TERMS & CONDITIONS

REPAIR AND MAINTENANCE AGREEMENT

Recitals

(A)          The Customer (you) own the Equipment.

(B)          You wish Anglian Dental Engineering Ltd (us) to provide a repair and maintenance service in relation to the Equipment and we are willing to supply the service on the terms of this agreement.

Operative provisions

1. Interpretation

1.1. In this agreement, unless the context otherwise requires, the definitions below take the meanings against them:

Call out Charges: the charges arising from a Call out Service.

Call out Service: an engineer visit during the agreement period, excluding the visit to complete the annual service.

Charges: the standard charges for the Rapport® 1 or Rapport® 2 Services from time to time and/or the call out rates for additional Services from time to time, further details of which are set out in the Quotation Document and in these terms.

Equipment: the equipment the description and location of which are shown in the Equipment Inventory;

Equipment Inventory: the agreed list of Equipment set out, to which the services will apply;

Force Majeure: in relation to either party, any circumstances beyond the reasonable control of that party (including any strike, lock-out or other industrial action; power failure or breakdown; difficulties in obtaining raw material, labour, parts or machinery);

Liability: any liability arising by reason of any representation (unless fraudulent), or any breach of any implied term or any duty at common law, or under any statute, or under any express term of this agreement;

Location: the Equipment’s location set out in the Equipment Inventory;

Loss: in relation to you, loss of profit or any other loss, damages, costs or other compensation and any legal or other expenses awarded against or incurred by or paid or agreed to be paid in settlement of any claim by you, however the same may arise and whether occasioned by the negligence of us, our employees or agents or otherwise;

Normal Working Hours: 7.00am to 5.30pm (inclusive) on any Working Day;

Rapport® 1 Service: the annual service package to be provided pursuant to clause 2.2;

Rapport® 2 Service: the annual service package to be provided pursuant to clause 2.3;

Services: the Rapport® 1 or Rapport® 2 service packages, including an annual service, together with any additional repair and maintenance services for the Equipment which may be required from time to time, as set out in our quotation document;

Working Day: any day other than a Saturday or Sunday or a public holiday, when banks in London are generally open for business;

Quotation Document: the quotation document (initial and annual thereafter) sets out our anticipated charges for the services provided in respect of the equipment listed in the Equipment Inventory document.

1.2. The headings in this agreement are for convenience only and shall not affect its interpretation.

1.3. A reference to writing or written excludes emojis and all forms of written electronic communication (such as WhatsApp or fax) other than email.

1.4. Any words following the terms including, include, in particular, for example, such as or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.5. In this agreement, a reference to you or your means the Customer, and a reference to we, us or our means Anglian Dental Engineering Ltd.

2. Services to be provided

2.1. During the period of this agreement, we shall provide you with the Services.

2.2. The Rapport® 1 Service shall consist of:

2.2.1. an annual service of the Equipment listed on the Equipment Inventory, to be carried out by one of our suitably qualified and duly authorised representatives attending at the Location at such times during Normal Working hours as may be agreed in advance between you and us from time to time;

2.2.2. all callouts (without further charge) during Normal Working Hours;

2.2.3. a four-hour maximum response time if time so permits within Normal Working Hours (and if not, then in the first four hours of Normal Working Hours on the next Working Day) to emergency breakdowns of Equipment up to 24 visits during the 12 month period of the agreement (emergency meaning where more than one surgery cannot be used due to equipment failure (for example, an air compressor failure resulting in several surgeries being out of action); and

2.2.4. the repair of any defect in or malfunction of the Equipment that our representatives discover during the course of routine maintenance checks or that you report to us from time to time.

2.3. The Rapport® 2 Service shall consist of:

2.3.1. an annual service of the Equipment as described in clause 2.1; and

2.3.2. next working day response time to breakdowns of Equipment; and

2.2.3. a 20% discount on Anglian Dental’s standard call out rates (subject to clause 7).

