1. B2B NATURE OF THE RELATIONSHIP
1.1. The Service is intended exclusively for individuals or legal entities acting in the framework of a commercial, professional or business activity. The relationship between the User and the PROVIDER is balanced, peer-to-peer, professional and business-oriented (B2B), and is governed by the rules of the Código Civil y Comercial de la Nación applicable to peer agreements between companies (sections 957 et seq.), with the express exclusion of the protective regime of Ley 24.240 of Consumer Protection, insofar as the User's activity excludes them from the category of final consumer or user.
1.2. The User declares and warrants that they use the Service to integrate it into their own production, marketing or service-provision processes, and not as a final recipient in the terms of section 1 of Ley 24.240.
2. PURPOSE
2.1. Dentu is management software in Software as a Service (SaaS) mode aimed at dental prosthesis laboratories and related businesses, accessible remotely via cloud infrastructure. The Platform allows, among other functions, the management of work orders, assignment of technicians, supply control, monitoring of production stages, communication with dentists and generation of operational reports.
2.2. The PROVIDER does not provide dental, prosthetic, clinical, healthcare or manufacturing services. The Platform is a technological tool to support management and in no case replaces the User's own professional judgment, technical assessment, diligence or supervision.
2.3. The Software is provided "AS IS" and "AS AVAILABLE". The PROVIDER does not warrant that the Software will be fit for the particular, commercial, productive or strategic purposes pursued by the User, nor that its use will produce specific economic, operational or competitive results. The selection, fitness assessment and decision to implement are the exclusive responsibility of the User.
2.4. The PROVIDER's performance constitutes an obligation of means, not of result, in the terms of section 774 subsection "a" and related provisions of the Código Civil y Comercial de la Nación.
3. CAPACITY AND REGISTRATION
3.1. To use the Platform, the User must be a natural person over 18 years of age with legal capacity to enter into agreements under the Código Civil y Comercial, or a legal entity duly incorporated and represented by a person who can prove sufficient authority.
3.2. Registration requires truthful, accurate and up-to-date information. The User is responsible for the confidentiality of their access credentials and for any activity carried out under their account. The PROVIDER may suspend or cancel accounts if it detects false data, identity impersonation or uses contrary to these Terms.
4. COMMERCIAL CONTRACTING
4.1. Productive use of the Platform is implemented through the execution of a SaaS Services Agreement (the "Master Agreement") and its Annexes (Technical and Economic), the particular conditions of which (price, functional scope, number of users, term, billing terms) shall be agreed in writing and signed by the User and the PROVIDER, by handwritten signature, digital signature in accordance with Ley 25.506, or acceptance by electronic means in the terms of sections 286, 287 and 288 of the Código Civil y Comercial.
4.2. In the event of any discrepancy between these Terms and the Master Agreement signed between the parties, the Master Agreement shall prevail with respect to the User that has executed it.
4.3. Invoicing shall be issued in accordance with the terms agreed in the Master Agreement. Failure to pay on time shall result in default as a matter of law, without the need for judicial or extrajudicial demand, accruing the punitive interest and consequences set forth in the Master Agreement.
5. LICENSE OF USE
5.1. The PROVIDER grants the User a non-exclusive, non-transferable, revocable and time-limited license to access and use the Platform exclusively for the User's internal and operational purposes, in accordance with these Terms and the Master Agreement.
5.2. It is expressly and absolutely prohibited to: (a) reverse engineer, decompile or disassemble the Software, except in the cases mandatorily permitted by law; (b) modify, adapt, translate, create derivative works or unauthorized copies; (c) remove, alter or obscure intellectual property notices; (d) sublicense, resell, assign, lease or commercialize access to the Platform to third parties without express written authorization from the PROVIDER; (e) use the Software to develop competing products or services; (f) use the trademarks, logos or trade name of the PROVIDER or of "Dentu" without express written authorization; (g) use the Platform for unlawful, fraudulent, immoral purposes or that infringe the rights of third parties; (h) introduce malicious software or take actions that compromise the security or availability of the Service; (i) extract data through scraping, bots or unauthorized automated means.
6. INTELLECTUAL PROPERTY
6.1. The Dentu Platform, including without limitation its source and object code, architecture, interfaces, structural databases, algorithms, technical documentation, manuals, trademarks, logos, trade names, domains and any element that comprises it, are and shall remain at all times under the exclusive ownership of EUCALYPTUS AR S.A.S., and are protected by Ley 11.723 on Intellectual Property, its amending and supplementary regulations, and by the applicable international treaties.
