1. Definitions

“You” and “Your” mean the client detailed on the Order Form.

“Zeno Dental” means the Vantage Logic Pty Limited trading as Zeno Dental (ACN 159 256 185) of 404, 118 Christie Street, St Leonards NSW 2065

“Vantage Logic” means Vantage Logic Pty Ltd (ACN 159 256 185) and its associated entities

“Zeno Dental Web Site” means the area of www.zenodental.com.au which is exclusive to Zeno Dental clients.

“Consulting Rates” means the rates charged for consulting services.

“Initial Zeno Dental Software Fee” means the figure that equals 36 monthly payments of the amount on the Order Form.

“Zeno Dental Software” means the Zeno Dental practice management software suite

“Zeno Dental Subscription & Maintenance Fee” means the amount paid for the number of Zeno Dental Software User Licences ordered by you which may be varied by Zeno Dental from time to time.

“Zeno Dental Software User Licence” includes the licence to use the software, access to the online services, and to Support.

“Zeno Dental System Requirements” means the Zeno Dental System Requirements published in the Zeno Dental Web Site which is subject to change without notice. This monthly fee also covers telephone support, access to the support tools on the Zeno Dental Web Site, online updates and software upgrades for Zeno Dental products other than Zeno Dental Software which may be varied by Zeno Dental from time to time.

“Commencement Date” is when Zeno Dental is fully installed, put into production use and the practice staff is trained and using Zeno Dental

“Major Problem” means that either the System will not start up on the server on which it is installed or no users can access the System.

“Support” means telephone support, access to the support tools on the Zeno Dental Web Site, software online updates and software upgrades.

“Support Fee” means the monthly amount paid for telephone support, access to the support tools on the Zeno Dental Web Site, online updates and software upgrades for Zeno Dental products other than Zeno Dental Software which may be varied by Zeno Dental from time to time.

“System” means Zeno Dental Software system and services.

“Term” is a period of 12 consecutive months from the commencement date or your first invoice

“Trial Period” means the first 30 working days from date of installation of the System.


  1. Licencing

(a)Your software licencing is as set out in the separate End User Licence Agreement (EULA) supplied with each application and the software warranty is limited to the warranty contained in the EULA.

(b) Zeno Dental may raise an administrative fee for making changes to Your licencing arrangements.


  1. Invoicing and Payment

(a) All Vantage Logic invoices are sent by email to Your email address as disclosed on the Zeno Dental Order Form or to such other email address as You specify and are payable within the period specified on the invoice.

(b) Ongoing Zeno Dental Subscription & Maintenance Fee are payable by cheque, bank transfer direct debit.

(c) In the event that an amount due to Zeno Dental for any reason or a third party finance company for the purchase of a System becomes overdue, all telephone support, online services and content updating services will be suspended; although Your Zeno Dental Software remains operation, the database will become read-only.

(d) All overdue amounts may at Zeno Dental’s sole discretion, attract interest at the rate of 18 precent per annum.

(e) If Zeno Dental has agreed to facilitate Your paying the Initial Zeno Dental Software Fee, then You agree that any deposit paid will be non-refundable in the event of the Order being cancelled by You.

(f) Where any payments are being made by Direct Debit, in the event of the Direct Debit transaction failing for three (3) consecutive months the total outstanding amount will immediately become due and payable and the provision of support and online services will be suspended. Zeno Dental reserves the right to pass on to you any fees incurred as a result of the failed Direct Debit transaction(s).

(g) In the event of a debt being handed over to a collections agency, You will be liable for all reasonable legal costs incurred by Zeno Dental associated with the collection of the debt.

(h) All prices are exclusive of Goods and Services Tax unless otherwise expressly stated. You must pay GST to Zeno Dental at the applicable rate from time to time in addition to the stated prices.


  1. Scheduling of Installations

(a) While every effort is made to schedule installations on or near the preferred installation date, all scheduling is subject to the availability of resources and Zeno Dental gives no undertaking or guarantee regarding the installation date.

(b) Onsite delays caused by Your failure to comply with the Zeno Dental System Requirements will result in Your being responsible for the additional costs occasioned by the delay.


  1. Installation and Data Entry

The System will be taken to have been properly installed unless You advise Zeno Dental otherwise, in writing, within 30 days of installation. Zeno Dental will use reasonable endeavours to ensure accurate entry of all data provided by You prior to installation; however, Zeno Dental does not accept responsibility for the accuracy of this data entry. Zeno Dental will use reasonable endeavours to assist You to ensure that the opening balances entered into the System balance but ultimately it is Your responsibility to ensure this is the case. In particular, any problems encountered in relation to data conversion must be brought to Zeno Dental’s attention, in writing, within 30 days of installation.