2.4. If you report a defect in or malfunction of the Equipment during Normal Working Hours, we shall use reasonable commercial endeavours to ensure that one of our suitably qualified and duly authorised representatives attends at the Location, during Normal Working Hours, within the period of time specified in Schedule 1, provided that necessary replacement parts are available to the representative; our representative will use all reasonable endeavours to repair the defect or malfunction at the Location, but if that is not reasonably practicable (or is not reasonably practicable in the time available during Normal Working Hours), our representative shall seek to make suitable arrangements with you for:

2.4.1. a further visit to be made to the Location during Normal Working Hours for the repair of the defect or malfunction; or

2.4.2. (if the Equipment is inoperative as a result of the defect or malfunction, or where you so request) its repair at the Location outside Normal Working Hours; or

2.4.3. if it is not reasonably practicable for the defect or malfunction to be repaired, the removal of the Equipment (or, where practical, the part of the Equipment in question) for the purposes of repair.

2.5. There shall be an additional charge to you for any services provided outside Normal Working Hours.

2.6. You must make all report of defects in or malfunctions of the Equipment by telephone or in writing, as appropriate, by your representative and otherwise in such manner as we may reasonably require from time to time.

2.7. We shall provide you with one staff training session on maintaining and cleaning the Equipment, and you shall follow such instructions on all maintained Equipment. The cost of such training is included in our standard charges.

2.8. We shall ensure that our representatives comply with all safety and security regulations in force at your premises on condition that you bring such regulations to our representatives’ attention.

3. Spare parts and replacements

Any and all spare parts and replacement components required to maintain the Equipment in good working order are not included in the standard charges.  We are entitled to charge you an additional cost for these.

4. Services not included

4.1. The Services shall not apply to any design defect in the Equipment, or any damage, defect or malfunction which is due to faulty materials or workmanship in manufacture, or which in our reasonable opinion has arisen as a result of:

4.1.1. electrical work external to the Equipment;

4.1.2. transportation or relocation of the Equipment not performed by or on our behalf;

4.1.3. any misuse, error or omission relating to your or a third party’s operating the Equipment;

4.1.4. any modification, adjustment or repair to the Equipment made by a third party without our written consent;

4.1.5. your (or a third party) subjecting the Equipment to unusual physical or electrical stress, neglecting or misusing the Equipment or any failure or fluctuation of electrical power, air conditioning, humidity control or other environmental controls;

4.1.6. your not following manufacturer or training instructions with regards to maintaining or cleaning the Equipment; and/or

4.1.7. any other cause (except fair wear and tear) not due to our neglect or default.

4.2. If on investigation we reasonably determine that a defect in or malfunction of the Equipment is the result of any of the matters referred to in clause 4.1 or not due to the last annual service, you shall be liable for all our costs incurred in making the investigation and determining its cause.

4.3. If any part of the Equipment can no longer be maintained in good working order by the providing replacement spare parts, or if the whole of the Equipment is damaged beyond economic repair otherwise than through our fault (as to whether either of which events has occurred, our decision shall be final and binding on you), we will notify you of the need for a full replacement of the Equipment. If so, you will be liable for all costs incurred for the replacement and the labour for removing of the old Equipment and installing new equipment.  We reserve the right to terminate this agreement with immediate effect, by giving you written notice, in respect of the whole or any part of the Equipment which can no longer be maintained, in which case we shall repay to you a fair proportion of any charges for our services which you have paid in advance and can no long use.

4.4. If you require the transportation or relocation of the Equipment (in order for the Services to continue to be provided), you must notify us. If such transportation or relocation is possible, we shall assist with this at an additional charge based on our standard call out rates.

5. Your obligations

5.1. You must:

5.1.1. ensure that the Equipment Inventory is complete and accurate at all times, and promptly notify us of any changes to such list where additional Equipment is required to be added. We reserve the right to adjust our Charges in respect of such changes in Equipment accordingly;

5.1.2. co-operate with us and our representatives in all matters relating to the Services;

5.1.3. provide us and our representatives with access to your premises, office accommodation and other facilities as we reasonably require to provide the Services;

5.1.4. at all times keep the Equipment in the environmental conditions that the Equipment’s manufacturer recommends, and prepare your premises for the Services’ supply;

5.1.5. not move the Equipment from the Location without obtaining our prior written consent;

5.1.6. not use the Equipment other than in accordance with such instructions and recommendations relating to the care and operation of the Equipment as the Equipment’s manufacturer may issue, or as we may advise during any the training session; and

5.1.7. not allow any person other than our representatives to adjust, maintain, repair, replace or remove any part of the Equipment.