6.2. This Agreement does not imply assignment, transfer or waiver of any intellectual property right in favor of the User; the User is only granted the license of use defined in clause 5.
6.3. The data uploaded, generated or processed by the User through the Platform ("Customer Data") is and shall remain the User's exclusive property. The PROVIDER shall process it exclusively for the provision of the Service and in accordance with the Privacy Policy.
6.4. Any improvement, correction, functional evolution, patch, update or new development of the Platform, even if suggested or requested by the User, shall be the exclusive property of the PROVIDER, without the User acquiring any right beyond the license of use in force.
7. USER RESPONSIBILITY FOR DATA AND OPERATION
7.1. The User declares and warrants that they have all the legal bases, authorizations, consents and clearances necessary to upload to the Platform the personal data of patients, dentists, employees and third parties, in accordance with Ley 25.326 on Personal Data Protection, its Regulatory Decree 1558/2001, the resolutions of the Agencia de Acceso a la Información Pública (AAIP) and other concordant regulations.
7.2. The User is responsible for informing the data subjects whose personal data is processed through the Platform about the purpose of the processing, the recipients, their rights of access, rectification, updating, deletion and opposition, and the other particulars required by section 6 of Ley 25.326. The User is also responsible for keeping the registration of their databases with the National Registry of Personal Databases up to date when applicable, and for responding to the AAIP, to data subjects and to any third party for any consequence arising from their status as data controller.
7.3. Health-related data (including medical records, diagnosis, prosthetic treatment) constitute sensitive data under section 2 of Ley 25.326 and section 8 of Ley 26.529 on Patient Rights. The User assumes full responsibility for compliance with the rules applicable to their processing.
7.4. The User is solely responsible for: (a) implementing and maintaining their own backup and critical-data export policies; (b) obtaining and maintaining in force the licenses, registrations, authorizations, permits and insurance applicable to their activity; (c) the business, technical, commercial, clinical and other decisions they make using the Platform; (d) validating any output, report, indicator or suggestion of the Software before using it with effects vis-à-vis third parties.
8. SERVICE AVAILABILITY AND SLA
8.1. The PROVIDER shall use its best efforts to keep the Platform available twenty-four (24) hours, seven (7) days a week, in accordance with the service level (Uptime) and measurement methodology set forth in the Technical Annex of the Master Agreement.
8.2. The following are excluded from the availability calculation: (a) scheduled maintenance windows duly notified twenty-four (24) hours in advance; (b) interruptions arising from the events of act of God and force majeure provided for in clause 9; (c) unavailability attributable to the User, their dependents, their local infrastructure, their providers or their products and services.
8.3. In the event of a verified breach of the committed Uptime level, the User's sole, exclusive and exhaustive remedy shall consist of the service credits ("Service Credits") applicable against future invoices, in accordance with the scale and claim procedure established in the Master Agreement. The User expressly and irrevocably waives the right to claim direct monetary damages, cash refunds or any other form of compensation for breach of the SLA.
9. ACT OF GOD AND FORCE MAJEURE
9.1. Neither party shall be liable for the total or partial breach of its obligations when such breach is due to an act of God or force majeure in the terms of section 1730 of the Código Civil y Comercial.
9.2. The following constitute, by way of example and not exhaustively, events of act of God or force majeure that release the PROVIDER from liability: (a) outages, interruptions, failures, degradations, suspensions or changes in the service conditions of cloud infrastructure providers or hyperscalers (Amazon Web Services, Microsoft Azure, Google Cloud Platform, Oracle Cloud, IBM Cloud, Cloudflare or others), third-party APIs, open source libraries or external components integrated into the Service; (b) general, regional or local connectivity outages or failures of carriers, ISPs, NAPs or telecommunications providers; (c) cyberattacks of any kind, including DDoS, ransomware, phishing directed at the User, exploitation of zero-day vulnerabilities, software supply chain attacks, unauthorized access originating from User credentials and social engineering; (d) widespread power outages, extreme weather phenomena, earthquakes, fires, floods and other acts of nature; (e) acts of public authority, judicial or administrative decisions, supervening regulatory changes, foreign exchange, import or technology export restrictions, international sanctions or regulatory measures; (f) armed conflicts, acts of terrorism, civil unrest, general strikes, pandemics, epidemics and other analogous events.
