These Terms of Service (the "Terms") are an agreement between you and Boris Dimovski, a sole proprietor carrying on business in Ontario, Canada under the registered business name PracticeCount ("PracticeCount", "we", "us" or "our"). They apply to the PracticeCount website at practicecount.ca and to the online tools we provide there, including the Associate Pay Calculator (together, the "Service").
"You" and "Customer" mean the dental or health practice, business or other organization that creates a PracticeCount account, and the person who accepts these Terms for it. If you accept these Terms for a practice or business, you confirm that you have authority to bind it.
By creating an account, ticking the box to agree, or using the Service, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Service.
The Service is self-serve software. You type in your own figures and settings (for example, an associate's percentage, production, collections, lab fees, draws and advances), and the software performs calculations and produces statements and summaries from what you entered.
The Service is a calculation and record-keeping tool only. PracticeCount does not provide accounting, bookkeeping, payroll, tax, legal, financial or professional advice, and is not a payroll service. We do not pay anyone, hold or transfer your funds, file anything with any government, or issue tax slips. Nothing in the Service, and nothing we say in support, is advice on how you should pay anyone or how any amount should be treated for tax purposes.
2. Your responsibility for results
The Service is built to calculate accurately from the information you enter. However, every practice's agreements, records and circumstances are different, and only you can confirm that the figures and settings you entered, and the results produced from them, are right for your practice. You are responsible for confirming that each calculation, statement and summary is correct before you rely on it, share it or pay anyone.
You are solely responsible for:
the accuracy and completeness of everything you enter, including pay terms, figures, dates and settings;
checking every result against each associate's signed agreement and your own records before relying on it or paying anyone;
confirming the correct tax and legal treatment of all amounts (including income tax, HST/GST, T4A or other slips, and the status of associates as employees or independent contractors) with your accountant or other qualified advisor;
all payments you make, all amounts you report, and all decisions you make using the Service.
Results depend entirely on the information and settings you provide. You agree that PracticeCount is not responsible for any overpayment, underpayment, dispute with an associate, tax, interest, penalty or other consequence arising from your use of, or reliance on, the Service.
3. Accounts and security
You must give accurate information when you sign up and keep your login email up to date.
You are responsible for keeping your password confidential and for all activity under your account, including activity by anyone you allow to use your login.
Tell us right away at [email protected] if you believe your account has been accessed without permission.
You must be at least 18 years old and able to enter into a binding contract. The Service is for business use only, not personal or household use.
Each account belongs to one practice or business.
The practice owns the account. An account and its data belong to the practice or business that uses it, not to the individual employee or other person who created it or whose email is used to sign in. If there is a dispute about who controls an account, we may require proof of authority (for example, from the practice owner) and may give control of the account to the person we reasonably believe is authorized by the practice, or suspend the account until the dispute is resolved. We are not responsible for any loss resulting from such a dispute or from our good-faith decision.
Emails. By creating an account, you agree that we may send service emails to your login email and to the email in your practice information, such as email confirmations, password resets, receipts and billing notices, notices of changes to prices, these Terms or the Privacy Policy, and important information about the Service. We will only send marketing emails, such as newsletters or promotions, if you agree to receive them, and you can unsubscribe from those at any time.
4. Free trial
New practices may receive a free trial (currently 30 days) without giving a credit card. We may change or end free trials for new sign-ups at any time, and may refuse a trial to anyone. When a trial ends without a paid subscription, you will no longer be able to save changes in the Service. You will still be able to open your tools and download a copy of your data for at least 30 days after the trial ends, after which we may delete it (see section 8).
5. Subscriptions, fees and taxes
Plans. Subscriptions are offered monthly or yearly at the prices shown on our website or at checkout when you subscribe. Prices are in Canadian dollars unless stated otherwise.
Taxes. Prices do not include taxes. Applicable sales taxes (such as HST or GST) are added and charged to you.
Automatic renewal. Your subscription renews automatically at the end of each monthly or yearly billing period, and you authorize us (through our payment processor) to charge your payment method for each renewal, until you cancel.