5.2. You shall ensure that our representatives have full and free access to the Equipment and to any records of its use that you keep, to enable us to perform our obligations under this agreement.

5.3. You shall provide us with such information concerning the Equipment, its application, use, location and environment as we may reasonably request to enable it to carry out our obligations under this agreement, including, if required, a spare set of keys, together with any security regulations in force at your premises where the services may be required outside of Normal Working Hours from time to time.

5.4. If you require Services outside Normal Working Hours, and if we cannot perform those Services because of your act or omission or because we cannot access the premises (for any reason whatsoever, including but not limited to the lack of clear instructions, incorrect keys or alarm codes being provided) and/or carry out the Services, then you shall indemnify us and keep us indemnified, and hold us harmless against any and all loss, cost, expense, liability, damage, claim or action(including any wasted expenditure, or Charges rendered unnecessary that we incur from your default) we incur or suffer arising from your acts or omissions.

5.5. You must take all necessary and desirable steps to ensure the safety of our representatives visiting your premises.

5.6. If our performing any of our obligations under the contract is prevented or delayed by any act of or omission by you, or your not performing any relevant obligation (Customer Default):

5.6.1. without limiting or affecting any other right or remedy available to us, we shall have the right to suspend performance of the Services until you remedy the Customer Default, and we may rely on the Customer Default to relieve us from performing any of our obligations in each case to the extent that the Customer Default prevents or delays our performing any of our obligations;

5.6.2. we shall not be liable for any costs or losses you may sustain or incur arising directly or indirectly from our not performing or delaying performing any of our obligations as set out in this clause 6; and

5.6.3. you shall reimburse us on our written demand for any costs or losses we sustain or incur arising directly or indirectly from the Customer Default.

6. Charges

6.1. In consideration of our providing the Services, you shall pay us the charges set out in the Quotation Document.

6.1.1. The Rapport® 1 shall be paid for on a monthly basis by direct debit, unless agreed otherwise and you agree to provide all relevant banking details and authorisation necessary to set up such payments.

6.1.2. Rapport® 2 Annual Service Visits shall be invoiced on the first day of the following month in which acceptance of the quotation is received, and payment of this invoice must be made in accordance with our payment terms.

6.2. All Services shall start on the first day of the month following that in which we receive your acceptance of our quotation and the first monthly payment made. We may make an additional proportionate charge if you wishes the Services to begin earlier, for example on the date of accepting this agreement.

6.3. In consideration of our providing the call out services, if you have entered this agreement for us to provide Rapport® 2 Services, you must pay us the call out charges applicable (subject to clause 3.3) as at the date of the call out. Call out charges may increase at any time.

6.4. For all services not within the scope of Rapport® 1 Services or Rapport® 2 Services, we shall invoice you monthly in arrears or at such other intervals as may be agreed from time to time between you and us, and you shall, within 30 days after the date of each such invoice, pay us the amount shown in the invoice, time being of the essence.

6.5. Without prejudice to any other right or remedy that we may have, if you do not pay us any of our charges on or by the due date, we may:

6.5.1. charge interest on such sum from the due date for payment at the annual rate of 4% above the Bank of England’s base rate from time to time, accruing on a daily basis until payment is made, whether before or after any judgment and the you shall pay the interest immediately on demand; and

6.5.2. suspend all Services until payment has been made in full.

6.6. All sums payable to us under this agreement shall become due immediately on its termination, despite any other provision. This clause 6 is without prejudice to any right to claim for interest under the law, or any such right under this agreement.

6.7. If you (whether using Rapport® 1 Services or Rapport® 2 Services) request our call out services without any reasonable justification, or require us to repair a defect in or malfunction of the Equipment which is due to the causes set out at clause 4, you are liable to pay our standard call out charges at the full rate from time to time.

