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White-Label Reseller Agreement

Last updated: 17 October 2026, version 1.0

Online agreement, accepted by checkbox at checkout, or by email where payment is made by Wise, bank transfer or PayPal (see Part A).

Provider: Andrés Martínez Gómez, trading as Frontdesk Agents, Avda. de la Fama, 19, 30008 Murcia, Spain; hello@frontdeskagentshq.com ("Provider", "we"). Agency: the business entered at checkout: legal name, address, contact email and country ("Agency", "you").

Part A: Order (completed at checkout)

Acceptance checkbox (shown at checkout, unticked by default):

☐ I agree to the White-Label Reseller Agreement (including the Sub-processing Terms in Schedule 1), the Terms of Service and the Privacy Policy. I confirm I am authorised to bind the Agency, that the Agency acts as a business, and that I will not set up the service for clinics in the United States, the United Arab Emirates or Canada. I understand the monthly running fee renews automatically for each active Client Account until cancelled under §11.

If the Agency pays by Wise, bank transfer or PayPal (no checkbox), this Agreement is accepted when the Agency, before paying, confirms by email that it accepts this Agreement, the Terms of Service and the Privacy Policy on the Agency's behalf, and the payment is then received; that email is the acceptance record.

Part B: Terms

1. Definitions

• Service: Provider's AI front-desk service (voice, WhatsApp and web chat, where available) that answers patient enquiries and books, reschedules or cancels appointments.
• Clinic: a dental, aesthetic or similar clinic that is the Agency's customer and for which the Agency orders a Client Account.
• Client Account: one configured instance of the Service for one location of one Clinic.
• Clinic Agreement: the Agency's contract with a Clinic.
• Clinic Data: personal data processed through a Client Account (patients, callers and Clinic staff).

2. Relationship

1. The Agency buys the Service from Provider as Provider's customer and may resell it to Clinics under the Agency's own brand, in its own name and for its own account.
2. Provider has no contract with the Clinics. The Agency is solely responsible to its Clinics for the Service it resells, its own services, support it provides, and its pricing, invoicing and collection. Provider gives first-line support to the Agency only, unless agreed in writing.
3. The parties are independent contractors. Neither is the other's agent, partner or employee. The Agency may not bind Provider or make commitments in Provider's name.
4. The Terms of Service apply to the Agency's use of the Service as if the Agency were the "Clinic" (customer). If they conflict with this Agreement, this Agreement prevails. The Pilot Terms and the Refund Policy guarantee do not apply to Agency orders or to Clinics unless Provider expressly agrees in writing.

3. Fees and payment

1. Setup fees are paid in full in advance (at checkout or against Provider's payment request). Provider aims to make each Client Account live within 3 business days of receiving the Clinic information Provider requests (services, opening hours, booking system access, FAQs, branding). This is a target, not a guarantee. If Provider has not made a Client Account live within 30 days of receiving complete information, for reasons not caused by the Agency or Clinic, the Agency may cancel that Client Account and receive a refund of the setup fee attributable to it (USD 750 for a 1-account package, USD 500 per account for a 3-account package). Otherwise setup fees are non-refundable. Unused Client Accounts in a 3-account package expire 6 months after purchase.
2. Running fees are USD 197 per active Client Account per calendar month, billed monthly in advance (charged to the card on file, or invoiced before each billing date for payment by Wise, bank transfer or PayPal), from go-live of each Client Account, until that Client Account is cancelled under §11. No proration and no refunds for partial months.
3. Payment methods and refunds. Provider accepts card via Stripe, Wise, bank transfer or PayPal. Any amount shown in another currency on the checkout, payment request or invoice is the amount charged. Any refund is made by the same payment method and in the same currency and amount actually charged. Prices exclude taxes. The Agency pays all applicable taxes, other than taxes on Provider's income. Where the reverse charge applies, the Agency accounts for VAT/GST.
4. If a payment fails, Provider may suspend the affected Client Accounts after 7 days' email notice until paid.
5. Provider may change running fees with 30 days' email notice. The Agency may cancel affected Client Accounts with effect from the change.
6. The Agency sets its own prices to Clinics. Provider's fees are due whether or not the Clinic pays the Agency.

4. Branding and marks

1. The Service is delivered unbranded or under the Agency's brand, as configured. The Agency is responsible for having the right to use the names, logos and content it supplies, and grants Provider a licence to use them solely to provide the Service.
2. Provider may be named as a subprocessor where law or the Agency's data protection obligations require (see Schedule 1), and in the subprocessor list provided to Clinics.
3. The Agency may not use Provider's name, logos or other marks ("Frontdesk Agents") or say it is a partner of Provider, without Provider's prior written permission.
4. The Agency may not remove or alter the AI disclosure (§6).

