Terms and Conditions for Professionals

1. About this document and the contractual structure

This document (hereinafter referred to as the "Terms") sets out the conditions under which Perioskoup SRL supplies to dentists and dental clinics the Perioskoup digital platform, comprising the professional web platform, the mobile application and the associated services (jointly referred to as the "Services").

Together with the Terms, the following documents form an integral part of the contract between the parties (hereinafter referred to as the "Agreement"):

• the Data Processing Agreement (hereinafter referred to as the "DPA"), which governs the processing by Perioskoup, in its capacity as processor, of your patients' personal data;
• the Acceptable Use Policy, which defines the conduct permitted and prohibited in the use of the Services;
• the List of Sub-processors, published and updated at https://perioskoup.com/legal/subprocessors;
• the Privacy Notice concerning the processing of professional users' data, which explains how Perioskoup processes, in its capacity as controller, your own data;
• the Annex on minimum clauses towards patients, which sets out the information and clarifications that you are obliged to include in your own contractual documents with patients, pursuant to Section 9.

In the event of an inconsistency between the documents, the DPA shall prevail as regards the processing of personal data, and the Terms shall prevail as regards all other matters. The Agreement is concluded in electronic form. If a separately signed contract exists between you and Perioskoup, that contract shall prevail over this document.

2. The contracting parties and the conclusion of the Agreement

When we say "Perioskoup", "we" or "the Operator", we mean Perioskoup SRL, a company registered in Romania, with its registered office in Buzău, strada Victoriei nr. 20, CUI 52008589, registered with the Trade Register under no. J2025044486009 (EUID: ROONRC.J2025044486009), e-mail: contact@perioskoup.com.

When we say "you" or "the Client", we mean the dentist, the individual practice, the professional company or the clinic that you represent upon acceptance of the Agreement. The person who accepts the Agreement represents and warrants that they have the authority to bind the Client.

The Agreement is deemed concluded on the date on which you perform the first of the following actions: creating the professional account, purchasing a subscription, or using the Services or inviting other persons to use them (hereinafter referred to as the "Effective Date"). Acceptance is expressed by ticking the corresponding box or by another unequivocal act of acceptance.

The Services are intended exclusively for professionals within the meaning of art. 3 alin. (2) din Codul civil [art. 3 para. (2) of the Romanian Civil Code]. By accepting the Agreement you confirm that you are acting within the framework of your professional activity. The right of withdrawal provided for consumers by OUG nr. 34/2014 [Government Emergency Ordinance No. 34/2014 on consumer rights in contracts concluded with professionals] does not apply to this Agreement.

3. Verification of identity and of professional standing

The Services intended for professionals may be used only by dentists holding the right of independent practice and by the entities within which they exercise their profession. We reserve the right to request from you, upon creation of the account or subsequently, proof of identity and of professional standing, including the certificate of membership of the Colegiul Medicilor Stomatologi din România [the Romanian College of Dentists] and evidence of the annual authorisation to practise the profession, and, in the case of clinics, the applicable operating authorisations.

Failure to provide the requested evidence within a reasonable period entitles us to suspend the account until the matter is clarified and, if it is not remedied, to terminate the Agreement pursuant to Section 12. The documents provided for this purpose are processed under the conditions of the Privacy Notice for Professionals.

4. Provision of the Services

4.1. The professional account and its security

Upon registration you must provide accurate and complete information and update it whenever it changes. You are solely responsible for maintaining the confidentiality of the authentication credentials and for all activities carried out through your account. You must inform us without delay if you have grounds to believe that the authentication credentials have been compromised or that unauthorised access has occurred. We reserve the right to indicate to you reasonable measures for securing the account, which you are obliged to implement.

4.2. Maintenance and availability

We carry out maintenance work for the security and performance of the Services. We make reasonable efforts to ensure that such work does not adversely affect the availability of the Services. For scheduled work which could affect functionality for more than one day, we will send a notice at least one day in advance. Emergency work may be carried out without prior notice.

