ProDigiDent — Portal Terms of Use (Website and Doctor Portal)

Preamble

These Portal Terms of Use (Terms) govern access to and use of the ProDigiDent website at prodigident.com.au and the ProDigiDent doctor portal (together, the Platform). They are a service-access and account agreement between you and us. They are not the commercial contract for ordering, manufacturing, and supplying surgical guides — that is dealt with separately by the Account & Services Agreement (see clause 3). Where these Terms, the Account & Services Agreement, the Price List, the Privacy Policy and any surviving practice-level or organisation-level agreement deal with the same subject matter and are inconsistent, the order of precedence in clause 3.5 applies (in summary, the Account & Services Agreement prevails on ordering, manufacture, pricing, payment, delivery, warranty and clinical responsibility, and these Terms prevail on access to and use of the Platform).

These Terms take effect only when you accept them through the Platform. They do not apply retroactively and do not override any earlier acceptance you gave for a prior version; each version applies from the moment you accept it. These Terms are presented for explicit acceptance at registration / first login (they are not silently deemed accepted for pre-existing accounts): under the two-layer acceptance model, these platform-access Terms are accepted by the individual user at account registration / first login, and the Account & Services Agreement — the commercial contract — is accepted for the Customer entity at practice-account creation (see clause 2.3).

1. Definitions

In these Terms, unless the context requires otherwise:

1.1 We, us, our, the Lab, ProDigiDent means Prodigident Australia Pty Ltd (ACN 639 377 067) as trustee for the Iatsukha Family Trust (ABN 79 527 142 251), of U30, 18 Bourton Road, Merrimac QLD 4226, Australia, trading as ProDigiDent.

1.2 You, your means the individual who accesses the Platform under an Account and accepts these Terms — the Authorised User — whether a Practitioner or a member of Practice staff authorised to act for the Customer under clause 2.1. Which legal person is the Customer that bears the commercial obligations is dealt with in clause 2.5; references in these Terms to your account, payment, indemnity or eligibility obligations are, except where clearly personal to you (clauses 5 and 10), obligations of the Customer for which you act as authorised representative and are co-liable to the extent stated in clause 2.5.

1.3 Customer (also Client) means the dental practice, dental laboratory or other organisation entity on whose behalf the Account is held and Orders are placed and which bears the commercial obligations under these Terms and the Account & Services Agreement, as identified when the Account is created — or, in the sole-trader case, the individual Practitioner (clause 2.5). "Customer"/"Client" is defined broadly and covers dental practitioners and dental practices, dental laboratories, and referring-doctor arrangements.

1.4 Practitioner means the treating registered dental practitioner responsible for the clinical decisions on an Order and for giving Approval (clause 10). A Practitioner is an Authorised User.

1.5 Authorised User means an individual the Customer authorises to access the Account and to place and manage Orders on the Customer's behalf, whether a Practitioner or Practice staff. Only a Practitioner may approve a Treatment Plan.

1.6 Account means the individual user login and profile you hold to access the doctor portal, together with the commercial settings attached to it (including any payment terms and credit limit). The Account attaches to the Customer identified under clause 2.5.

1.7 Organisation means the legal entity (holding an ABN/ACN, billing contact, payment terms, and credit position) under which one or more Practices operate.

1.8 Practice means a trading dental clinic (with a trading name, physical and shipping address, and team) operating under an Organisation. A solo dentist is typically an Organisation and Practice combined; a corporate dental group may run several Practices under one Organisation.

1.9 Platform means the ProDigiDent website (prodigident.com.au) and the doctor portal, including all pages, features, tools, content, and software we make available through them.

1.10 Doctor Portal or Portal means the authenticated area of the Platform through which you register a Practice, submit and manage Orders, review and approve Treatment Plans, and view invoices and case status.

1.11 Order means a request submitted through the Portal for us to design and/or manufacture one or more Products. An Order for one or more Products for a single named patient is referred to in the Account & Services Agreement as a "Case", and these Terms use "Order" and "Case" to the same effect.

1.12 Product means a personalised dental implant surgical guide (a medical device — either a custom-made or a patient-matched medical device under the TGA's personalised medical device framework, according to the classification that applies — manufactured to an individual patient's anatomy) and any related item we agree to design, manufacture, or supply. The regulatory characterisation is dealt with in clause 10.4 and, in full, in the Account & Services Agreement.

1.13 Treatment Plan means the digital planning we prepare (or that the Practitioner supplies as their own final plan) for a Case — the proposed implant positions, nerve/anatomical marking, crown positions and the aligned and merged STL and DICOM data — which the treating Practitioner reviews and approves. Approved Plan means the specific version of the Treatment Plan the treating Practitioner expressly approves through the Portal (or the Practitioner-supplied final plan); approval of the Treatment Plan is what authorises manufacture. Guide Design means our stage-2 design of the physical guide itself (sleeves, anchor pins, guide body, support structures and manufacturing data) that implements the Approved Plan — our own work product, not subject to your approval (clause 10.2).

1.14 Case Data means the patient scans, DICOM/STL files, images, prescriptions, notes, and other clinical information you upload or provide to us in connection with an Order.

1.15 Account & Services Agreement means our separate agreement governing the ordering, design, manufacture, pricing, payment, delivery, warranty, and remake terms for Products, as made available to you and accepted through the Portal. The Account & Services Agreement is the official successor to, and replaces, the practice-level Master Services Agreement version "2026-05" (the "business agreement" previously referenced at practice registration): it is accepted through the same acceptance ledger (the msa_acceptances record) as a new version, and once accepted it governs the Case-ordering relationship in place of that prior version. "Account & Services Agreement" is the single, consistent name for this document across the Platform.

