Terms of Service

These Terms of Service ("Terms") govern your access to and use of Noted-Dent Pty Ltd's ("Noted-Dent", "we", "us", "our") web application and services, including AI-powered transcription, dental record generation, and referral documentation (collectively, the "Service").

By creating an account, subscribing, or otherwise using our Service, you agree to these Terms. Please read them carefully.

1. Who We Are

Noted-Dent Pty Ltd (ACN: 689 550 132) is an Australian company providing AI-enabled transcription and documentation solutions for dental practitioners. Our Service is designed for use by dental practitioners, students, and corporate dental groups.

2. Eligibility

You must be a registered dental practitioner, a dental student, or an authorised staff member working in a dental practice in Australia or New Zealand to use the Service.

By using the Service, you confirm you are at least 18 years old and capable of entering into a legally binding agreement.

3. Your Account

You must create an account to access the Service.

You are responsible for maintaining the confidentiality of your login credentials.

You agree not to share your account with others except authorised practice staff.

You must provide accurate, complete, and truthful information when registering for an account, including your name and a valid, accessible email address (professional or personal email addresses are accepted). The use of fictitious names, aliases, or otherwise false or misleading identifying information is strictly prohibited. You must ensure that the email address provided remains active and accessible for the duration of your use of the Service.

Noted-Dent may, at its discretion, take reasonable steps to verify that registration information is consistent with the eligibility requirements in clause 2. Failure to maintain accurate and current account information, or providing false or misleading information at the time of registration or at any time thereafter, constitutes a material breach of these Terms.

4. Subscription & Payment

Access to the Service is provided on a subscription basis.

Pay As You Go subscriptions are charged on a per day usage model where a transcription, record, report, or referral generation event/action is triggered.

Fees incurred for Pay As You Go subscriptions, Monthly Subscriptions, or in-month cancellations are charged at the end of the month in AUD, inclusive of GST unless otherwise stated.

Subscription fees are non-refundable except as required by Australian Consumer Law.

We may change pricing from time to time with reasonable prior notice.

4A. Free Trial Access

Where Noted-Dent offers a free trial of the Service, access is provided solely for the purpose of evaluating the Service for genuine use in your dental practice, study, or employment. Free trial access is limited to one account per individual and one account per dental practice or organisation.

By registering for a free trial, you represent and warrant that: (a) you are not accessing the Service on behalf of, or for the benefit of, a competitor of Noted-Dent; (b) your primary purpose in accessing the Service is genuine evaluation for use in your own dental practice or studies; and (c) you have not previously held a free trial account with Noted-Dent under the same or a different identity.

Noted-Dent reserves the right to verify the eligibility and professional status of any free trial registrant at any time, including by requesting a written confirmation of your role as a dental practitioner, dental student, or authorised practice staff member. Failure to provide satisfactory confirmation within five (5) business days of a request will constitute grounds for immediate suspension or termination of the free trial account.

A free trial obtained by fraudulent, deceptive, or otherwise improper means (including through the use of a false identity or by misrepresenting eligibility) is void ab initio. In such circumstances, Noted-Dent may pursue all available remedies including recovery of the reasonable commercial value of the access obtained.

5. Use of the Service

You may use the Service solely for ethical and lawful purposes in connection with dental practice, study, or research.

You must provide information of the Service to patients in a way they understand and afford them sufficient time to ask questions and make informed decisions about the use of the Service.

You must not misuse the Service, including but not limited to:

• Attempting to copy, reverse engineer, or resell the Service.
• Uploading harmful, unlawful, or infringing content.
• Using the Service in ways that compromises patient safety and/or confidentiality.
• Accessing or using the Service, including any free trial, for the purpose of competitive intelligence, market analysis, or to evaluate, replicate, or develop a competing product or service.
• Registering for multiple accounts, including multiple free trial accounts, whether under the same or different identities, for the purpose of extending free access or circumventing any subscription requirement or usage limitation.

6. Patient Information & Privacy

The Service may process identifiable patient information.

You remain the "data controller" and are responsible for ensuring ethical and lawful collection and disclosure of patient data in line with the Privacy Act 1988 (Cth) and relevant health privacy laws.

We act as a "data processor", handling information securely and in accordance with our Privacy Policy.

Some AI processing may occur offshore, but all data is stored within Australia.

7. Confidential Information

In the course of using the Service, you and Noted-Dent may gain access to each other's confidential information.

"Confidential Information" means any non-public information, including but not limited to patient data, clinical notes, practice information, business processes, technical data, trade secrets, and financial details.

Each party agrees to:

• Keep Confidential Information strictly confidential.
• Not disclose Confidential Information to any third party except where required by law, or with the prior written consent of the disclosing party.
• Use Confidential Information solely for the purpose of providing or receiving the Service.

The obligation of confidentiality survives termination of these Terms.

Confidential Information does not include information that:

• Is or becomes public through no fault of the receiving party;
• Was lawfully known to the receiving party prior to disclosure;
• Is independently developed without reference to the Confidential Information.

8. Limitations

8.1 Operating and Technical Requirements

You are responsible for ensuring that your practice's privacy policy is periodically maintained and includes reference to the AI generation of clinical notes, records, reports and referrals.