4.3. Modification, suspension and discontinuation of the Services

We develop the Services continuously and may modify, suspend or discontinue certain functionalities. In the event of discontinuation of the Services or of a modification which adversely affects essential functionalities, we will send a reasonable notice, so that you are able to export your data. In such a case, if you hold a paid subscription, we will refund on a pro rata basis the fees corresponding to the period during which you were unable to use the Services.

4.4. Sub-processors and third-party suppliers

For the provision of the Services we use third-party suppliers, including hosting services and artificial intelligence services. Their identity, role and location are detailed in the List of Sub-processors, and the conditions for having recourse to them in respect of your patients' data are governed by the DPA. Payments are processed by Stripe, which acts as an independent controller in respect of payment data.

4.5. Security — shared responsibility model

We are responsible for the security of the infrastructure of the Services, including system updates, vulnerability management and data storage, in accordance with the technical and organisational measures described in Annex 2 to the DPA. You are responsible for the security of your own working environment, including the devices and networks used to access the Services, the management of access by your own personnel, the correct assignment of permissions and the confidentiality of the connection codes communicated to patients.

5. The role of the platform and professional responsibility

Perioskoup is a software tool for communication, organisation, documentation and education. The platform does not provide medical services, does not establish diagnoses, does not prescribe or recommend treatments and does not intervene in the healthcare relationship between you and your patients. The platform is not a medical device within the meaning of Regulation (EU) 2017/745 and has not been subjected to a conformity assessment thereunder.

All outputs generated by the artificial intelligence components of the platform, including analyses, summaries, transcriptions and treatment plan suggestions, are of an informative and documentary-support nature. They do not constitute a medical act, a diagnosis or a medical recommendation and cannot, on their own, form the basis of any clinical decision.

As a dentist, you exercise your professional judgement independently. The decision regarding the diagnosis, the treatment plan and any recommendation addressed to the patient belongs exclusively to you, together with the entire professional liability for the medical act, pursuant to Legea nr. 95/2006 [Law No. 95/2006 on healthcare reform] and to the deontological rules of the profession. You are obliged to verify the accuracy, completeness and usefulness of any information generated or intermediated by the platform before using it in your clinical activity, and not to base your decisions exclusively on such information.

Perioskoup is not liable for the medical decisions, diagnoses, recommendations or treatments which you establish, including where these have been formulated using the information or the tools made available through the platform. This clause does not limit Perioskoup's liability for the functioning of the platform as a software product, for wilful misconduct or gross negligence, nor any other forms of liability which cannot be limited under the law.

The platform is not intended for medical emergency situations and must not be used for the management thereof.

6. Artificial intelligence functions and transparency

The Services include functions based on artificial intelligence systems, including document processing, transcription of voice recordings, summarisation and the conversational assistant. In accordance with Regulation (EU) 2024/1689, the content generated by these systems is marked visibly, by means of the "AI-generated" label, and in a machine-readable format, by means of embedded metadata.

You undertake not to remove, conceal or alter the markings and labels applied to content generated by artificial intelligence. If you use such content outside the platform, you are obliged to preserve the markings or, where this is not technically possible, to inform the recipients that what they have before them is content generated or assisted by artificial intelligence, to the extent required by law.

The artificial intelligence functions may be enabled or disabled from the account settings, to the extent that the Services permit this. The use of functions which involve the transmission of data to the artificial intelligence suppliers listed in the List of Sub-processors constitutes a processing instruction within the meaning of the DPA.

Your patients' data are not used for the training of artificial intelligence models, as provided in the DPA.

7. End users

7.1. The administrator and the team members

The first registered user of your account is deemed to be the administrator and your authorised representative, and their actions are deemed to be the actions of the Client. The administrator may manage the subscription, may add or remove team members, may set permissions and may manage the data in the account. Depending on the subscription plan, the addition of members may generate additional costs. You are liable for all actions of the users whom you have added to the account and for their compliance with the Agreement, including with the Acceptable Use Policy.

