Treatment Setup Services Agreement
Last Updated: 21 December 2022
This non-exclusive Treatment Setup Services Agreement (“TSA”) sets forth the terms and conditions pursuant to which EON DENTAL JORDAN (FREE ZONES) a limited liability corporation registered with the Jordan Free and Development Zones Group under registration number 2942 (“Eon Dental”) will provide Treatment Setups to the Purchaser. This TSA shall govern the contractual relationship between Eon Dental and Purchaser, along with the Product Supply Agreement (“PSA”), and the Software License Agreement (“SLA”). If any term in this TSA conflicts with a term in the PSA or the SLA, then the TSA shall prevail.
Capitalized terms not defined herein shall, unless otherwise indicated herein, have the same meanings ascribed to them in the PSA and SLA. The following terms will have the following meaning (words importing the singular include the plural and words importing the plural include the singular):
“Refinement” means additional aligners to a Case Order based on a new Treatment Setup that, in Eon Dental’s absolute and sole discretion, does not change the initial treatment goal of final teeth position of that same Case Order.
2.1.
The Purchaser agrees to purchase from EON Dental, and EON Dental agrees to provide and sell to the Purchaser, Treatment Setups in accordance with the terms and conditions set out in this TSA.
3.1.
The Purchaser shall provide Eon Dental an order for Treatment Setups (“TS Order”). The Purchaser shall place TS Orders and Patient Data through the Platform accessed through login details or APIs provided by EON Dental to the Purchaser
3.2.
For each TS Order, EON Dental shall produce and deliver the following Treatment Setups after receiving the Patient Data:
(i) Three (3) Treatment Setups for the original Case Order;
(ii) One (1) Treatment Setup for a Refinement.
Thereafter, the Purchaser may place orders for individual an Treatment Setup.
3.3.
A TS Order shall take effect at the date and time the Purchaser places the Patient Data in accordance with 3.1 and constitutes an official purchase order instructing EON Dental to produce and deliver the Treatment Setup, after which time the terms and conditions in Article 3.4 below apply.
3.4.
If a Customer cancels a TS Order for any reason whatsoever:
(i) Before EON Dental has produced and delivered the first Treatment Setup, then no cancelation fees shall apply;
(ii) After EON Dental has produced and delivered the first Treatment Setup, then EON Dental shall charge the full price of the TS Order;
4.1.
Subject to the terms and conditions of this TSA, EON Dental shall use commercially reasonable efforts to deliver the Treatment Setup in accordance with the following:
(i) Indicate if the Patient Data is in the form and quality acceptable to EON Dental in its absolute and sole discretion (“Patient Data Acceptance”): no later than one (1) Business Day of receiving the Patient Data;
(ii) Produce and deliver the Treatment Setup:
1. No later than three (3) Business Days after Patient Data Acceptance, or
2. No later than two (2) Business Day after a preceding Treatment Setup has been rejected by the Purchaser.
5.1.
All prices for the Treatment Setups are stated in the Proposal unless otherwise agreed between the Parties.
5.2.
Parties acknowledge that during the term of this TSA Eon Dental shall have the right to change the prices charged to the Purchaser from time to time without the prior approval of the Purchaser.
6.1.
This TSA takes effect on the date the Purchaser first makes a TS Order and shall remain effective until the validity shown in the Proposal or terminated as provided herein.
6.2.
This TSA may be terminated by either Party at any time for any reason whatsoever and without providing said reason to the other Party by giving a written termination notice to the other Party of no less than thirty (30) days.