6.8. The charges referred to in clauses 6.1 and 6.2 shall be reviewed on each anniversary of this agreement.

6.9. We reserve the right to increase the Services’ price by giving notice to you at any time before delivery, to reflect any increase in the cost of our providing the Services due to:

6.9.1. any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

6.9.2. any request by you to change the delivery date(s) and attendance by our representative to a time outside Normal Working Hours; and/or

6.9.3. any delay caused by any of your instructions in respect of the Services or your not giving us adequate or accurate information or instructions in respect of the Equipment fault.

6.10. You shall, within 30 days after the receipt of our invoice (time being of the essence), reimburse us for all charges for services not included in the Rapport® 1 Services or Rapport® 2 Services, together with any extraordinary travelling, accommodation and other expenses reasonably incurred by any of our representatives in connection with our performing our obligations under this agreement.

6.11 Charges incurred by our team such as parking or congestion charges which cannot be reasonably avoided and are beyond our control shall be passed on.

6.12. All charges and other sums payable by you under this agreement are exclusive of any applicable value added tax, which shall be additionally payable by you together with the charge or the sum in question.

6.13. Each party must pay all sums that it owes to the other party under this agreement free and clear without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

7. Warranties

7.1. Parts warranties shall be as per the manufacturer’s terms. This excludes perishable items (including items such as hoses, filters, seals, service kits, covers, etc.).   The labour supplied during an annual service visit shall be warranted for 90 days.  If there is an equipment failure occurring directly because of a service visit (parts or labour) within the 90 day warranty period, we shall not charge for replacement and correction.

7.2. If there is a breakdown or fault occurrence following a call out or repair visit and outside the 90-day warranty period, we may charge to repair the issue if the cause is a fundamentally different cause to the previous call out.

8. Liability

We  shall have no liability to you for your loss of profit or any indirect, special or consequential Loss arising out of or in connection with our providing or not providing any goods or services or any delay in our providing any goods or services pursuant to this agreement (except in respect of death or personal injury resulting from negligence) and our total Liability for any Loss of yours so arising in any year of this agreement in respect of any one event or series of connected events shall not exceed the standard charges payable by you for the Services for that year.

9. Force majeure

9.1. If either party is affected by Force Majeure it shall promptly notify the other party of the nature and extent of the circumstances in question.

9.2. Neither party shall be deemed to be in breach of this agreement, or otherwise be liable to the other, for any delay in performance or the non-performance of any of its obligations under this agreement, to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the other party, and the time for performance of that obligation shall be extended accordingly.

10. Duration, renewals and termination

10.1. This Agreement shall come into force on the 1^st day of the month following the date of this agreement, unless otherwise agreed, and shall continue indefinitely unless or until either party terminates it by giving to the other at any time not less than 1 months’ prior written notice of termination (such notice of termination not to be given before the first anniversary of the date of our commencing the Services in accordance with clause 2.

10.2. We may terminate this Agreement:

10.2.1. in the circumstances and to the extent referred to in clause 3; and

10.2.2. immediately by giving written notice to you if any sum payable under this Agreement is not paid on the due date.

10.3. Either party may immediately terminate this agreement by giving Written notice to the other if:

10.3.1. the other party commits any continuing or material breach of any of this agreement’s provisions and, if a breach is capable of remedy, does not remedy the breach within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;

10.3.2. an encumbrancer takes possession, or a receiver is appointed over any of the property or assets of the other;

10.3.3. to the extent law permits: the other party makes any composition or voluntary arrangements with its creditors or enters into administration, or a moratorium comes into force in respect of the other (within the meaning of the Insolvency Act 1986);

10.3.4. to the extent law permits: the other party enters liquidation (except for the purposes of an amalgamation, reconstruction or other reorganisation and in such manner that the company resulting from the reorganisation effectively agrees to be bound by or to assume the obligations imposed on the other party under this agreement); or

10.3.5. the other party ceases, or threatens to cease, to carry on business.