10. LIMITATION OF LIABILITY
10.1. Contractual foreseeability. In accordance with section 1728 of the Código Civil y Comercial, the parties declare and accept that, at the time the Agreement is entered into, the foreseeable consequences of the PROVIDER's breach are limited exclusively to direct and immediate actual damages, with the following expressly and irrevocably excluded from any indemnity payable by the PROVIDER: (a) lost profits, foregone earnings, unrealized income and loss of business opportunities; (b) indirect, mediate, incidental, special, punitive, exemplary or consequential damages; (c) loss of chance, of clientele, of goodwill, of going-concern value or of market share; (d) loss, alteration, corruption, theft or reconstruction of data, except for willful misconduct by the PROVIDER duly proven in a final judicial decision and provided that the User had complied with its backup obligations; (e) reputational damage or damage to commercial or institutional image; (f) economic, commercial or productive losses arising from the interruption of the User's operations; (g) sanctions, fines, interest, tax adjustments or professional fees that the User must bear as a consequence of its own activity.
10.2. Maximum liability cap. Exercising the freedom of contract recognized by sections 958 and 959 of the Código Civil y Comercial, the parties agree that the total aggregate liability of the PROVIDER vis-à-vis the User, for any and all matters, causes or grounds, shall under no circumstances exceed the amount equivalent to the sums actually received by the PROVIDER from the User as Service fees during the twelve (12) months immediately preceding the event giving rise to the claim, or the amount equivalent to one (1) month of fees if the relationship has been in place for a shorter period.
10.3. Essential nature. The cap and exclusions provided for constitute a contractual allocation of economic risk expressly valued by the PROVIDER for purposes of determining the Service price, and constitute an essential condition without which the PROVIDER would not have entered into this Agreement.
10.4. Mandatory legal exception. In accordance with section 1743 of the Código Civil y Comercial, the limitations and exclusions provided for herein shall not apply only in the event of willful misconduct by the PROVIDER duly proven in a final judicial decision.
10.5. Limitation period. Any action or claim against the PROVIDER arising from or connected with this Agreement must be filed within one (1) year from the date on which the User became aware or could reasonably have become aware of the event giving rise to the claim, under penalty of lapse, in accordance with section 2566 of the Código Civil y Comercial.
11. SPECIFIC EXCLUSIONS OF LIABILITY
11.1. Without prejudice to clause 10, the PROVIDER shall under no circumstances be liable for damages, losses, claims, sanctions or economic consequences arising from: (a) products, goods, services, advice, diagnoses or results that the User markets, provides, delivers or supplies to its own clients, patients or third parties, even if it has used the Platform for such purpose; (b) business, medical, clinical, commercial, financial, accounting, tax or regulatory decisions of the User, even if based on information from the Software; (c) errors, defects, flaws or inaccuracies in data uploaded or integrated by the User into the Platform; (d) use of the Platform in a manner other than as set forth in these Terms or in the documentation, including misconfigurations or unvalidated integrations; (e) failures attributable to the User's IT infrastructure; (f) willful, negligent or unauthorized conduct of employees, dependents, contractors or users of the User, including misuse of credentials; (g) compliance by the User with regulatory, healthcare, tax, labor or professional obligations incumbent upon it; (h) third-party claims against the User for acts attributable to the User; (i) loss or lack of data backup by the User; (j) economic, commercial or strategic results expected by the User.
11.2. Non-warranted features. The PROVIDER does not warrant that the Platform will be error-free, that it will operate without interruption, that it will satisfy all the specific requirements of the User, that it will be compatible with all third-party software or hardware, or that its suggestions, indicators or algorithms will produce particular results. Any functionality described in marketing materials or commercial communications that is not expressly committed to in the Technical Annex of the Master Agreement shall be merely illustrative and not enforceable.
12. USER INDEMNITY
12.1. The User undertakes to hold harmless and defend the PROVIDER, its shareholders, directors, officers, dependents, contractors and representatives against any claim, demand, action, investigation or administrative, judicial, arbitral, regulatory proceeding or proceeding of any nature initiated by any third party (including patients, customers, end users, suppliers, employees, public agencies, regulatory or tax authorities) and arising from or related to: (a) products, goods or services marketed by the User; (b) decisions, diagnoses or recommendations of the User or its dependents; (c) breach by the User of regulatory, healthcare, tax, labor or professional obligations; (d) processing of personal data in violation of Ley 25.326 where such processing originated in databases, purposes, consents or decisions of the User; (e) infringement of third-party intellectual property rights arising from content, data, trademarks or materials contributed by the User; (f) any act, omission or fact of the User, its dependents or its providers; (g) use of the Platform in violation of this Agreement or applicable regulations.
12.2. The indemnity obligation includes court costs, reasonable professional fees, judgment or settlement amounts, administrative sanctions, fines and other expenses that the PROVIDER must bear as a consequence of the claim.
13. CONFIDENTIALITY AND PROTECTION OF PERSONAL DATA
13.1. The parties mutually undertake to keep under strict confidentiality all technical, commercial, financial, operational or strategic information to which they have access by virtue of the Agreement, during its term and for the five (5) years following its termination.
13.2. When the provision of the Service involves the processing of personal data on behalf of the User, the PROVIDER shall act as data processor in accordance with Ley 25.326, its Regulatory Decree 1558/2001 and Resolución AAIP 47/2018, assuming the technical and organizational obligations provided for therein. The details of the processing are governed by the Privacy Policy, accessible from the Site footer, which forms an integral part of these Terms.
13.3. The PROVIDER may engage subprocessors, including cloud infrastructure providers and commercial management tools, imposing on them obligations equivalent to those assumed herein.
14. ELECTRONIC COMMUNICATIONS
14.1. The User expressly consents to receive notifications, invoices, reminders, contractual notices and operational communications related to the Service by electronic means, in particular at the email address declared in their account. Such communications shall have the same validity as those made through traditional means, in accordance with sections 286, 287 and 288 of the Código Civil y Comercial and with Ley 25.506 on Digital Signature.
15. MODIFICATION OF THE TERMS
15.1. The PROVIDER may modify these Terms at any time. The modifications shall be published on the Site indicating the date of update. When the changes are substantial, the PROVIDER shall notify the User by email at least thirty (30) calendar days in advance of their entry into force. Continued use of the Service after entry into force shall constitute acceptance.
16. TERMINATION
16.1. The User may close their account or terminate their Master Agreement in accordance with the procedures and notice periods established therein. Termination shall not release the User from payment of obligations accrued as of the termination date.
16.2. The PROVIDER may terminate the Agreement and suspend or cancel the User's access in the event of a serious breach of these Terms or of the Master Agreement, unlawful use of the Platform, failure to pay within the periods provided, or by judicial or administrative order.
16.3. Immediate termination shall apply, without the need for prior notice, in the event of reorganization proceedings, bankruptcy, liquidation or cessation of payments of the User.
16.4. After termination, the PROVIDER shall make the processed data available to the User for a period of thirty (30) calendar days, after which it shall be securely deleted, except for any legal retention obligation or as provided in the Master Agreement.
17. RELATIONSHIP BETWEEN THE PARTIES, ASSIGNMENT AND SEVERABILITY
17.1. The parties are independent contractors. Nothing in these Terms creates an employment, corporate, agency, mandate, franchise or representation relationship between the PROVIDER and the User.
17.2. The User may not assign the rights and obligations arising from these Terms without the prior written consent of the PROVIDER. The PROVIDER may freely assign its rights and obligations to related, controlling, controlled companies or successors through corporate reorganization.
17.3. The possible nullity or invalidity of any clause shall not affect the validity of the remaining clauses. In particular, if any judicial authority were to declare the partial invalidity of the limitations of liability set forth in clauses 10 and 11, they shall be interpreted and applied to the maximum extent permitted by applicable law.
17.4. The tolerance or non-exercise by one party of any right arising from the Agreement shall not imply a waiver of such right or of its future exercise.
18. INTEGRITY OF THE AGREEMENT
18.1. These Terms, together with the Privacy Policy and the Master Agreement that the User executes with the PROVIDER (with its Technical and Economic Annexes), constitute the entire agreement between the parties regarding the subject matter. In the event of any contradiction, the signed Master Agreement shall prevail.
19. SURVIVAL
19.1. The provisions of clauses 6 (Intellectual Property), 7 (User Responsibility), 10 (Limitation of Liability), 11 (Exclusions), 12 (Indemnity), 13 (Confidentiality and Data), 19 (Survival) and 20 (Governing Law and Jurisdiction) shall survive the termination of the Agreement for any reason.
20. GOVERNING LAW AND JURISDICTION
20.1. These Terms are governed by the laws of the República Argentina.
20.2. For any controversy arising from or related to the interpretation, performance, fulfillment or termination of this Agreement, the parties expressly, irrevocably and exclusively submit to the jurisdiction and competence of the Commercial Ordinary Courts of the City of Buenos Aires, expressly waiving any other venue or jurisdiction that may correspond to them for any reason, including by way of example the federal courts, the administrative litigation courts and arbitral jurisdiction, except for subsequent written agreement to the contrary.
21. CONTACT
For inquiries, claims or the exercise of rights related to these Terms:
EUCALYPTUS AR S.A.S. CUIT: 30-71875904-4 Address: Avenida Congreso 2277, Piso 6, Departamento "A", C.P. 1428, Ciudad Autónoma de Buenos Aires, República Argentina Email: info@dentu.com.ar