7.2. Connected patients

The Services allow your patients to be connected to the account by means of connection codes. The relationship between Perioskoup and the patient, as regards the patient's own account in the mobile application, is governed by the Terms and Conditions for Users and by the Privacy Policy of the application, under which Perioskoup acts as controller. The data which you upload or create in relation to patients, including records, anamneses, medical documents and treatment plans, remain Client Data within the meaning of Section 8 and are processed by Perioskoup in its capacity as processor, in accordance with the DPA.

Accounts for minor patients may be created only at your initiative, in your capacity as attending practitioner, and only with the explicit and verifiable consent of the parent or of the legal representative. You are obliged to obtain and to be able to prove such consent before connecting a minor patient.

7.3. Minimum age

The Services intended for professionals may not be used by persons under 18 years of age. You are responsible for compliance with this requirement by the users added to your account.

8. Intellectual property and Client Data

8.1. Our rights

Subject to compliance with the Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Services for the duration of the Agreement, exclusively for the internal purposes of your professional activity and within the limit of the number of users corresponding to the subscription plan. You are not entitled to reproduce, distribute, decompile, reverse-engineer, modify, sublicense, sell, lease or otherwise transfer any component of the Services. All intellectual property rights over the Services, the trade mark, the logo and Perioskoup's own content belong exclusively to us.

8.2. Client Data

We refer to as "Client Data" all data, including texts, files, images, audio recordings, documents and other information, which you upload, store, transmit or process through the Services. You retain all rights over the Client Data.

You grant us a limited, non-exclusive and royalty-free licence to host, access, use, process, copy, transmit and display the Client Data, exclusively to the extent necessary for: providing, maintaining, securing and improving the functioning of the Services for you, preventing or resolving technical and security problems, executing your instructions regarding the functions of the Services, and complying with our legal obligations. The licence extends to our sub-processors exclusively for the same purposes. For the avoidance of any doubt, Client Data which contain personal data are processed exclusively under the conditions of the DPA, which prevails over this section, and the Client Data are not used for the training of artificial intelligence models.

You are responsible for the lawfulness of the Client Data and you declare that you hold all the rights, consents and authorisations necessary for their processing through the Services, including in respect of patient health data, for which you act as controller in accordance with the DPA.

8.3. Generated Content

We refer to as "Generated Content" any content produced by the Services from, or with the use of, the Client Data, including transcriptions, summaries, structured documents and treatment plan suggestions. As between the parties, the Generated Content belongs to you and is treated as Client Data, subject to the qualification that the markings concerning generation by artificial intelligence form part of the Generated Content and may not be removed, pursuant to Section 6.

8.4. Aggregated and anonymous data

We may generate and use statistical, aggregated or irreversibly anonymised information derived from the use of the Services, which does not permit the identification of any natural person nor of the Client, for the operation, improvement and promotion of the Services. Such information does not constitute Client Data and does not include identifiable clinical content.

8.5. Feedback and references

The suggestions and feedback which you send us may be used by us without restriction and without obligations towards you. With your prior consent, we may use the Client's name and logo as a reference in presentation materials.

9. Health data and relations with patients

9.1. Health data

We acknowledge that the Client Data include health data, which constitute a special category of personal data within the meaning of art. 9 of Regulation (EU) 2016/679. In your capacity as controller of these data, you are obliged to ensure the existence of an adequate legal basis for the processing, as a rule art. 9 para. (2) point (h) of the same regulation, to inform patients appropriately about the use of the platform, and to comply with all the obligations incumbent upon you under data protection legislation. The processing of these data by Perioskoup is carried out exclusively under the conditions of the DPA.

