Terms of Service & Conditions of Use

1. Introduction

These Terms of Service and Conditions of Use (“Terms”) govern access to and use of the Monai Tech website, software platform, dashboards, AI features, integrations, analytics, benchmarks, outputs, reports, and related services (together, the “Platform”) provided by JY TECH LTD, trading as Monai Tech (“Monai Tech”, “we”, “us”, or “our”).

By creating an account, accessing, subscribing to, or using the Platform, you agree to be legally bound by these Terms.

If you do not agree to these Terms, you must not access or use the Platform.

2. Contractual Documents and Order of Precedence

2.1Your agreement with Monai Tech consists of these Terms together with the following documents, each of which forms part of the contractual framework between the parties where applicable:

• the Data Processing Agreement (“DPA”);
• the Privacy Policy;
• the Cookie Policy; and
• the Liability Disclaimer.

2.2In the event of conflict:

• the DPA shall prevail in relation to personal data processing and data protection matters;
• these Terms shall prevail in relation to commercial, subscription, access, use, payment, suspension, termination, and general contractual matters; and
• the Liability Disclaimer and these Terms shall be read together and interpreted so as to give Monai Tech the fullest protection permitted by law.

2.3Any purchase order, procurement terms, customer standard terms, vendor onboarding terms, or other customer document shall have no effect unless expressly agreed by Monai Tech in writing and signed by an authorised representative of Monai Tech.

3. Eligibility and Authority

3.1The Platform is intended for business use by dental practice owners, managers, authorised staff, and related business users.

3.2By using the Platform, you represent, warrant, and undertake that:

• you are at least 18 years of age;
• you have full legal capacity and authority to enter into these Terms;
• if you are acting on behalf of a company, partnership, practice, or other organisation, you are authorised to bind that entity; and
• all information provided by you to Monai Tech is accurate, complete, and not misleading.

3.3If you use the Platform on behalf of an entity, references to “you” and “your” include both you personally and that entity.

4. Service Overview

4.1Monai Tech is a self-service SaaS platform designed to assist users in understanding and reviewing financial and operational performance using uploaded or connected data.

4.2The Platform may include, without limitation:

• extraction of information from uploaded files and records;
• generation of financial KPIs, dashboards, summaries, and reports;
• benchmarking and comparative analytics;
• AI-generated commentary, prompts, summaries, and financial insights;
• optional integrations with third-party services, including bank aggregation and other data sources.

4.3The Platform is supplementary analytical software only. It is not:

• an accounting system of record;
• a bookkeeping service;
• an audit service;
• a tax filing service;
• legal, tax, accounting, investment, or regulated financial advice; or
• a substitute for professional review by a qualified accountant, tax adviser, solicitor, or other relevant professional.

4.4Any descriptions, demonstrations, onboarding materials, case studies, examples, screenshots, presentations, forecasts, statements in sales discussions, marketing materials, or product roadmaps are illustrative only and do not form part of the contract unless expressly incorporated in writing by Monai Tech.

5. Optional Open Banking / Bank Aggregation Feature

5.1Monai Tech may offer an optional feature allowing authorised users to connect bank accounts through a third-party open banking provider, including Yapily or related group entities, or such other provider as Monai Tech may use from time to time.

5.2This feature is entirely optional and is not required in order to use the Platform.

5.3If you choose to use this feature:

• you must be authorised to connect the relevant bank account(s);
• you will authenticate via the third-party provider’s secure interface;
• you may be required to accept that provider’s own terms and conditions and privacy documentation; and
• access to bank data may expire and require periodic re-authorisation, including at least every 90 days where applicable.

5.4Monai Tech is not a bank, does not provide banking services, does not initiate payments, and does not hold or receive your banking login credentials.

5.5You acknowledge and agree that the availability, continuity, and accuracy of bank-derived data depends on third-party providers, third-party networks, and the relevant bank, all of which are outside Monai Tech’s control.

6. Account Registration and Security

6.1You must maintain the confidentiality of your login credentials and must not share access except as expressly permitted within your subscription or by Monai Tech in writing.

6.2You are responsible for all activity occurring under your account, whether or not authorised by you, unless caused by Monai Tech’s breach.

6.3You must notify Monai Tech immediately if you become aware of:

• any unauthorised access to your account;
• any misuse of credentials;
• any suspected security incident affecting your use of the Platform.

6.4Monai Tech may require password resets, access restrictions, additional authentication steps, or other security measures where reasonably necessary to protect the Platform, customer data, or platform integrity.

7. Customer Data, Authority, and Warranties

7.1You remain responsible for all data, records, files, documents, inputs, uploads, prompts, instructions, connected account data, and other materials submitted, uploaded, imported, connected, or otherwise made available by or on behalf of you through the Platform (“Customer Data”).

7.2You represent, warrant, and undertake that:

• you own the Customer Data or are otherwise lawfully authorised to provide it to Monai Tech;
• you have all necessary rights, permissions, notices, lawful bases, and authorisations required under applicable law to upload, connect, or otherwise make the Customer Data available to Monai Tech;
• the Customer Data is accurate, complete, and not misleading to the best of your knowledge;
• the Customer Data and your use of the Platform do not infringe any third-party rights or breach any applicable law or regulation; and
• you will not upload any material that is unlawful, defamatory, malicious, fraudulent, infringing, or technically harmful.

7.3You are solely responsible for:

• the legality, integrity, and quality of Customer Data;
• maintaining your own internal books, source records, accounting controls, reconciliations, and statutory compliance;
• independently reviewing and verifying all outputs before acting on them.

7.4Unless expressly agreed in writing, the Platform is not intended for the processing of special category personal data. If such data is incidentally uploaded by you, you remain responsible for ensuring lawful handling and appropriate authority.

8. Permitted Use

8.1Subject to these Terms and payment of all applicable fees, Monai Tech grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the applicable subscription term for your internal business purposes only.

8.2You must use the Platform only:

• in accordance with these Terms;
• for lawful internal business purposes;
• within the scope of your subscription and permitted users; and
• in compliance with all applicable laws, regulations, professional obligations, and third-party terms.

9. Prohibited Use

9.1You must not, and must not permit any third party to:

• copy, reproduce, modify, adapt, distribute, sell, lease, license, or exploit any part of the Platform except as expressly permitted by these Terms;
• reverse engineer, decompile, disassemble, attempt to derive source code from, or otherwise attempt to discover the structure, logic, prompts, training approach, workflows, or underlying methods of the Platform;
• use the Platform or any output to create, train, validate, improve, or support any competing product or service;
• use the Platform for competitive benchmarking, competitive analysis, or comparative testing against Monai Tech, except where expressly authorised in writing by Monai Tech;
• scrape, harvest, extract, download, index, mirror, or systematically capture data or outputs from the Platform other than through normal permitted use;
• upload viruses, malware, malicious code, or harmful content;
• attempt to gain unauthorised access to any part of the Platform, related systems, accounts, or infrastructure;
• interfere with or disrupt the integrity, security, performance, or availability of the Platform;
• use the Platform in a way that is unlawful, fraudulent, misleading, defamatory, abusive, discriminatory, or otherwise harmful;
• share access credentials contrary to your subscription rights;
• use the Platform for the benefit of a third party other than your own organisation unless expressly agreed in writing;
• remove, obscure, or alter any proprietary notices, labels, or rights statements;
• use the Platform or its outputs as a substitute for professional advice or as the sole basis for material commercial, tax, investment, acquisition, disposal, lending, or legal decisions.

9.2Any breach of this clause shall constitute a material breach of these Terms.

10. AI Features and Platform Outputs

10.1The Platform may use automated systems and AI-powered functionality to generate outputs, insights, summaries, classifications, benchmarks, reports, forecasts, prompts, and commentary.

10.2You acknowledge and agree that:

• outputs are generated automatically based on available data and system logic;
• outputs are indicative only;
• outputs may contain assumptions, interpretation limits, extraction errors, estimation variances, rounding differences, missing context, or incomplete analysis;
• outputs may differ materially from accountant-prepared, manually reconciled, or audited figures; and
• Monai Tech does not guarantee that outputs are complete, accurate, error-free, or suitable for any particular purpose.

10.3You remain solely responsible for independently reviewing, validating, and deciding whether to rely on any output.

10.4Monai Tech may update, refine, modify, suspend, or remove AI or automated features at any time.

11. Accuracy, Benchmarking, and Reliance

11.1Any KPIs, profit calculations, benchmark comparisons, cashflow summaries, valuation estimates, performance trends, or AI-generated commentary available through the Platform are estimates only.

11.2Benchmarking data may be based on aggregated, anonymised, de-identified, modelled, inferred, estimated, or comparative data sets and may not reflect any exact market position or accountant-certified comparison.

11.3You must not rely on the Platform as the sole basis for:

• tax decisions;
• legal compliance decisions;
• lending or credit decisions;
• acquisitions, disposals, or investment decisions;
• regulatory reporting;
• employment, remuneration, or restructuring decisions without appropriate independent review.