1.16 Price List means the Lab's published, versioned price list for design services, Products and related items, as in force from time to time (each version identified and dated).

1.17 Privacy Policy means our privacy policy published at prodigident.com.au/privacy, as updated from time to time.

1.18 ACL means the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)).

1.19 Consumer Guarantee means a guarantee that applies under the ACL and that cannot lawfully be excluded.

1.20 A reference to a document "as updated" or "from time to time" means that document as amended in accordance with these Terms or the document's own change mechanism.

2. Who these Terms are for; acceptance

2.1 Eligibility. The Portal is for registered dental practitioners, dental practices, dental laboratories and their Authorised Users only. By registering or using an Account you represent that you are a dental practitioner registered with the Australian Health Practitioner Regulation Agency (AHPRA), or are authorised to act for a Customer whose practitioners are so registered, and that you are using the Platform for business purposes in the course of a dental practice, dental laboratory or referral business. The Platform is not intended for, and is not made available to, patients or consumers acquiring goods for personal, domestic, or household use.

2.2 Business use. You acknowledge that the Products are of a kind ordinarily acquired for use in a dental business, not for personal, domestic, or household use.

2.3 How you accept. You accept these Terms by clicking or selecting the acceptance control presented in the Portal at registration / first login. That click is the method the parties agree will constitute your acceptance of these Terms. Formation is evidenced by the document displayed to you at that point, your affirmative assent to it, your identity as the logged-in user, and the acceptance record described in clause 2.4. Acceptance by this electronic method has effect under the Electronic Transactions Act 1999 (Cth) and the Electronic Transactions (Queensland) Act 2001 (Qld), which recognise electronic acceptance where the applicable identity, intention, reliability and consent requirements are met. Consistently with the two-layer acceptance model: these platform-access Terms are accepted by the individual Authorised User at account registration / first login; the Account & Services Agreement (the commercial contract) is accepted for the Customer at practice-account creation, with a role/authority declaration under clause 2.5. Each acceptance is a distinct acceptance event captured under clause 2.4.

2.4 Acceptance record. When you accept, we record an acceptance event that captures, so far as the Platform reliably records and preserves them, the document identifier, a SHA-256 hash of the accepted content, the version, a UTC timestamp, and your user identifier (and may include your IP address and user-agent). This record is kept as evidence of what you accepted and when.

2.5 Who is the contracting customer; authority. You are at all times the accepting Authorised User and, where you are the treating clinician, the Practitioner responsible for the clinical decisions in clause 10. The contracting customer that bears the commercial obligations under these Terms — payment of any Platform-related fees, the indemnity in clause 8.8, and the consequences of overdue accounts (clause 9.3) and suspension (clause 15) — is the Customer (the dental practice, dental laboratory or organisation entity on whose behalf you act), and this governs how the Account (clause 1.6) and any payment terms (clause 9.2) attach. This resolves consistently with the Parties clause of the Account & Services Agreement:

(a) The Customer is the contracting party. The Customer bears all commercial obligations under these Terms. Where more than one Authorised User operates under the same Customer, the Customer is the debtor for all Orders placed under it, whichever user placed them, and each user remains bound by clause 5 (Acceptable use) and by the acceptable-use and clinical obligations that apply to that user.

(b) Authority to bind. By accepting these Terms for a Customer, you represent and warrant that you are authorised to bind the Customer, whether as its officer, employee or agent, and the Customer accepts that it is bound to the same extent as if these Terms had been accepted by its directors. Where the Customer is a company and the statutory conditions are satisfied, we are also entitled to rely on the assumptions in sections 128–129 of the Corporations Act 2001 (Cth), under which we may assume that a person held out by the company as an officer or agent has authority to do the acts customarily done in that role, unless we actually know or suspect otherwise. Where the Customer is not a company, or those statutory conditions are not satisfied, this contractual authority warranty carries the load and we rely on it. Acceptance may be given by an individual as the Customer's agent under section 126 of that Act and does not require formal execution under section 127.

(c) Trustee Customers. Where the Customer contracts as trustee of a trust, it contracts in that capacity and is liable both personally and in its capacity as trustee.

(d) Sole-trader (degenerate) case. Where a Practitioner carries on practice in their own name and is not incorporated or otherwise separately constituted, the Customer and the treating Practitioner are the same person, and references to the Customer and to the Practitioner are read as references to that person in the corresponding capacity.

(e) Your continuing personal responsibility — please read. You remain personally responsible for your obligations under clause 5 (Acceptable use) and for your own clinical decisions under clause 10. The commercial indemnity in clause 8.8 is owed by the Customer, not by you personally. Your own personal liability under that indemnity is limited to loss caused by your knowing or negligent misconduct, or your breach of the acceptable-use rules in clause 5; you are not personally liable under clause 8.8 for anything else.

This election is kept consistent with the Customer identification in the Account & Services Agreement Parties clause.

2.6 Relationship to the Privacy Policy. By using the Platform you also agree to our Privacy Policy, which describes how we collect, use, and protect personal information. The Privacy Policy is not a contract for services and does not replace these Terms or the Account & Services Agreement.

3. Relationship to the Account & Services Agreement

3.1 These Terms govern access to and use of the Platform and your Account. They do not, by themselves, create any obligation on us to accept an Order, design, or manufacture any Product.