Trial carry-over. If you subscribe during your free trial, your first charge is made when the trial ends.
Payment processing. Payments are processed by Stripe. We do not receive or store your full card number. You agree to keep a valid payment method on file.
Failed payments. If a payment fails, we (or Stripe) may retry it. If it is not paid, we may suspend your ability to save changes until the balance is paid.
6. Cancellation and refunds
You may cancel at any time from Manage billing on your PracticeCount home page. Cancellation takes effect at the end of your current billing period, and you keep access until then.
Fees are non-refundable, including for partial billing periods, unused time, or yearly plans cancelled before the end of the year, except where a refund is required by law.
We may, at our sole discretion, give a refund or credit in a particular case. Doing so does not oblige us to do the same in any other case.
7. Price changes and promotions
We may change our prices. For an existing subscription, we will give you at least 30 days' notice by email before a price increase applies to you. The new price applies from your next billing period after the notice period. If you do not agree, you may cancel before it takes effect.
Discounts, promotion codes, extended trials and special pricing apply only for the period and on the terms stated when they are given. When that period ends, the regular price applies automatically. A promotion given to one customer does not entitle any other customer to it.
8. Your data
You own your data. "Your data" means the information you or your users enter into the Service, including practice information and associate information. You grant us a limited licence to host, store, copy, process and display your data only as needed to provide, support, secure and improve the Service, and as described in our Privacy Policy.
Your authority. You confirm that you have the right, and any consent or notice required by law, to enter the personal information of associates and others into the Service, and that your use of the Service complies with the privacy laws that apply to you.
Keep your own copies. You are responsible for keeping your own copies of your data and of statements you rely on, using the download and print features of the Service.
After your account ends. After your subscription or trial ends, we may keep your data for at least 30 days so you can download it, after which we may permanently delete it. Copies in backups are deleted on our normal backup schedule. We may keep billing records as required by law.
Aggregated information. We may use information about how the Service is used, in a form that does not identify you, any associate or any individual, to operate and improve the Service.
9. No patient information
The Service is not designed for patient information. You must not enter or upload any patient names, patient health information or other personal health information (for example, under Ontario's Personal Health Information Protection Act, 2004) into the Service. If you attach reports from your practice software, you must first remove or hide any patient information. PracticeCount is not responsible for patient information entered in breach of this section.
10. Support access
To help you when you ask for support, and to investigate problems with the Service, PracticeCount may view your data in the Service in read-only form. Each such view is recorded and shown to your practice on your PracticeCount home page. We will not change your data through this access without your permission.
11. Acceptable use
You agree not to, and not to let anyone else:
copy, resell, rent, sublicense or provide the Service to third parties, or use it to build a competing product;
reverse engineer, decompile or try to discover the source code of the Service, except where the law allows this despite this restriction;
access or try to access another customer's account or data, or test, scan or attack the security of the Service;
use automated means to access the Service, or interfere with or overload it;
upload anything unlawful, harmful or infringing, or any malicious code;
use the Service in breach of any law, including privacy and anti-spam laws.
12. Our intellectual property
The Service, including its software, design, text, calculations, statements, layout and the PracticeCount name and logo, is owned by PracticeCount and protected by law. Subject to these Terms and payment of applicable fees, we give you a limited, non-exclusive, non-transferable, revocable right to use the Service for your internal business purposes during your subscription or trial. All rights not expressly granted are reserved. If you send us suggestions or feedback, we may use them freely without any obligation to you.
13. Availability, changes and backups
We aim to keep the Service available and working well, but we do not guarantee that it will be uninterrupted, error-free, secure or available at any particular time. The Service may be unavailable for maintenance, updates, or reasons outside our control.
New and upcoming features. Features or tools that are described as "coming soon", "coming next", "beta", "preview" or similar, or that are offered for testing, are provided as they are, may change or be withdrawn at any time, and may never be released. We do not promise that any future feature or tool will be released, on any date or in any form, and your subscription is for the Service as it exists at the time.