11.4You are strongly advised to obtain independent professional advice where decisions are material or risk-sensitive.

12. Subscription, Billing, and Payment

12.1Access to the Platform is provided on a subscription basis unless otherwise agreed in writing.

12.2Subscription fees, plan details, billing frequency, and permitted usage limits shall be as set out on the relevant order, checkout page, proposal, subscription plan, or other written commercial terms accepted by Monai Tech.

12.3Unless otherwise stated in writing:

• subscriptions renew automatically for successive billing periods;
• you authorise Monai Tech and its payment processor to charge the applicable fees using your nominated payment method on a recurring basis;
• fees are payable in advance;
• all fees are non-refundable except where required by law or expressly agreed by Monai Tech in writing.

12.4You are responsible for ensuring that payment information is accurate, current, and valid.

12.5If payment is not successfully collected, Monai Tech may:

• retry collection;
• suspend access to all or part of the Platform;
• restrict features or users;
• terminate the subscription in accordance with these Terms; and
• recover reasonable costs of collection and enforcement.

12.6Monai Tech may change subscription fees on prior written notice. Continued use of the Platform after the effective date of the fee change constitutes acceptance of the updated fees.

12.7Fees are exclusive of VAT and any applicable taxes unless expressly stated otherwise.

13. Intellectual Property Rights

13.1Monai Tech and its licensors retain all right, title, and interest in and to the Platform, including all software, source code, object code, interfaces, workflows, prompts, structures, designs, logic, models, methodologies, analytics frameworks, documentation, databases, branding, trade marks, content, and all related intellectual property rights.

13.2No rights are granted to you except the limited right to use the Platform expressly stated in these Terms.

13.3Any feedback, suggestions, ideas, improvement proposals, enhancement requests, comments, corrections, or recommendations you provide relating to the Platform may be used by Monai Tech without restriction, compensation, or obligation to you, and Monai Tech shall own all rights in any resulting developments to the fullest extent permitted by law.

13.4You acknowledge and agree that Monai Tech may generate, compile, derive, use, disclose, commercialise, and retain aggregated, anonymised, de-identified, and non-personal data derived from the use of the Platform and related services, including for the following purposes:

• benchmarking;
• analytics;
• market and industry insights;
• product and feature improvement;
• service optimisation;
• quality assurance;
• internal research and development;
• model evaluation, system tuning, and performance improvement.

13.5Monai Tech shall not use data under clause 13.4 in a manner that identifies you, your practice, or any individual as such.

13.6Nothing in these Terms transfers ownership of Customer Data to Monai Tech, save that you grant Monai Tech the rights necessary to host, process, transmit, analyse, display, and otherwise use Customer Data as required to provide the Platform and related services, comply with law, enforce these Terms, and exercise Monai Tech’s rights under the contractual documentation.

14. Privacy and Data Protection

14.1Monai Tech processes personal data in accordance with applicable data protection law and the DPA, Privacy Policy, and related contractual documentation.

14.2Where Monai Tech processes personal data on your behalf as a processor, the DPA applies.

14.3You acknowledge that your configuration and use of the Platform, including any uploads, integrations, connected accounts, workflows, and instructions given through the Platform, constitute documented instructions to Monai Tech for the purposes of the DPA.

14.4You remain responsible for ensuring that you have an appropriate lawful basis and all necessary notices and permissions for any personal data that you provide or make available through the Platform.

15. Subprocessors and Third-Party Services

15.1Monai Tech may use third-party service providers, subprocessors, infrastructure providers, payment processors, analytics providers, AI providers, document processing providers, and integration partners in order to operate the Platform.

15.2You acknowledge and agree that the Platform may depend on third-party systems, services, data feeds, APIs, networks, banking providers, and external infrastructure not controlled by Monai Tech.

15.3Monai Tech shall not be responsible for delays, interruptions, inaccuracies, failures, outages, authentication issues, data gaps, service changes, or other problems arising from third-party services except to the extent expressly required by law or the DPA.

16. Confidentiality

16.1Each party shall keep confidential all non-public technical, commercial, financial, operational, strategic, security, and other confidential information disclosed by the other party in connection with the Platform and these Terms (“Confidential Information”).

16.2The receiving party shall:

• use the Confidential Information only as necessary for the purposes of these Terms;
• restrict access to those personnel, advisers, and contractors who need to know it and who are bound by appropriate confidentiality obligations; and
• protect it using at least reasonable care.