3.2 The commercial terms for ordering, design, manufacture, pricing, payment, delivery, title, risk, warranty, remakes, and clinical responsibility are set out in the Account & Services Agreement, a distinct document accepted for the Customer at practice-account creation. Because the Account & Services Agreement is the successor to the practice-level MSA version "2026-05" and is accepted through the same acceptance ledger (clause 1.15), the promise that you will be asked to accept it is satisfied by that practice-account acceptance step; a Customer that completed the prior MSA acceptance re-accepts on the successor version under clause 16.

3.3 To the extent these Terms touch on ordering, payment, delivery, or clinical matters (for example in clauses 6, 9, and 10), they do so only in summary and for context. Any inconsistency between these Terms and the Account & Services Agreement (or the Privacy Policy, the Price List, or a surviving practice-level agreement) on those matters is resolved under the single order of precedence in clause 3.5. Nothing in this clause displaces a Consumer Guarantee or other non-excludable statutory right, which sits at the top of that order of precedence.

3.4 No hollow cross-references at acceptance. Several clauses of these Terms defer binding commercial, pricing, warranty, remake, and clinical-liability matters to the Account & Services Agreement (for example clauses 3.2, 6.5, 9.1, 9.5, 10.6, 12.3, and 12.5). Those cross-references are not hollow at the moment you accept: ordering features of the Portal are not made available, and these Terms are not intended to operate as a live ordering framework, until the Account & Services Agreement (v4, which resolves each of these deferred matters) is also accepted for the Customer in the same onboarding. Onboarding blocks ordering until both these Terms and the Account & Services Agreement have been accepted.

3.5 Order of precedence. These Portal Terms of Use, the ProDigiDent Account & Services Agreement, the Price List, the Privacy Policy and any surviving practice-level or organisation-level agreement between the Lab and the Customer together record the arrangement between the parties. If there is an inconsistency between them, they apply in the following order of precedence, a document higher in the list prevailing over a document lower in the list to the extent of the inconsistency:

(a) any term implied or required by law that cannot lawfully be excluded (including the Consumer Guarantees and the unfair-contract-terms provisions of the ACL);

(b) the Account & Services Agreement, in relation to the ordering, supply and manufacture of a Surgical Guide (a Case);

(c) these Portal Terms of Use, in relation to access to and use of the Platform;

(d) the Price List that applies to the Case under the Account & Services Agreement, in relation to Fees;

(e) the Privacy Policy, in relation to privacy practices and privacy notices, provided that the Privacy Policy does not reduce, override or vary a data-protection or confidentiality obligation expressly agreed in these Terms or the Account & Services Agreement; and

(f) any surviving practice-level or organisation-level agreement.

Where the same subject matter is dealt with both by these Terms and by the Account & Services Agreement, the document dealing with that subject matter specifically prevails over the document dealing with it generally. The Account & Services Agreement is the master contract for Case-level matters; because it supersedes the practice-level MSA version "2026-05" (clause 1.15), item (f) is intended to apply only to any distinct practice- or organisation-level arrangement that survives alongside it, and then only for account/relationship matters. This is the single, complete order of precedence and it is stated identically in clause 2.5 of the Account & Services Agreement.

4. Accounts, registration, and security

4.1 Registration. You must provide accurate, current, and complete information when you register and keep it up to date. We may verify your registration status and refuse or revoke access if information is inaccurate or eligibility cannot be confirmed.

4.2 Account approval. Access to ordering features may require our approval of your Account, Practice, or Organisation. We may approve, decline, or defer an Account at our discretion, including where AHPRA registration or business details cannot be verified.

4.3 Credentials. You are responsible for keeping your login credentials confidential and for all activity under your Account. You must notify us promptly at support@prodigident.com.au if you suspect unauthorised access.

4.4 One person, one Account. Accounts are personal to the individual who holds them, whether a registered Practitioner or a staff member authorised to act for a Customer (see clause 2.1). You must not share credentials or allow another person to act under your Account. Treatment-Plan approval authority in particular rests with the treating Practitioner alone and cannot be delegated through the Platform (see clauses 10.1 and 10.3); an authorised non-Practitioner Account holder may operate the Portal but may not approve a Treatment Plan.

4.5 Team and Practice structure. Where the Portal allows several users under a Practice or Organisation, each user must hold their own Account, and the Customer is responsible for its Authorised Users' use of the Platform.

5. Acceptable use

5.1 You must use the Platform only for lawful business purposes connected with ordering and managing Products, and in accordance with these Terms.

5.2 You must not:

(a) use the Platform in breach of any law, including AHPRA professional obligations, the Privacy Act 1988 (Cth), or therapeutic-goods laws;

(b) upload Case Data you are not authorised to share, or without the patient consent and legal authority required (see clause 8.3);

(c) attempt to gain unauthorised access to the Platform, other accounts, or our systems, or probe, scan, or test their vulnerability;

(d) introduce malware or interfere with the integrity or performance of the Platform;

(e) copy, scrape, reverse-engineer, or create derivative works from the Platform or its software, except as permitted by law;

(f) resell, sublicense, or provide access to the Platform to a third party who is not an Authorised User of your Customer; or

(g) use the Platform to transmit unlawful, infringing, or misleading content.

5.3 You must ensure that everyone who uses the Platform under your Customer complies with this clause 5.

6. Orders through the Portal (overview)

6.1 The Portal lets you create and submit Orders and track them through their lifecycle. The order statuses are the following possible states: draft → submitted → awaiting_payment → pending_files → pending_instructions → not_verified → designing → pending_approval → revision_requested → approved → in_production → shipped → completed. These are possible states, not a strict linear sequence: an Order may skip states that do not apply to it, may revisit states (for example the revision loop pending_approval → revision_requested → designing → pending_approval), and, on account (Net) terms, may reach awaiting_payment after shipped. The actual transitions are governed by the operative terms of the Account & Services Agreement, not by the order in which the statuses are listed.