You are responsible for ensuring that your device, operating system, browser, and internet connection meet the technical requirements for the Service.

We do not guarantee compatibility with all hardware and software environments.

8.2 No Professional Medical or Healthcare Advice

The Service provides AI-generated transcriptions and documents to assist, not replace, the professional expectations of good practice and the individual judgment of dental practitioners.

Noted-Dent does not provide medical or healthcare advice. You remain solely responsible for reviewing, verifying, and finalising all documents before use.

8.3 Notification of Adverse Events

You must notify Noted-Dent promptly if you become aware of any errors, inaccuracies, or system behaviours that could adversely impact patient care or safety.

We may investigate such reports and take corrective action where appropriate.

9. Intellectual Property

All intellectual property rights in the Service, including but not limited to the AI models, software, algorithms, workflows, user interface, prompts, output structures, underlying logic, and all related documentation and branding, are and remain the exclusive property of Noted-Dent.

You retain ownership of your patient data and clinical notes. Nothing in these Terms transfers ownership of your data to Noted-Dent.

By using the Service, you grant Noted-Dent a limited, non-exclusive, non-transferable licence to process your data solely for the purpose of providing the Service to you. This licence terminates upon termination of your account, subject to any data retention obligations imposed by law.

You acknowledge that the Service, including its features, functionality, and design, constitutes valuable and proprietary intellectual property of Noted-Dent. Access to the Service, including under a free trial, does not confer any right, title, or interest in that intellectual property.

You must not, and must not permit any third party to:

• Use knowledge, insights, or information gained from accessing the Service to design, develop, or contribute to any system, product, or service that replicates or is substantially similar to any feature or function of the Service;
• Decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, algorithms, or data models of the Service; or
• Remove, alter, or obscure any proprietary notices, labels, or marks on or in the Service.

A breach of this clause 9 may cause Noted-Dent loss and damage that cannot be adequately compensated by an award of damages alone. Without limiting any other rights or remedies available to Noted-Dent, you acknowledge that Noted-Dent may seek interlocutory or final injunctive relief from a court of competent jurisdiction to restrain any actual or threatened breach of this clause.

10. Service Availability

We aim to provide continuous access but do not guarantee uninterrupted or error-free Service.

We may suspend or limit access for maintenance, updates, or security reasons.

11. Indemnity

You agree to indemnify, defend, and hold harmless Noted-Dent, its directors, employees, contractors, and affiliates from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal costs) arising from:

• Your use or misuse of the Service;
• Any breach of these Terms;
• Any reliance by you or your patients on AI-generated outputs without proper professional review.

12. Liability

12.1 Disclaimer

The Service is provided "as is" and "as available". We make no warranties that it will be error-free, uninterrupted, or suitable for your specific clinical needs.

12.2 Noted-Dent Liability

To the maximum extent permitted by law, Noted-Dent excludes liability for any indirect, incidental, special, or consequential loss (including loss of data, revenue, or profits).

Nothing in these Terms excludes rights under the Australian Consumer Law.

Our total aggregate liability for all claims relating to the Service will not exceed the fees paid by you in the 12 months prior to the claim.

13. Updates

We may release updates, improvements, or changes to the Service from time to time.

Continued use of the Service after an update constitutes acceptance of the updated Service.

14. Termination

You may cancel your subscription at any time.

We may suspend or terminate your account if you breach these Terms.

Without limiting the foregoing, Noted-Dent may immediately suspend or terminate your account, including any free trial access, without prior notice, in any of the following circumstances: (a) you have provided false, fictitious, or misleading registration information, or information that is materially inconsistent with the eligibility requirements in clause 2; (b) we have reasonable grounds to believe you are accessing or using the Service, in whole or in part, for the purpose of reverse engineering, replicating, or developing a product or service that competes with or is substantially similar to the Service; (c) you are, or are affiliated with, a competitor of Noted-Dent and have not disclosed that fact prior to registering; or (d) your use of a free trial is inconsistent with genuine evaluation for use in your dental practice or studies.

Where suspension or termination occurs under clause 14 due to suspected misuse for competitive purposes or fraudulent registration, Noted-Dent reserves the right to: (a) retain any data generated during the period of misuse as evidence; (b) pursue civil remedies available under Australian law, including but not limited to an action for breach of contract, breach of confidence, or under the Competition and Consumer Act 2010 (Cth) where applicable; and (c) seek injunctive relief to restrain further misuse of the Service or its intellectual property.

Upon termination, your right to use the Service ends, but certain obligations (confidentiality, IP, liability, indemnity) survive termination.

15. Changes to Terms

We may update these Terms from time to time. Material changes will be notified via email or within the Service. Notification will be provided within 30 days from the date that these Terms have been updated. Continued use constitutes acceptance of the updated Terms.

16. Governing Law

These Terms are governed by the laws of Western Australia. Disputes will be subject to the exclusive jurisdiction of the courts of Western Australia.

17. General

Entire Agreement: These Terms constitute the entire agreement between you and Noted-Dent and supersede any prior agreements.

Waiver: Failure to enforce any right does not constitute a waiver of that right.

Severability: If any provision is held invalid or unenforceable, the remainder of the Terms will continue in effect.

Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations without restriction.

18. Contact Us

For questions about these Terms, contact: