4. General terms

4.1Applicability

1. These terms apply to every offer by and every agreement with Stardent B.V., Europalaan 1E, 9551 DA Stadskanaal, the Netherlands, KvK 97830941, VAT NL868250806B01, concerning LatinoSoft and the associated services.
2. Stardent B.V. supplies only to practices and other undertakings acting in the course of a profession or business. Provisions that protect consumers only, including the right of withdrawal on distance sales, do not apply.
3. Purchasing or other terms of the practice are expressly rejected.

4.2Offer and formation

1. An offer by Stardent B.V. is without obligation and valid for 30 days unless stated otherwise.
2. An agreement is formed by written acceptance, by payment through the payment page offered, by redemption of an activation code issued by Stardent B.V., or by installation of a licence file issued by Stardent B.V.
3. Obvious errors in an offer do not bind Stardent B.V.

4.3Price

1. All prices are in euro and exclusive of VAT and other government levies.
2. For a recurring Licence Stardent B.V. may adjust the price once a year, on at least two months' notice before a new period begins. The practice may in that case terminate as of the effective date.

4.4Payment

1. Payment is due within 14 days of the invoice date, or immediately through the payment page offered (Stripe).
2. If payment is not made within that period, the practice owes, without further notice of default, the statutory commercial interest and the reasonable costs of collection.
3. If payment is more than 30 days overdue, Stardent B.V. may, after a written reminder allowing 14 days, revoke the licence number (document 3, clause 3.4). The practice's data remains the practice's and on its own hardware.

4.5Term and termination

1. The term is as stated in the Order. Document 3, clause 3.11 governs termination of Licences; the same applies to hosted services.
2. At the end of a hosted service, document 2, clause 2.10 governs deletion of data.

4.6Delivery

LatinoSoft is delivered digitally: an installer and a licence file or activation code by e-mail or through https://latinosoft.godentalplace.com. Delivery times are indicative.

4.7Intellectual property

See document 3, clause 3.9. Nothing in an agreement transfers intellectual property to the practice.

4.8Force majeure

1. Stardent B.V. is not bound to perform where it is prevented by a circumstance beyond its control, including faults at the hosting provider or the payment service, power or network outages, illness, government measures and cyber attacks not attributable to it.
2. If force majeure lasts longer than 60 days, either party may rescind the agreement for the part not performed, without compensation. Fees already paid for periods not delivered are refunded pro rata.

4.9Complaints

1. A complaint about the software or a service is reported as soon as possible, and at the latest within 30 days of discovery, through dentalsoft@godentalplace.com, with a description that enables Stardent B.V. to investigate it.
2. Stardent B.V. confirms receipt within five working days and states within 20 working days what it will do with it.
3. A complaint does not suspend the obligation to pay.

4.10Liability

1. The liability of Stardent B.V. for damage arising from or in connection with an agreement is limited, per event or series of connected events, to the amount the practice paid to Stardent B.V. in the 12 months preceding the event for the product or service to which the damage relates.
2. Stardent B.V. is never liable for indirect damage, including lost profit, missed savings, interruption of the practice, reputational damage and damage from fines imposed by third parties.
3. Stardent B.V. is not liable for loss, corruption or unavailability of the practice's data. Backing up that data is the sole responsibility of the practice and Stardent B.V. holds no copy (document 5).
4. The limitations in this clause do not apply in case of intent or deliberate recklessness of Stardent B.V. or its managers, nor to the extent the law prohibits exclusion.
5. Any right to compensation lapses if the damage has not been reported to Stardent B.V. in writing within 12 months of discovery.

4.11Changes to these terms

Stardent B.V. may change these terms. A change is announced at least 30 days before it takes effect, by e-mail and on https://latinosoft.godentalplace.com. If the change is materially disadvantageous to the practice, it may terminate as of the effective date.

4.12Governing law and forum

1. Every agreement with Stardent B.V. is governed by Dutch law. The Vienna Sales Convention (CISG) is excluded.
2. Disputes are brought before the District Court of the Northern Netherlands (rechtbank Noord-Nederland), Groningen location, unless mandatory law designates another court.

Clause 4.3 leaves the price to the Order. On this site the Order is the checkout, and what it charges is stated here so that no invoice can surprise you.

LatinoSoft is sold only to a dental practice or clinic in one of the countries that can be chosen on the order form, which are the eighteen Spanish- and Portuguese-speaking countries of Latin America (AR, BO, BR, CL, CO, CR, DO, EC, GT, HN, MX, NI, PA, PE, PY, SV, UY, VE). It is sold at €5 per practice per month, charged monthly, or at €50 per practice per year, charged yearly, excluding taxes, as the buyer chooses on the order form. The amount on each invoice is the amount of the period chosen. LatinoSoft has no plug-ins: nothing is ever added to this price.

A promotional code sets the price of the licence for a stated number of months: for those months the amount due is nil, and from the month after the last of them the ordinary subscription price for that edition, as stated above, falls due. Where no price is published above for an edition, nothing falls due for it: we cannot charge a price we have never published. The licence a code activates carries the same rights and the same obligations as one bought outright; a code changes what you pay, not what you get and not for how long you may use it.

A subscription renews automatically, for successive periods of the length stated above for your edition, until it is cancelled under clause 3.11 of the licence terms. Card payments are processed by Stripe; Stardent B.V. does not receive or store your full card number. Prices are quoted excluding VAT; VAT is added where it is due.