6.2 How an Order is formed (mirrors the Account & Services Agreement). Order formation follows the same model as the Account & Services Agreement (its clause 4.3):

(a) Offer. Submitting an Order through the Portal is your offer to acquire planning and design services and, subject to the treating Practitioner's approval of the Treatment Plan, the manufacture of a Product, on the version of the Account & Services Agreement that governs the Case. Submission alone does not bind us. The price shown at submission is a preliminary estimate only, based on the configuration the Customer declares in the Order (arch, sites, guide type and package); the final Fees reflect the actual Approved Plan and are determined under the Account & Services Agreement (its clause 6.1).

(b) Acceptance (design stage). We accept the Order, and a contract for the Case is formed under the Account & Services Agreement, when we first commence design work on it — objectively evidenced by the Order moving to the designing status in the Portal — or when we otherwise notify you that we accept the Order, whichever is earlier. Before that point we may decline the Order (for example for unusable files or lack of capacity), and no charge arises.

(c) Commitment to manufacture. The treating Practitioner's approval of the Treatment Plan authorises manufacture. We commit to manufacture when, following approval, cleared payment has been received where prepayment applies (clause 6.4), and we commence manufacture.

(d) No-cancellation event. The single point after which neither party may unwind the Case is the commencement of manufacture (the Order moving to in_production).

(e) Before that event. Before manufacture commences, either party may decline to proceed to manufacture, subject to your accrued obligation to pay for design work already performed under the Account & Services Agreement. The full formation and cancellation rules are in the Account & Services Agreement.

6.3 Approval of the Treatment Plan authorises manufacture; the Guide Design is our work product. Design proceeds in two stages. In stage 1 we prepare a Treatment Plan (implant positions, nerve/anatomical marking, crown positions and the aligned STL+DICOM data) and present it to the treating Practitioner for review as screenshots and/or the software project file; express approval of a specific Treatment Plan version through the Portal (the Approved Plan) authorises us to design and manufacture the guide implementing it. A Practitioner may instead supply their own final plan, in which case we re-align/merge the STL and DICOM only and do not reposition the implants, except that if we identify a technical problem with the implant positions we will notify the Practitioner and may decline to manufacture until the problem is resolved and the amended plan re-approved. In stage 2 we produce the Guide Design (the physical guide that goes to print) implementing the Approved Plan; the Guide Design is our own work product and is not subject to your approval — though if you request confirmation of the Guide Design before printing we will provide screenshots, and any confirmation you give joins the Case record. Manufacture proceeds subject to cleared payment where prepayment applies (clause 6.4) and to operational readiness. Once approved, the Approved Plan version is locked (see clause 10). Any delivery timing is an estimate only, recalculated after approval, and is not a fixed or deterministic commitment. The full rules are in the Account & Services Agreement (its clause 5).

6.4 How the payment gate works. Prepayment gates the stage-2 Guide Design (the production-ready design) and production — not stage-1 planning. Where your Account is on prepayment terms, stage-1 planning (preparation of the Treatment Plan) proceeds so that the treating Practitioner has a plan to review; the payment gate sits at approval of the Treatment Plan, before we commit to the stage-2 Guide Design and to manufacture, and the Order does not proceed into the Guide Design or production until cleared payment is received. Stage-1 planning is not blocked by payment. The invoice is raised: for Design & Print and Design-Only work, at approval; for Printing-Only work (where you supply your own design file), at submission. Where your Account is on account (Net/EOM) terms, manufacture is not withheld pending payment: the invoice is issued after approval (or after file verification for Printing-Only work), and the awaiting_payment status may sit between shipped and completed without blocking the Order. A separate hold where files or instructions are missing (the pending_files / pending_instructions statuses) operates independently of the payment gate. The full pricing, payment-terms, overdue, and credit rules live in the Account & Services Agreement; clause 9 is a non-binding summary only.

6.5 The detailed rules for Orders — including turnaround, revisions, cancellation, delivery, warranty, and remakes — are in the Account & Services Agreement.

7. Intellectual property in the Platform

7.1 Our IP. We (or our licensors) own all intellectual property rights in the Platform, including its software, design, text, graphics, logos, the ProDigiDent brand, and the arrangement and presentation of content. Nothing in these Terms transfers any of those rights to you.

7.2 Licence to you. We grant you a non-exclusive, non-transferable, revocable licence to access and use the Platform for your internal business purposes in accordance with these Terms, for as long as your Account is active and in good standing.

7.3 Case Data. As between you and us, patient Case Data you provide remains associated with you and your patient; you grant us the licence to use it as described in clause 8. We claim no ownership of the underlying patient scan data.

7.4 Design files (the Guide Design). Ownership of the derived Design files (our CAD work — the Guide Design: guide geometry, support structures, and manufacturing data we create) and the licence you receive to the physical Product are dealt with in the Account & Services Agreement (its clause 11.2), which is the home for this split: as between the parties, the patient scan data (and any plan you supply) is the Practitioner's, and the derived CAD Design File embodying the Guide Design is the Lab's stage-2 work product, with the Customer receiving the physical Product whose Guide Design implements the Approved Plan. Approving the Treatment Plan does not transfer the Guide Design to you. Under that clause we will release a Case's Design File on request, except for stackable, bone-supported and zygomatic guide designs, which are the Lab's intellectual property and are not released. This clause does not, by itself, assign any Design file to you.