16.3Confidential Information does not include information which the receiving party can demonstrate:

• is or becomes public other than through breach;
• was lawfully known to the receiving party before disclosure;
• was lawfully received from a third party without confidentiality restriction; or
• was independently developed without use of the disclosing party’s Confidential Information.

16.4A party may disclose Confidential Information where required by law, regulation, court order, or competent authority, provided that where lawful it gives prior notice to the other party.

16.5This clause survives termination.

17. Service Availability and Changes

17.1Monai Tech will use reasonable care and skill in providing the Platform.

17.2Unless expressly agreed in writing, Monai Tech does not guarantee:

• uninterrupted availability;
• continuous uptime;
• error-free operation;
• availability of any specific feature, integration, or functionality;
• that any issue will be corrected within a particular timeframe.

17.3Monai Tech may at any time:

• update, improve, modify, replace, suspend, or withdraw features;
• carry out maintenance, patches, fixes, upgrades, or infrastructure changes;
• change interfaces, workflows, classifications, methodologies, or technical architecture;
• discontinue any integration, connector, or optional functionality.

17.4Monai Tech shall not be liable for any loss arising from lawful changes, maintenance, suspension, withdrawal, or improvement of the Platform.

18. Suspension Rights

18.1Monai Tech may suspend, restrict, or disable access to all or part of the Platform immediately, with or without notice, where reasonably necessary to:

• protect the security, integrity, or availability of the Platform;
• prevent actual or suspected misuse, fraud, unlawful activity, or breach of these Terms;
• investigate suspected security incidents or policy breaches;
• comply with law, regulation, court order, or regulator expectation;
• protect Monai Tech, its customers, suppliers, systems, or reputation from harm; or
• respond to non-payment.

18.2Suspension does not waive Monai Tech’s right to terminate or take other action.

19. Limitation of Liability

19.1To the fullest extent permitted by law, Monai Tech shall not be liable for any:

• indirect, incidental, consequential, special, exemplary, or punitive loss;
• loss of profit;
• loss of revenue;
• loss of business;
• loss of goodwill;
• loss of anticipated savings;
• loss of opportunity;
• loss, corruption, or inaccuracy of data;
• business interruption.

19.2Without limitation to clause 19.1, Monai Tech shall not be liable for any loss arising out of or in connection with:

• inaccurate, incomplete, unlawful, outdated, or misleading Customer Data;
• misclassification, extraction errors, benchmark assumptions, or AI generated outputs;
• your reliance on any Platform output;
• third-party failures, including banking providers, open banking providers, payment processors, analytics providers, AI providers, cloud providers, or other integrations;
• your failure to re-authorise bank connections or maintain required third-party access;
• unauthorised access resulting from your failure to secure credentials or systems.

19.3Subject to clauses 19.1 and 19.2, Monai Tech’s total aggregate liability arising out of or in connection with the Platform, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, or otherwise, shall not exceed the total subscription fees actually paid by you to Monai Tech in the twelve (12) months immediately preceding the event giving rise to the claim.

19.4Nothing in these Terms limits or excludes liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• any liability which cannot lawfully be limited or excluded.

20. Indemnity

20.1You shall indemnify, defend, and hold harmless Monai Tech, its affiliates, directors, officers, employees, contractors, and agents from and against all claims, losses, liabilities, damages, costs, expenses, and reasonable legal fees arising out of or in connection with:

• your breach of these Terms;
• your misuse of the Platform;
• any Customer Data that is unlawful, inaccurate, infringing, unauthorised, or improperly obtained;
• your breach of applicable law or third-party terms;
• your use of any optional bank aggregation or third-party integration feature;
• any claim that Monai Tech’s use of Customer Data as permitted under these Terms infringes third-party rights or breaches applicable law due to your acts, omissions, or lack of authority.

21. Term and Termination

21.1These Terms commence on the earlier of:

• your acceptance of these Terms;
• your creation of an account;
• your first access to or use of the Platform.

21.2Unless terminated earlier in accordance with these Terms, these Terms continue for the duration of your subscription or use of the Platform.

21.3You may terminate your subscription by giving notice in accordance with your plan terms or any minimum notice period expressly agreed with Monai Tech. Unless otherwise stated in writing, termination takes effect at the end of the current paid billing period and fees already paid are non-refundable.

21.4Monai Tech may terminate or suspend these Terms or your access to the Platform immediately if:

• you fail to pay fees when due;
• you materially breach these Terms;
• you misuse the Platform;
• you expose Monai Tech to legal, regulatory, security, or reputational risk;
• you become insolvent or are reasonably believed to be insolvent;
• continued provision of the Platform is unlawful or impracticable.