9.2. Minimum clauses towards patients

The use of the platform in relations with patients presupposes that they are correctly informed about the nature of the tool, about your exclusive role in the medical act and about the processing of data. To this end, you are obliged to include in your own contractual and information documents addressed to patients, including terms and conditions, medical services contracts or consent forms, the information and clarifications contained in the Annex on minimum clauses towards patients, before connecting patients to the platform or uploading their data.

The clauses in the Annex are of a minimum nature and may be adapted terminologically to your documents, without altering their substance. They are designed as information notices and clarifications of role, and not as exclusions of liability, and they do not relieve you of the obligation to ensure the compliance of your own documents with the applicable legislation, including consumer protection legislation. At our request, you will provide evidence of the inclusion of the minimum clauses in your documents.

Failure to fulfil the obligations under this section constitutes a breach of the Agreement and triggers the application of Section 13.4 concerning indemnification, including for patient claims directed against Perioskoup which could have been avoided by the inclusion of the minimum clauses. We may update the Annex with 15 days' prior notice, in particular in order to align it with legislative changes, and you will reflect the updates in your own documents within a reasonable period, which will not exceed 30 days.

10. Subscriptions and payment

10.1. The order and the subscription plans

The Services are offered on a subscription basis. The subscription is initiated by placing an order through the Services or by another agreed method, which will indicate the plan selected, the duration, the number of users and the applicable fees. Prices are displayed in EUR and do not include VAT, which is shown separately on the invoice. We reserve the right to accept or to refuse an order.

10.2. Payment and invoicing

Payments are made in advance and are non-refundable, save for the exceptions expressly provided in the Agreement. You must provide accurate and complete billing information. Payments are processed through Stripe, and invoices are issued electronically and sent to the e-mail address of the account.

10.3. Automatic renewal

Subscriptions renew automatically for successive periods equal to the preceding period, at the price applicable on the renewal date, unless you cancel the renewal before that date, from the account settings. For continuity of service, you authorise us to debit the registered payment instrument with the amount due upon renewal.

10.4. Change of plan and of fees

You may move to a higher plan at any time, the price difference being calculated on a pro rata basis for the remainder of the subscription period. A move to a lower plan takes effect from the following billing period. We may revise the fees with at least 30 days' prior notice. If you do not accept the new fees, you may terminate the Agreement before they enter into force, and continued use of the Services after that date constitutes acceptance thereof.

10.5. Non-payment

In the event of non-payment, we will send you a notice requesting payment of the outstanding amounts within 15 days. Upon expiry of this period, the account may be placed in a limited access regime, of a read-only type, until payment in full. Placing the account in this regime does not relieve you of the obligation to pay the amounts due.

10.6. Trial periods and promotions

We may offer, at our sole discretion, free trial periods or promotions, under the conditions communicated at the time of the offer. If the trial period requires the registration of a payment instrument, the subscription is activated automatically upon its expiry, unless you cancel it beforehand.

11. Confidentiality

Each party shall keep confidential the information received from the other party in connection with the conclusion and performance of the Agreement which is not intended for publication, and shall disclose it only to persons who need it for the performance of the Agreement and who are bound by equivalent confidentiality obligations. The obligation does not apply to information which was known to the party prior to receipt, which is or becomes public without the fault of the party, or which is legitimately received from a third party without an obligation of confidentiality. If a party is required by law or by order of an authority to disclose confidential information, it shall notify the other party in advance, to the extent permitted by law, shall disclose only what is strictly necessary and shall cooperate reasonably in order to protect confidentiality. The confidentiality obligations survive the termination of the Agreement.

12. Duration, termination and amendment of the Agreement

12.1. Duration

The Agreement is concluded for an indefinite duration, from the Effective Date until the deletion of the account or the termination of the Agreement pursuant to this section.

12.2. Termination by the Client

You may terminate the Agreement at any time, by deleting the account from the administration interface or by a request sent to contact@perioskoup.com. Termination does not give rise to a right to a refund of the fees paid for the current period, save for the exceptions expressly provided in the Agreement, and the Services remain available until the end of the paid period.