7.5 Feedback. If you give us feedback or suggestions about the Platform, we may use them without obligation or payment to you.

8. Privacy and Case Data

8.1 Privacy Policy. Our handling of personal information is governed by our Privacy Policy. By using the Platform you agree to that Policy.

8.2 We process Case Data on your behalf. Where you provide patient Case Data so we can design and manufacture a Product, we collect and hold that data as a service provider processing it on your behalf for the purpose of fulfilling your Order. We do not use Case Data for any independent commercial purpose. In addition to fulfilling the Order, we may use and retain Case Data only to the extent reasonably necessary for quality assurance; to investigate and handle complaints and disputes; for device traceability, safety, recall and adverse-event reporting; and to meet our medical-device record-keeping and other legal obligations — in each case subject to the Privacy Policy, the security safeguards in clause 8.4 and the retention limits in the Privacy Policy. We do not otherwise disclose Case Data except as needed to fulfil the Order, for a purpose permitted above, as permitted by the Privacy Policy, or as required by law.

8.3 Your patient-consent responsibility. You are responsible for ensuring you have the patient consent and legal authority required to collect the Case Data and to share it with us for the purpose of the Order. This reflects your obligations as the holder of the treatment relationship.

8.4 Health information. Patient Case Data is sensitive health information. The small-business exemption under the Privacy Act 1988 (Cth) does not apply to us, because we hold health information in connection with the provision of a health service; we are bound in full by the Privacy Act and the Australian Privacy Principles in respect of that information. We take steps reasonable in the circumstances to protect it against misuse, loss and unauthorised access or disclosure (Australian Privacy Principle 11) and handle it consistently with the Privacy Policy. We do not represent that our security is absolute or "bank-grade"; our obligation is to take reasonable steps.

8.5 Disclosed service providers. We use third-party providers to operate the business, including Xero (accounting/invoicing), Stripe (card payment processing via Xero), Team Global Express (delivery), and Dropbox (file handling), as described in the Privacy Policy. We do not store full credit card details on our systems. We will update the Privacy Policy before adding a materially new provider that handles personal information.

8.6 Overseas disclosure. Where any handling involves disclosure outside Australia, we take reasonable steps consistent with Australian privacy law and the Privacy Policy (Australian Privacy Principle 8).

8.7 Data breach. We comply with the Notifiable Data Breaches scheme. Where we have reasonable grounds to suspect that an eligible data breach may have occurred, we carry out a reasonable and expeditious assessment of whether there are reasonable grounds to believe it is an eligible data breach, and take all reasonable steps to complete that assessment within 30 days (Privacy Act 1988 (Cth), s 26WH). Where we have reasonable grounds to believe there has been an eligible data breach, we notify the Office of the Australian Information Commissioner and affected individuals as soon as practicable, consistently with that scheme and the Privacy Policy.

8.8 Indemnity. The Customer (and you personally, but only to the extent stated in clause 2.5(e)) indemnifies us against loss, liability, claim, or reasonable cost (including reasonable legal and defence costs) we suffer or incur to the extent it arises from: (a) a third-party claim against us caused by your breach of clause 5 (Acceptable use); (b) a breach of your warranty in clause 8.3 that you hold the patient consent and legal authority required to collect and share the Case Data; or (c) any unlawful or unauthorised upload or use of Case Data through your Account. This indemnity: (i) does not extend to any fine or civil penalty that cannot lawfully be made the subject of an indemnity; (ii) is reduced proportionately to the extent our own negligence, fraud, dishonesty, or wilful default caused or contributed to the loss (preserving proportionate contribution); (iii) does not require you to indemnify us for our own breach of these Terms or the Privacy Policy; and (iv) is drafted to be no broader than reasonably necessary to protect our legitimate interest in your acceptable-use and consent/authority compliance.

8.9 Security-incident cooperation. If either of us becomes aware of a security incident or suspected data breach affecting Case Data, we will each notify the other promptly, share the information reasonably needed to assess, contain and remediate it, and cooperate in good faith on containment, notification and remediation, consistent with the Privacy Policy and each party's obligations under the Notifiable Data Breaches scheme and other applicable law. Each party bears its own costs except to the extent the incident is attributable to that party's act, omission or breach. This clause is proportionate and does not require a party to act inconsistently with its own legal or professional reporting obligations.

8.10 Communications and marketing consent. We send you two kinds of message:

(a) Transactional messages — order and case-status notices, invoices, plan-ready and approval notices, security and account notices, and other messages necessary to operate your Account and fulfil Orders. These are part of the service, are not marketing, and you receive them while you hold an Account.

(b) Promotional messages — marketing about products, offers or services. We send these only where consent exists, whether express (for example an opt-in you give) or inferred from a current commercial relationship where the content is directly related to that relationship, as permitted by the Spam Act 2003 (Cth). Every promotional message identifies us as the sender and includes a functioning unsubscribe facility, which we honour promptly. Unsubscribing from promotional messages does not stop transactional messages, which are necessary to operate your Account.

9. Fees and payment (summary only)

9.1 The Account & Services Agreement sets the binding pricing and payment terms. This clause is a summary for context only and does not vary the Account & Services Agreement.