21.5Monai Tech may also terminate the subscription for convenience on not less than thirty (30) days’ written notice.

21.6Termination or expiry does not affect:

• accrued rights or liabilities;
• fees due for services already provided or committed;
• any clause expressed or intended to survive termination.

22. Effect of Termination and Data Handling

22.1Upon termination or expiry:

• your right to access and use the Platform shall cease, except to the extent Monai Tech expressly allows limited post-termination access for export or administrative purposes;
• Monai Tech may disable credentials, integrations, and system access;
• you remain liable for all amounts due up to the effective date of termination.

22.2Monai Tech may, at its discretion, offer a limited period for export of certain Customer Data following termination. Any such export assistance is subject to technical feasibility, lawful retention requirements, and payment of any applicable charges where bespoke work is requested.

22.3Any retention, return, deletion, or archived storage of personal data after termination shall be governed by the DPA.

22.4For the avoidance of doubt:

• archived retention does not entitle you to continued active use of the Platform;
• reactivation of a closed account may be subject to Monai Tech’s then-current subscription terms, technical constraints, and commercial approval;
• Monai Tech may retain data as required by law, regulation, legitimate interest, audit needs, dispute resolution, or legal claims defence to the extent permitted by law and the DPA.

23. Publicity

23.1Neither party may issue any public statement, press release, or announcement referring to the other party without prior written consent, except where required by law.

23.2Unless otherwise agreed in writing, Monai Tech may not use your name, logo, or brand in public marketing materials as a customer reference.

23.3If the parties separately agree in writing to a customer reference, case study, testimonial, or logo use, that separate written consent shall govern.

24. Assignment and Subcontracting

24.1You may not assign, transfer, novate, charge, subcontract, declare a trust over, or otherwise deal with any of your rights or obligations under these Terms without Monai Tech’s prior written consent.

24.2Monai Tech may assign, transfer, novate, subcontract, or otherwise deal with any of its rights or obligations under these Terms to any affiliate, successor, purchaser of its business, or service provider.

25. Force Majeure

25.1Monai Tech shall not be liable for any delay, failure, interruption, or non-performance caused by events beyond its reasonable control, including acts of God, internet or telecommunications failures, third-party outages, cyber incidents, pandemic, industrial disputes, war, civil unrest, governmental action, failure of utilities, or failure of third-party providers.

25.2Where such an event occurs, Monai Tech’s obligations shall be suspended for the duration of the relevant event to the extent affected.

26. Notices

26.1Notices under these Terms must be in writing.

26.2Notices to Monai Tech must be sent to the contact address or email stated in these Terms, or such other address as Monai Tech notifies.

26.3Notices to you may be sent to the email address associated with your account or any other address you have provided to Monai Tech.

26.4Email notices shall be deemed received at the time of transmission unless a delivery failure message is received.

27. Entire Agreement

27.1These Terms, together with the documents incorporated under clause 2, constitute the entire agreement between the parties in relation to the Platform.

27.2You acknowledge that you have not relied on any statement, representation, assurance, warranty, or understanding not expressly set out in the contractual documents.

27.3Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.

28. Severability

28.1If any provision of these Terms is found to be invalid, unlawful, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.

28.2If modification is not possible, the relevant provision shall be deemed deleted, and the remainder of these Terms shall remain in full force and effect.

29. Waiver

29.1No failure or delay by Monai Tech in exercising any right, power, or remedy shall operate as a waiver of that right, power, or remedy.

29.2A waiver shall only be effective if given in writing.

30. Third-Party Rights

30.1A person who is not a party to these Terms shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms.

31. Changes to the Terms

31.1Monai Tech may amend these Terms from time to time.

31.2Where required by law or where Monai Tech considers the changes material, Monai Tech will provide notice by email, through the Platform, or by other reasonable means.

31.3Continued use of the Platform after the effective date of updated Terms constitutes acceptance of the revised Terms.

32. Governing Law and Jurisdiction

32.1These Terms and any dispute or claim arising out of or in connection with them, their subject matter, or formation shall be governed by and construed in accordance with the laws of England and Wales.

32.2The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

33. Contact

If you have any questions regarding these Terms, please contact:

JY TECH LTD
hello@monai.tech
41 Town Street, Batley Carr, Dewsbury, United Kingdom, WF13 2HQ

© 2026 JY TECH LTD. All rights reserved.