10.4. A waiver by either party of a breach of this agreement shall not be considered as a waiver of a subsequent breach of the same or any other provision.

 

11. Nature of agreement

11.1. Subject to your consent (not to be unreasonably withheld) we may carry out our obligations under this agreement through any manufacturers, suppliers, agents or sub-contractors we may appoint it in our absolute discretion for that purpose.

11.2. Except as provided in Clause 1, this agreement is personal to the parties, and neither may, without the other’s written consent, assign, mortgage, charge (otherwise than by floating charge) or dispose of any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations under this agreement.

11.3. This agreement and its schedules, together with the Equipment Inventory and the Quotation Document contains the entire agreement between the parties with respect to its subject matter, supersedes all previous agreements and understandings between the parties, and may not be modified except by an instrument in Writing signed by the duly authorised representatives of the parties.

11.4. Each party acknowledges that, in entering into this agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this agreement, and accordingly all conditions, warranties or other terms implied by statue or common law are excluded to the fullest extent permitted by law, but nothing in this agreement shall affect the liability of either party for fraudulent misrepresentation.

11.5. If any provision of this agreement is held by any court or other competent authority to be void or unenforceable in whole or part, the other provisions of this agreement and the remainder of the affected provisions shall continue to be valid.

11.6. This agreement shall be governed by and construed in all respects in accordance with the laws of England, and the parties agree to submit to the exclusive jurisdiction of the English courts.

11.7. We may to vary these terms and conditions from time to time on giving you at least seven days’ notice in writing.

12. Notices and service                

12.1. A notice or other information required or authorised by this agreement to be given by either party to the other may be given by hand or sent by first class pre-paid post, facsimile transmission or electronic mail to the other party at the address provided.

12.2. A notice or other information given by post under clause 1 which is not returned to the sender as undelivered shall be deemed to have been given on the second day after the envelope containing it was so posted; and proof that the envelope containing any such notice or information was properly addressed, and sent by first class, per-paid post, and that it has not been so returned to the sender, shall be sufficient evidence that such notice or information has been July given.

12.3. A notice or other information sent by facsimile transmission or electronic mail shall be deemed to have been duly sent on the date of transmission.

Schedule

Response times

 

	Rapport® 1	Rapport® 2
Response Time	4 hours	Next working day

 

The response times in the table above shall commence from the time of receipt of the call out request to emergency situations.  We treat every call out on its merits and shall use reasonable endeavours to attend as soon as reasonably practicable and at times convenient for both parties.

The above response times are not guarantees but are operational targets.

If you report a defect in or malfunction of the Equipment after Normal Working Hours on any day, then unless we expressly agree otherwise, the report shall be deemed to be made at the beginning of Normal Working Hours on the next Working Day.

13. Cancellation policy

13.1 For Rapport® 1 or 2 : Cancellation shall not be possible where the yearly maintenance & certification visit included in the contract duration has been completed.

13.2 For Rapport® 1, and where the yearly visit and certification has not yet taken place: a minimum of 30 days’ notice shall be required. Cancellation should be requested via email and shall take effect at the end of following month. A cancellation confirmation shall be sent by our Team.

13.3 For Rapport® 2, and where the yearly visit and certification has not yet taken place: full refund with no penalty/notice period will be permitted. However, any 20% discount on call-outs which took place since the beginning of the contract shall then be regarded as “unearned”, and deducted from the credit value or invoiced as required.

Rapport® Switch Offer 2026

i. Offer available to new Anglian Dental customers only.

ii. Subject to eligibility and equipment.

iii. £250 onboarding credit applies per site, credited against the ffirst full-year Rapport® invoice.

iv. Credit has no cash value and cannot be transferred or combined with other promotional offers.

v. Option 1 applies where a valid third party decontamination service and certification is already in place. Anglian Dental wiil provide ongoing support only.

vi. Option 2 includes part-year contract with certification and ongoing support.

vii. Rapport® support includes compliance reminders, documentation management and technical support; scope varies by contract tier.

viii. Anglian Dental reserves the right to withdraw or amend the offer at any time.