9.2 Payment terms. The payment terms for the Customer identified under clause 2.5 (that Customer's Account) are, by default, prepayment; acceptance of these Terms does not entitle the Customer to any credit or deferred-payment terms, and no credit is guaranteed. Net or EOM terms (for example Net 14, Net 30, or Net 30 EOM) are available only on a separate Credit Application in which the Customer states the terms it requests; we review it and may grant, decline, or counter-offer lesser terms, and any credit granted takes effect only under a separate credit agreement signed by a director of the Customer with a personal guarantee (see the Account & Services Agreement). Payment terms and any credit limit are set by us and are not self-service. Where the Customer is a Practice or Organisation entity, that entity is the debtor for all Orders placed under its Account, whichever Authorised User placed them, and each such user remains bound by clause 5.

9.3 Overdue accounts — the overdue ladder. If an invoice is not paid by its due date: (a) we send a reminder at around 5 days overdue; (b) at around 30 days overdue, we may block the Customer's Account from placing new Orders until the overdue amount is paid — a blocked Account is not deleted or closed: the Customer keeps access to the Platform, can view its Cases and records, and can pay outstanding invoices; only the placing of new Orders is stopped; and (c) chronic (repeated or persistent) late payment may result in the Account being converted to prepayment terms for a period of 3, 6 or 12 months at our discretion. We may charge interest on overdue amounts at 1.5% per month as a discretionary right (mirroring our existing terms; it is not our practice to charge it, but the right is reserved). "Blocked" is distinct from "suspended": see clause 15.

9.4 GST. All amounts are quoted exclusive of GST unless stated otherwise; GST is added where applicable.

9.5 The detailed pricing (the versioned Price List and the two-stage price lock — planning and Planning and Revision Fees at the Price List in force at submission, and the Product price at the Price List in force at approval of the Treatment Plan), the Planning and Revision Fee, priority surcharges, credit-terms and plan-hold/forfeiture rules, and any remake charges are in the Account & Services Agreement.

10. Clinical responsibility and the Product (summary only)

10.1 You own clinical decisions. The treating Practitioner is solely responsible for all clinical decisions, including patient selection, diagnosis, implant selection and positioning, suitability of the Product for the patient, approval of the Treatment Plan (or supply of your own final plan), and the surgical use of the Product. We do not practise dentistry, provide clinical advice, or form any practitioner-patient relationship with your patient. Practice staff and other Authorised Users may prepare, submit and manage an Order, but only the treating Practitioner may clinically approve a Treatment Plan.

10.2 Our responsibility. Our responsibility is to design and manufacture the Product to implement the Approved Plan. We are not responsible for the clinical appropriateness of the Approved Plan itself (the implant positions and treatment planning), which is your professional judgement — and where you supply your own final plan, responsibility for the implant positions rests entirely with you. We are responsible for accurately aligning and merging your STL and DICOM data, for the Guide Design correctly implementing the Approved Plan, and for manufacturing the Product to that Guide Design. If we identify a technical problem with the implant positions in a plan you supplied, we will notify you and may decline to manufacture until the problem is resolved and the amended plan re-approved. The Guide Design — our design of the physical guide that goes to print — is our own work product and is not subject to your approval; if you request confirmation of it before printing, we provide screenshots and any confirmation you give joins the Case record.

10.3 Plan approval is yours alone. Only the treating Practitioner may approve a Treatment Plan. Approval cannot be delegated, and there is no override or "break-glass" approval by us or by an administrator. The Guide Design (stage 2) is not a matter for your approval (clause 10.2).

10.4 Regulatory status of the Product. The Product is a personalised medical device manufactured to your patient's anatomy, its Guide Design implementing your Approved Plan, supplied under the TGA's personalised medical device framework as either a custom-made or a patient-matched medical device according to the classification that applies. We supply each Product under the regulatory pathway actually available for that classification — which, for a patient-matched device, may include the transitional exemption from ARTG inclusion available for patient-matched devices until 1 July 2029 and, where its conditions are met, the low-volume exemption for the first units of a kind supplied in a financial year; and, for a custom-made device, the custom-made-device exemption from ARTG inclusion. We do not represent the Product as "TGA approved," "ARTG registered," or CE-marked, and exemption from ARTG inclusion is not exemption from regulation (the Essential Principles and advertising rules still apply). Manufacturer's documentation depends on the pathway: for a custom-made device, a written statement addressing the Essential Principles accompanies the device on supply, signed and dated by a person authorised by us; for a patient-matched device, the corresponding documentation is maintained and provided on request. The Account & Services Agreement (its clause 3) governs these regulatory matters in full.

10.5 Late approval affects timing. Turnaround times run from the Business Day after we receive and verify all required files and the prescription; the time a Treatment Plan waits for approval is excluded from the turnaround clock. Any delivery date is an estimate only, recalculated after approval; late approval may move it out and may affect delivery reliability, but no delivery date is a fixed or deterministic (for example day-for-day) commitment. The plan-hold and credit-forfeiture rules that apply to long-unapproved cases are set out in the Account & Services Agreement and in the notices we send you.

10.6 Consumer guarantees and liability are dealt with in clauses 12 and 13 and, in more detail, in the Account & Services Agreement.

11. Availability of the Platform

11.1 We aim to keep the Platform available but provide it on an "as is" and "as available" basis. We do not guarantee that the Platform will be uninterrupted, error-free, or free of delays.

11.2 We may modify, perform maintenance on, or change features of the Platform where we reasonably consider it necessary or appropriate (for example for security, legal, operational, or improvement reasons). We may suspend or discontinue a material part of the Platform on reasonable grounds. Where a change materially and adversely affects your use, we will give reasonable prior notice where practicable and take reasonable steps to preserve your access to manage active Orders and to retrieve records connected with them — except where we must act immediately for security, safety, legal, or regulatory reasons. Any such action will be no broader than we reasonably consider necessary for the ground relied on.

