sole risk of the Customer during the Term and any further term during which the Equipment is in the possession, custody or control of the Customer (Risk Period) until such time as the Equipment is redelivered to the Company. During the Term and the Risk Period, the Customer shall, at its own expense, obtain and maintain the following insurances: (a) comprehensive insurance of the Equipment to a value not less than its full new replacement value (not less than £5,000 per unit) against all usual risks of loss, damage or destruction by fire, theft or accident and such other risks as the Company may from time to time direct; (b) insurance for the Equipment’s full new replacement value to cover any third party or public liability risks of whatever nature and however arising in connection with the Equipment; and (c) insurance against such other or further risks relating to the Equipment as may be required by law, together with such other insurance as the Company may from time to time consider reasonably necessary and advise to the Customer. The terms of such insurance policies shall be subject to the Company’s prior written consent.
   • All insurance policies procured by the Customer shall be endorsed to provide the Company with at least 20 business days’ prior written notice of cancellation or material change (including, without limitation, any reduction in coverage or policy amount) and shall name the Company on the policies as a loss payee in relation to any claim relating to the Equipment. The Customer shall be responsible for paying any deductibles due on any claims under such insurance policies. The Customer shall, at any time upon request, promptly supply copies of the relevant insurance policies and proof of premium payment to the Company.
   • If the Customer fails to effect or maintain any of the insurances required under the Contract, the Company shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from the Customer.
   • The Customer shall not agree any settlement with an insurer in respect of the Equipment without the Company’s prior written consent. The Customer hereby appoints the Company as its agent to receive any monies receivable under any insurance policies in respect of the Equipment.

6. Liability

   • Nothing in these Conditions shall limit or exclude the Company's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or (d) any liability if and to the extent that it is not permissible in law for such liability to be limited or excluded.
   • Subject to Condition 6.1: (a) the Company shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with a Contract; and (b) the Company's total aggregate liability to the Customer in respect of all other losses arising under or in connection with a Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total Subscription Fee actually paid to the Company during the previous year.
   • Except as provided in Conditions 3.8 and 3.9, the Company shall have no liability to the Customer in respect of non-compliance with the warranty set out in Condition 3.7. In no case shall the Company be liable to the Customer for any resultant or consequential loss, damage or inconvenience or inability to use the Equipment due to the Company undertaking routine maintenance and/or emergency remedial works in accordance with Condition 3. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are excluded to the fullest extent permitted by law.
   • The Company shall not be in breach of Contract nor liable for delay in performing, or failure to perform, any of its obligations if such delay or failure is due to any circumstance beyond the Company’s reasonable control, including, but not limited to, Acts of God, flood, fire, explosion or accident, epidemic or pandemic, war, civil unrest, riot, terrorist attack, malicious damage, collapse of buildings, breakdown of plant or machinery, governmental action or intervention (including a lockdown or import/export restrictions), compliance with applicable law, interruption or failure of a utility service or transport network, strike, lock-out, shortage of supply or the acts or omissions of the Customer.

7. Termination

   • Without prejudice to any other rights or remedies of the Company, the Company may terminate a Contract immediately, without liability, upon written notice if the Customer: (a) commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; (b) fails to pay any sum within seven days of it becoming due (whether demanded or not); (c) becomes insolvent or bankrupt or enters into receivership, administration, liquidation or a composition, compromise or an arrangement to reschedule or restructure its indebtedness, suspends or ceases, or threatens to suspend or cease, carrying on its business (or any part of it) or payment of its debts or is unable to pay its debts as they fall due, a resolution is made in connection with the winding up or dissolution of the Customer, the Customer obtains a moratorium, the Customer has an administrator, receiver, liquidator or manager appointed over the whole, or a substantial part, of its undertaking or assets, or any steps are taken in preparation for the foregoing (whether voluntarily or otherwise); or any similar event occurs in any jurisdiction to which the Customer is subject.
   • Upon termination or expiry of a Contract: (a) all outstanding Subscription Fees and any invoices submitted by the Company shall become immediately due and payable by the Customer, together with any applicable interest; (b) the Customer shall further immediately pay to the Company the Subscription Fees for all remaining months in the Fixed Term (if any); (c) the Customer shall (and shall procure that its personnel shall) immediately cease using the Equipment; (d) at the Company’s option, the Customer shall immediately deliver up the Equipment to the Company or arrange for collection at the Company’s convenience; (e) the Customer shall permit the Company to enter any premises where the Equipment is stored (at any time and without notice) in order to repossess the Equipment and hereby grants (and shall procure that relevant third parties shall grant) the Company, its agents and employees, an irrevocable licence to enter such premises for this purpose; (f) the Equipment shall be returned in the same condition as upon installation (save for fair wear and tear); (g) until the Equipment is fully returned to the Company, the Customer shall continue to comply with its obligations in respect of the Equipment under Conditions 4 and 5; (h) provisions which expressly or by implication survive termination or expiry shall continue in full force and effect; and (i) the parties' rights, remedies, obligations or liabilities that have accrued as at the date of termination or expiry shall remain unaffected.

8. General

   • Nothing in these Conditions shall constitute the creation, establishment or relationship of partnership, joint venture or employer and employee.
   • The Customer acknowledges and agrees that any personal data provided to the Company in connection with a Subscription shall be used by the Company for the purpose of fulfilling its obligations under the Contract (including the supply of Equipment and Air and processing of invoices and payments).
   • The Customer agrees and acknowledges that all intellectual property rights subsisting in and/or relating to the Equipment and/or the Company's business vest in and shall be owned and remain at all times absolutely and unconditionally owned by the Company. Any use of the Company's intellectual property rights by the Customer is subject to the prior written permission of the Company.
   • If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any such modification to or deletion of a provision or part-provision shall not affect the remainder of these Conditions.
   • No failure or delay by a party to exercise (or fully exercise) any right or remedy shall constitute a waiver or abandonment of or prevent or restrict the further exercise of that or any other right or remedy.
   • The Contract (and any document expressly referred to in it) constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to the Subscription.
   • The Company may at any time, without the consent of the Customer, assign, transfer, mortgage, charge, subcontract or otherwise deal in any manner with all or any of its rights or obligations under these Conditions. The Customer shall not do so without the prior written consent of the Company.
   • The terms of the Contract are not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999.
   • No variation to the Contract shall be effective unless agreed in writing and signed by an authorised representative of each party.
   • The Contract and each Subscription and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, their subject matter or formation shall be governed by and construed in accordance with English law and subject to the exclusive jurisdiction of the English courts.