We may add, change or remove features, or change how the Service works, at any time. If we discontinue a paid tool entirely, we will give you reasonable notice and a pro-rated refund of any prepaid fees for that tool.
Although we take reasonable steps to protect and back up data, we are not responsible for any loss or corruption of data. You should keep your own copies (see section 8).
14. Third-party services
The Service relies on third-party providers, such as hosting, database, email and payment providers. Your use of payment features is also subject to Stripe's terms. We are not responsible for third-party services, websites or content, or for their acts or omissions.
15. Disclaimer of warranties
To the maximum extent permitted by law, the Service is provided "as is" and "as available", without any warranty, representation or condition of any kind, whether express, implied or statutory, including any warranty of merchantable quality, fitness for a particular purpose, accuracy, non-infringement, or that any calculation, statement or result will be correct or suitable for your needs.
16. Limitation of liability
To the maximum extent permitted by law:
PracticeCount will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, goodwill or data, any overpayment or underpayment to any person, any tax, interest or penalty, or any cost of substitute services, however caused and even if we were advised of the possibility;
PracticeCount's total liability for all claims relating to the Service or these Terms, of any kind and on any legal theory (including negligence), is limited to the amount you paid us for the Service in the twelve (12) months before the event giving rise to the claim, or one hundred Canadian dollars (CA$100) if you have paid nothing.
These limits apply even if a remedy fails of its essential purpose. Some laws do not allow certain limits, so some of them may not apply to you.
17. Indemnity
You agree to defend, indemnify and hold harmless PracticeCount and Boris Dimovski from and against any claims, demands, losses, damages, liabilities, fines, penalties, costs and expenses (including reasonable legal fees) arising from or related to: (a) your data, including any personal or patient information you enter; (b) your use of the Service or of any result from it, including any payment you make or do not make; (c) any dispute between you and an associate, employee or other person; or (d) your breach of these Terms or of any law.
18. Suspension and termination
You may stop using the Service and cancel at any time (see section 6). You may ask us to close your account and delete your data by emailing us.
We may suspend or terminate your access, with or without notice, if you do not pay, if you breach these Terms, if your use creates a security, legal or operational risk, or if required by law. We may also end the Service for all customers on reasonable notice.
Sections that by their nature should continue after termination continue, including sections 2, 6, 8, 9, 12, 15, 16, 17, 20 and 21.
19. Changes to these Terms
We may update these Terms from time to time. We will post the new version on this page with its version number and effective date and, for material changes, notify you by email or in the Service at least 30 days before they take effect. If you keep using the Service after the changes take effect, you agree to the updated Terms. If you do not agree, you may cancel before they take effect.
20. Governing law and disputes
These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada that apply there, without regard to conflict-of-law rules. The courts of the Province of Ontario have exclusive jurisdiction over any dispute relating to the Service or these Terms, and you agree to submit to them. Before starting any legal proceeding, you agree to contact us first and try in good faith to resolve the matter informally for at least 30 days.
Time limit for claims. To the extent permitted by law, any claim or legal proceeding relating to the Service or these Terms must be started within one (1) year after the day on which you first knew, or reasonably ought to have known, of the facts giving rise to it. If it is not started within that time, it is permanently barred. You agree that these Terms are a business agreement for this purpose.
21. General
Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and us about the Service and replace any earlier discussions or agreements about it.
Severability. If any part of these Terms is found unenforceable, it will be enforced to the maximum extent permitted and the rest will remain in effect.
No waiver. Our failure to enforce a right is not a waiver of it.
Assignment. You may not transfer your account or these Terms without our written consent. We may transfer them, including to a corporation we control or in connection with a sale or reorganization of the business.
Force majeure. We are not responsible for delays or failures caused by events beyond our reasonable control, including failures of third-party providers or internet services.
Notices. We may send notices to the login email on your account or post them in the Service. You may send notices to us at the email below.
Electronic agreement. You agree that accepting these Terms online is as binding as signing them, and that we may keep an electronic record of your acceptance, including the date, time and version.
Language. The parties have required that these Terms be drawn up in English. Les parties ont exigé que les présentes soient rédigées en anglais.