11.3 Clause 11 is subject to clause 12 — nothing in it limits any Consumer Guarantee that cannot lawfully be excluded.

12. Consumer guarantees

12.1 Certain rights and guarantees under the ACL cannot be excluded, restricted, or modified. Nothing in these Terms excludes, restricts, or modifies any Consumer Guarantee that applies to you and cannot lawfully be excluded.

12.2 Because the Platform is supplied for use in your business and is of a kind not ordinarily acquired for personal, domestic, or household use, then to the extent permitted by section 64A of the ACL and other than for a major failure, our liability for failing to comply with a Consumer Guarantee in respect of the Platform services is limited, at our election, to any one of: supplying the services again; or paying the cost of having the services supplied again.

12.3 The consumer-guarantee remedy limitation for Products (goods) is not set in these Terms, which do not govern Product supply (see clauses 3.1 and 3.3); it is set out in the Account & Services Agreement. Nothing in these Terms excludes, restricts, or modifies any Consumer Guarantee applying to a Product that cannot lawfully be excluded.

12.4 The limitation in clause 12.2 does not apply where it would not be fair or reasonable for us to rely on it, and does not affect your rights in the case of a major failure.

12.5 The warranty, remake, and adjustment terms for Products (which sit alongside these Consumer Guarantees) are set out in the Account & Services Agreement.

13. Liability

13.1 This clause is subject to clause 12. Nothing in it limits liability that cannot lawfully be limited, including liability under a Consumer Guarantee or for our fraud, dishonesty, or wilful default. The limitations in this clause 13 have been drafted to the UCT-compliant patterns and to be no broader than reasonably necessary to protect our legitimate business interest.

13.2 To the maximum extent permitted by law, we are not liable for any indirect, incidental, special, or consequential loss, or for loss of profits, revenue, goodwill, or data, arising out of or in connection with the Platform or these Terms, whether in contract, tort (including negligence), or otherwise. This clause 13.2 does not exclude liability for personal injury or death, for loss to the extent caused by our breach of our confidentiality or privacy obligations or by a failure of our security safeguards, or for any liability that cannot lawfully be excluded.

13.3 To the maximum extent permitted by law, and other than for the liabilities carved out in clause 13.2 (personal injury or death, and privacy/confidentiality/security-failure liability) and amounts payable under clause 12, our total aggregate liability arising out of or in connection with the Platform and these Terms is limited to the total fees paid by the Customer (clause 2.5) to us in the 12 months before the event giving rise to the liability. Where Platform access is not separately charged in that period, this cap operates as a proportionate ceiling reflecting the non-priced nature of Platform access, and does not limit any liability that cannot lawfully be capped. This cap does not apply to: (a) liability under a Consumer Guarantee or other non-excludable ACL right; (b) liability for death or personal injury caused by our negligence; (c) liability for our breach of our privacy or confidentiality obligations or a failure of our security safeguards (clause 8); or (d) liability for our fraud, dishonesty or wilful default. The Account & Services Agreement carries a separate per-Case cap for Product supply (its clause 12.6).

13.4 We are not liable for delay or failure caused by matters beyond our reasonable control, including third-party couriers, incomplete or inaccurate files or instructions you provide, internet or hosting outages, third-party software or cloud-service failures, or other force-majeure events — provided that, for a third-party software or cloud-service failure, this relief applies only where the failure is not caused by our own fault, we selected the provider with reasonable care, and we give you prompt notice of the failure and take reasonable steps to mitigate it and to maintain continuity. If a material failure of such a service persists beyond 10 Business Days, either party may cancel an affected Order without charge, and we refund any amounts you have prepaid for work not performed on that Order. This does not affect accrued payment or remedy rights.

14. Trustee limitation of liability

14.1 We enter into these Terms solely in our capacity as trustee of the Iatsukha Family Trust (the Trust) and in no other capacity.

14.2 Our liability under or in connection with these Terms is limited to, and can be enforced against us only to the extent of, our right of indemnity out of the assets of the Trust from time to time, except to the extent that our right of indemnity is reduced as a result of our own fraud, dishonesty, or wilful default.

14.3 No person may bring a claim against us in our personal capacity or against our other assets, except to the extent of any liability arising from our fraud, dishonesty, or wilful default.

15. Suspension and termination

15.1 By you. You may stop using the Platform and ask us to close your Account at any time by contacting support@prodigident.com.au. Closure does not affect Orders already in progress or amounts owed, which continue under the Account & Services Agreement.

15.2 By us. We may suspend or terminate your access to the Platform, or an individual Account, acting reasonably and proportionately to the ground relied on and — where practicable and where doing so does not create a legal, security, safety, or regulatory risk — giving you notice and a reasonable opportunity to remedy the matter first, if:

(a) you breach these Terms or the Account & Services Agreement;

(b) we are required to do so by law or professional/regulatory obligation;

(c) we reasonably suspect unauthorised, unlawful, or unsafe use of the Platform or your Account;

(d) your eligibility (for example AHPRA registration) can no longer be verified; or

(e) an invoice remains overdue as described in clause 9.3 (in which case new ordering may be blocked while the Account otherwise remains open).