  1. Your Information Technology and Communications Infrastructure

It is Your responsibility to ensure that Your information technology and communications infrastructure (ITC) meet the Zeno Dental System Requirements and You should note that:

(a) The System may not operate properly (or at all) on non-compliant hardware or platforms.

(b) Zeno Dental does not accept any responsibility for defects, data corruptions, software failures or performance degradation caused by viruses or other software or components on Your hardware that may interfere with the way the System operates.

(c) It is Your responsibility to ensure that Your ITC is properly maintained and is not changed in a way which may adversely affect the operation of the System.

(d) Any work done by Zeno Dental as a result of a failure to comply with (a) to (c) above may be charged to you at standard Zeno Dental Consulting Rates.


  1. Backups

Backing up Your System data file is Your responsibility and it is important that You protect Your data by backing it up frequently. You warrant that You have adequate back-up procedures to protect and preserve Your data and computer systems and acknowledge that You have no claim against Zeno Dental for any loss of or damage to data or Your computer systems. In particular You acknowledge that we have advised You that the only way to ensure the backups are working properly is to verify them. Zeno Dental recommends that this is done at least twice a year.


  1. Subscription and Support Arrangements

(a) The subscription starts when You put Zeno Dental into production from Commencement Date and a minimum period of the Term, unless terminated in within the initial 60 days in accordance to Clause 17.

(b) Zeno Dental only provides the System to clients with Zeno Dental Software User Licences and clients with current Support agreements that are paid within Zeno Dental’s standard credit terms.

(c) Support is provided for as part of the Zeno Dental Subscription & Maintenance Fee which are payable monthly in advance.

(d) After the Term, Support continues until cancelled by You by giving Zeno Dental three (3) months written notice. All cancellations of Zeno Dental Subscription & Maintenance Fee must be in writing and You will be required to pay all outstanding invoices; your Zeno Dental Software remains operation but the database will become read-only.

(e) If You are licensed to use more than one Zeno Dental product and have the products integrated You must maintain current Support arrangements for all products to access the Helpdesk.

(f) Provided Zeno Dental Subscription & Maintenance Fees are current and your staff have completed the recommended training Zeno Dental will provide You with telephone support through the Helpdesk


  1. Helpdesk Services

(a) Support requests may be logged online 24×7 via telephone, email or voice mail. Telephone support is provided from 8.30 am to 5.30 pm AEDST.

(b) If Your System is not working Zeno Dental will provide upgrades or manual work around’s free of additional charge during any period for which You are entitled to Support. Zeno Dental will use its best endeavours to make the System operational as soon as practicable after receiving Your support request.

(c) Zeno Dental does not rectify hardware, operating system or network problems or problems relating to third party software which is the responsibility of Your ITC providers.

(d) When Zeno Dental is providing assistance You must ensure that a suitably trained and informed user is available to demonstrate the problem and provide any information or reasonable assistance that may be needed to perform the services.

(e) It may be necessary to rely on a backup of data to restore data or restore the functionality of the System. Zeno Dental is not responsible for any loss of data, however caused, including data which has not been backed up.


  1. Releases, versions and updates

Periodically the Zeno Dental Software will update or upgrades is System automatically; it is Your responsibility to ensure the server is connected to the Internet.

Zeno Dental will Support You using the current and immediately prior release but may request You to upgrade before providing assistance if You are still using an earlier Release.


  1. System Maintenance

You are responsible for the day-to-day maintenance of the System, which includes ensuring that data is correctly entered, performing regular updates, implementing the upgrades made available to You and ensuring that Your data, forms, precedents and matter details are kept up-to-date. Training in the day to day use of the System is strongly recommended for all users. Zeno Dental also recommends that You perform the Planned Maintenance routine published in the Zeno Dental Web Site at least twice yearly.


  1. Consulting Rates, travel time, travel costs and out of pocket expenses.

(a) The Zeno Dental Consulting, travel time and waiting time rates are published and Zeno Dental reserves the right to vary these without notice from time to time. For ad hoc consulting you will be requested to sign a Chargeable Authority authorising the work before a Consultant will be scheduled to do the work.

(b) If it is necessary for a Consultant to travel for more than one hour to your office then travel costs, travel time, accommodation costs and sustenance at ATO rates will be invoiced separately and will be payable within thirty (30) days of invoice.