12.3. Termination by Perioskoup

We may terminate the Agreement in exceptional situations, including: breach of the Agreement by you; well-founded reasons to consider that your use of the Services causes harm to us, to other users or to third parties, or infringes the law; a legal or judicial obligation to cease the provision; as well as the absence of an active subscription for a period exceeding 12 months. Before termination we will send you a notice to the e-mail address of the account, granting a cure period of 15 days and the possibility of exporting the Client Data. We will not grant a cure period in the case of serious or repeated breaches, including of the Acceptable Use Policy, where the notice would compromise the security of the Services, in the case of legal prohibitions, or where there would be a risk of harm to third parties.

12.4. Effects of termination

Upon termination of the Agreement, the right of access to the Services ceases. We make available to you the possibility of exporting the Client Data for 30 days from termination, after which the data are deleted under the conditions of the DPA. Termination does not relieve you of the payment of the amounts due for the preceding period. The provisions which by their nature survive termination, including those concerning intellectual property, confidentiality, liability and applicable law, remain in force.

12.5. Amendment of the Agreement

We may update the Agreement for reasons such as legislative changes, requirements of the authorities, the evolution of the Services or the prevention of abuse. Material amendments will be notified to you by e-mail or through the Services at least 15 days before their entry into force, with the exception of amendments imposed by legal or security emergencies, which may enter into force immediately. If you do not agree with the amendments, you may terminate the Agreement before their entry into force. Continued use of the Services after their entry into force constitutes acceptance of the amendments.

13. Warranties and liability

13.1. Warranties

We provide the Services with reasonable professional diligence and skill. To the maximum extent permitted by law, the Services are provided "as is" and "as available", without warranties as to uninterrupted operation, absence of errors or suitability for the specific requirements of your activity. Please notify us of the errors identified, and we will make reasonable efforts to remedy them.

13.2. Limitation of liability

Neither party is liable for lost profits, losses of data caused by the other party, losses of opportunity or other indirect damages, to the extent permitted by law. Perioskoup's total liability for damages arising out of or in connection with the Agreement is limited to the greater of the fees paid by you for the Services in the last 12 months preceding the damaging event and the amount of 10,000 EUR. These limitations do not apply to liability for wilful misconduct or gross negligence, for death or personal injury, nor to other forms of liability which cannot be limited under the law. The limitations of liability applicable to the processing of personal data are those provided in the DPA and in this section, without prejudice to the rights of data subjects provided by law.

13.3. Force majeure

Neither party is liable for the non-performance of obligations caused by events outside its reasonable control, including large-scale cyber attacks, failures of infrastructure suppliers, strikes, natural disasters or measures of the authorities. The affected party will notify the other party and will resume performance as soon as possible. If the event lasts more than 60 days, either party may terminate the Agreement by written notice.

13.4. Indemnification

You will indemnify us for the damages, costs and reasonable expenses, including fines and penalties imposed by authorities, suffered as a result of your breach of the Agreement, of the unlawful use of the Services or of the breach of the obligations incumbent upon you in your capacity as controller of patient data.

14. Applicable law and dispute resolution

The Agreement is governed by Romanian law. The parties will attempt the amicable resolution of any dispute within 30 days from the notification thereof. In the absence of an amicable solution, disputes will be resolved by the competent courts of the place of Perioskoup's registered office.

15. Final provisions

The Agreement constitutes the entire agreement of the parties with respect to its subject matter and supersedes any prior understandings. You may not assign the rights and obligations under the Agreement without our written consent. Either party may assign the Agreement to an affiliate or in the context of a merger, acquisition, reorganisation or sale of assets, with notice to the other party. The failure to exercise a right does not constitute a waiver thereof. Notices are validly sent in writing, by e-mail, to the address of your account and to contact@perioskoup.com respectively. If a clause is declared null or inapplicable, the remainder of the Agreement remains in force, and the clause will be replaced with a valid one, as close as possible to the initial intention of the parties.