15.3 Blocked, suspended and closed — the account vocabulary. These are three distinct account conditions:

(a) the overdue-ordering block (clauses 9.3 and 15.2(e)) stops the placing of new Orders while an invoice is overdue, but the Account otherwise remains open: the Customer keeps access, can view its Cases and records, and can pay outstanding invoices. A block is not a Suspension. We lift a block once the overdue amount is paid;

(b) Suspension is a full stop on Platform access, and closure ends the account relationship. Because we do not suspend or close an Account while a balance is owing, suspension or closure is possible only at a zero balance — for example for a legal or regulatory reason, or serious or repeated breach, or at the Customer's request — and never as a debt-collection step against an outstanding balance;

(c) where we suspend an Account we will ordinarily record a reason and will, where practicable and lawful, preserve the access reasonably needed to manage Orders already in progress and to retrieve records connected with them, except where the ground makes continued access unsafe or unlawful. Neither suspension nor closure deletes records we are required to retain. We may reactivate a suspended Account at our discretion once the cause is resolved.

Apart from the overdue-ordering block, we do not currently offer any other restricted or read-only tier between fully active and suspended.

15.4 Effect of termination. On termination, your licence to use the Platform ends and you must stop using it. Clauses that by their nature should survive (including clauses 7, 8, 12, 13, 14, 16, and 17) survive termination. Handling and retention of your data after termination are governed by the Privacy Policy.

15.5 Orders in progress. Termination of Platform access does not by itself cancel Orders already accepted; those are dealt with under the Account & Services Agreement.

16. Changes to these Terms

16.1 We may update these Terms from time to time, for example to reflect changes in the Platform, our business, or the law.

16.2 Re-acceptance on version change. The re-acceptance mechanism depends on the nature of the change:

(a) Material change — a change to fees, liability, payment terms, credit, intellectual property, or another term that materially and adversely affects you: we give at least 30 days' written notice (by email and in the Platform) before the new version takes effect, present the new version for review, and record a fresh acceptance event (a new document identifier, content hash, version, timestamp, and user id). Until you accept, the new version does not apply to you; and the placing of new Orders is hard-blocked until you accept it. If you do not wish to accept a material change, you may close your Account without penalty by notice given before the new version takes effect (subject to accrued rights and Orders already in progress).

(b) Minor change — a non-operative correction or clarification that does not change any right or obligation (for example fixing a typographical error, updating a cross-reference or a contact detail, or clarifying wording without altering its effect): we may make it effective on publication, with a changelog notice of what changed. Any change that is operative — one that alters a right or obligation — is not a minor change and takes effect only under the material-change path in clause 16.2(a), by your express acceptance.

An operative or material new version does not apply retroactively and is not deemed silently accepted; the version you last accepted continues to apply until you accept the new one. We record which mechanism (material or minor) was used for each version. Re-acceptance of an operative change is enforced by the Portal through express acceptance; there is no "continued use = acceptance" mechanism.

16.3 We will keep prior versions and their acceptance records so that we can identify which version applied to you at any given time.

16.4 The version published on the Platform and identified by its version label is the version currently offered for acceptance. The version that is binding on you is the version you last accepted; the Platform records that version and, where practicable, displays it to you separately, so that the version offered and the version binding on you are not confused. A newly published version does not bind you until you accept it under clause 16.2.

17. General

17.1 Governing law. These Terms are governed by the laws of Queensland, Australia. You and we submit to the non-exclusive jurisdiction of the courts of Queensland and the courts able to hear appeals from them.

17.2 Complaints and contact. For any question or complaint about the Platform or these Terms, contact us at support@prodigident.com.au. We aim to respond within 30 days. Privacy complaints follow the process in the Privacy Policy, including escalation to the Office of the Australian Information Commissioner (OAIC).

17.3 Dispute resolution. Before starting court proceedings (except for urgent injunctive relief), a party must notify the other in writing of the dispute, in the first instance to us at support@prodigident.com.au, and the parties must try in good faith to resolve it, including by a meeting of appropriately authorised representatives. Mediation (for example through the Queensland Law Society or an agreed mediator) is available if the parties agree, but is not a mandatory pre-condition to commencing proceedings. This clause does not prevent a party from seeking urgent injunctive relief.

17.4 Entire agreement. These Terms are the entire agreement between you and us about access to and use of the Platform and your Account. The Account & Services Agreement is a separate contract governing the ordering, supply and manufacture of Products; the Privacy Policy governs privacy practices; and the Price List governs Fees. Together with those documents and any surviving practice-level agreement, these Terms record the whole arrangement between you and us, and any inconsistency between them is resolved solely under the order of precedence in clause 3.5 — these Terms do not incorporate the Account & Services Agreement into, or convert it into part of, the Platform-access agreement. These Terms supersede any earlier placeholder text or representation about the Platform, and you acknowledge that any prior "Portal Terms of Use" placeholder published or referenced before this version took effect was expressly non-binding and created no agreement.

17.5 Severability. If any part of these Terms is found to be invalid or unenforceable, it is severed and the rest continues to apply.

17.6 No waiver. A failure or delay by us in exercising a right is not a waiver of it.

17.7 Assignment. Neither party may assign or novate these Terms without the other's prior written consent (not to be unreasonably withheld or delayed), except that we may assign or novate these Terms to an affiliate, or in connection with a sale of the whole or substantially the whole of our business, on notice to you. This mutual formulation, with a limited affiliate/sale-of-business carve-out, is intended to be reasonably necessary to protect our legitimate interest in business continuity and not to be an unfair term under the Unfair Contract Terms regime.

17.8 Notices. We may give you notices through the Platform or by email to the address on your Account. You may give us notice at support@prodigident.com.au.

17.9 No third-party rights. These Terms do not create rights enforceable by anyone who is not a party, except that clause 14 may be relied on by the Trust and its beneficiaries.