  1. Limitation of Liability

To the maximum extent permitted by law, Zeno Dental’s liability to you is limited to the cost of re-installing the Software and the System. Zeno Dental excludes all other liability to any person or company for any loss or damage of any kind (including by negligence or otherwise), arising from or in connection with the installation of the Software or the System.


  1. Fitness For Purpose

Zeno Dental does not guarantee or warrant the fitness of the System for any purpose other than the particular purpose for which it is supplied.


  1. Intellectual Property

All intellectual property rights in the Zeno Dental Software and hardware, the subject of these terms and conditions, and agreement between you and Zeno Dental, is owned by Zeno Dental and Vantage Logic, and is provided to you for your use only, pursuant to this Agreement. You shall not do anything to copy, reproduce, reverse engineer, or otherwise tamper with, distribute or provide to anyone without Zeno Dental’s prior consent in writing.


  1. Confidentiality and privacy of your information

It may from time to time be necessary for Zeno Dental to receive or review Your information for the purposes of providing data conversion or support services under this agreement. Zeno Dental undertakes to exercise the utmost good faith in maintaining all such information as confidential and will also comply with the requirements of the Privacy Act 1998 (Cwlth) to the extent that the Act applies to any such information and will only use that information for the purposes of this agreement.


  1. Money-Back Guarantee

You may at any time after the end of the Trial Period and prior to the date sixty (60) days after the date of installation at Your firm, apply for Zeno Dental to cancel Your Order and refund any Zeno Dental Subscription & Maintenance Fees you have paid, and Zeno Dental will make the refund, subject to the following:

(a) The System must have been installed on a system that complies in every respect with the then applicable Zeno Dental System Requirements.

(b) Your staff must have completed the recommended training in the use of the System and have used the System continuously for the Trial Period.

(c) You must have followed Zeno Dental recommendations for implementing the software and training Your staff.

(d) Only Zeno Dental Subscription & Maintenance Fees are refundable, and You must pay any moneys due for installation, training, consulting, conversion, travel time and costs and any other associated expenses or licence fee rebates. Zeno Dental may deduct these before any refund is made.

(e) You must first return to Zeno Dental all disks, manuals and other materials containing or relating to the System, erase all copies of the System from all Your computers and back-up media, take all steps necessary to ensure that neither You nor anyone through You continues to have use of any part of the System and if requested confirm in writing by way of Statutory Declaration that this has been done.

(f) Because you have the benefit of this money back guarantee, you agree that Zeno Dental’s liability for breach of any warranty, term or condition in relation to the System and services will be limited to:

(i) In the case of goods – repair or replacement (at Zeno Dental’s election) at Zeno Dental’s cost;

(ii) in the case of services – re-supply those services;

(iii) or instead of (i) and (ii), you can request a refund of your money during the sixty (60) Day Period as set out above.

(g) Except as provided above in this clause, or where the injury is personal injury, Zeno Dental will not be liable for any other loss, damage, claim or expense however caused (including liability by virtue of contract or negligence) and Zeno Dental shall not in any circumstances be liable for any indirect or consequential losses, loss of profits or business or loss of or damage to data or records.


  1. Cancellation before commencement of Trial Period

You may cancel this Order at any time before commencement of the Trial Period by written notice to Zeno Dental and subject to You paying Zeno Dental:-

(a) Thirty precent (30%) of the Zeno Dental Subscription & Maintenance Fees; and

(b) All installation, training and conversion fees for work done to date of cancellation.


  1. Force Majeure and delay beyond Zeno Dental’s control

Zeno Dental will not be responsible for delays or failure to perform resulting from acts beyond its control, including but not limited to, acts of God, strikes, walkouts, riots, acts of war, epidemics, earthquakes or other disasters and failure of suppliers to perform including telecommunication breakdowns or interruptions and power failures.


  1. Supply and Support Terms and Conditions

(a) These Supply and Support Terms and Conditions are subject to change without notice

(b) You should review and print these Supply and Support Terms and Conditions for your reference.

(c) The current version is published in the Zeno Dental Web Site

  1. Entire Agreement

This agreement constitutes the entire understanding between Zeno Dental and You and supersedes all other negotiations, agreements or understandings whether written or oral relating to the supply and installation of the System and the other services provided under this agreement. All implied terms are hereby excluded, to the full extent permitted by law and this agreement is governed by the laws of New South Wales, Australia and the jurisdiction of the Sydney Court