5. Agency marketing and claims

1. The Agency is responsible for its own advertising, sales materials, websites and statements to Clinics. It must comply with the laws that apply to them, including the UK CAP Code and ASA rulings, the Australian Consumer Law (no misleading or deceptive conduct), and equivalent rules in its target countries.

2. The Agency may only make factual claims about the Service's features or performance that Provider has approved in writing (an approved claims list is supplied on request). The Agency must not:

   • promise results (e.g. a number of appointments, revenue or recovered leads);
   • offer guarantees or refunds on Provider's behalf;
   • promise availability, response times or features beyond the Terms of Service;
   • say the Service is compliant with HIPAA or certified by any authority;
   • say it collects or handles medical details.
   • Any guarantee, refund or service level the Agency offers its Clinics is the Agency's own, at its own cost.
   • On Provider's written request, the Agency will withdraw or correct non-compliant material within 2 business days.

   • Outreach rules. The Agency must comply with direct-marketing laws in all outreach, including:

   • UK PECR and UK GDPR: corporate subscribers only for unsolicited B2B email, never sole traders or partnerships without consent; identify the sender and offer an easy opt-out; honour opt-outs promptly; check TPS/CTPS for calls;

   • the Australian Spam Act 2003: consent, which may be inferred from a conspicuously published business address relevant to the offer; sender identification; a functional unsubscribe;
   • New Zealand's Unsolicited Electronic Messages Act 2007.

The Agency must not send unsolicited email or messages to recipients in Canada or the EU/EEA, or in any other country, without first obtaining legal advice confirming it is lawful, and must not use automated calls or texts to clinics without consent. The Agency must not suggest that outreach comes from Provider.

6. AI disclosure and eligibility (mandatory)

1. Every Client Account tells patients at the start of each call or conversation that they are talking to an AI assistant, and, if call recording is enabled, that the call is recorded. The disclosure cannot be removed, shortened to the point of being unclear, or disabled. The Agency may adjust the wording only with Provider's approval.
2. Client Accounts must not be configured to ask for or collect health details (symptoms, diagnoses, medical history, reason for visit) or dates of birth. The Agency must not instruct otherwise.
3. The Agency must not resell to, or set up Client Accounts for, Clinics located in the United States, the United Arab Emirates or Canada, or for consumers. Provider may cancel any ineligible Client Account immediately and refund the related setup fee.
4. The Agency must not use the Service for emergencies or clinical advice, and must ensure its Clinics know the Service is not a medical or emergency service.

7. Agency obligations to Clinics

The Agency must ensure that each Clinic Agreement: - requires the Clinic to follow the acceptable use rules in the Terms of Service; - contains a data processing agreement meeting Schedule 1 §3; - tells the Clinic that the Service uses AI, that patients are told so, and that it must not be used for emergencies or health details; - does not grant the Clinic rights against Provider, or make promises on Provider's behalf, beyond this Agreement.

8. Data protection

Schedule 1 (Sub-processing Terms) applies to all Clinic Data. The Agency is the Clinic's processor, and Provider is the Agency's sub-processor. For Agency staff contact data, each party is an independent controller (see the Privacy Policy).

9. Liability and indemnity

1. Nothing limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited by law.
2. Subject to §9.1, Provider is not liable for loss of profits, revenue, business, goodwill, patients or bookings, or for indirect or consequential loss.
3. Subject to §9.1, Provider's total liability arising out of or in connection with this Agreement (in contract, tort including negligence, or otherwise) is limited to the fees the Agency paid Provider in the 12 months before the event giving rise to the claim.
4. The Agency is responsible to its Clinics for the Service it resells. Provider has no liability to Clinics or patients under this Agreement. The Agency will not let Clinics bring claims against Provider that exceed this Agreement.

5. The Agency will indemnify Provider against losses, fines, damages, reasonable legal costs and claims (including by Clinics, patients and regulators) arising from:

   • (a) the Agency's own promises, guarantees, representations, advertising or outreach;
   • (b) the Agency's breach of §§5, 6 or 7 or Schedule 1;
   • (c) content, instructions or configuration supplied by the Agency or its Clinics;
   • (d) disputes between the Agency and its Clinics.

Provider will promptly notify the Agency of any claim, let the Agency control its defence (Provider may join at its own cost), and not settle it without the Agency's consent (not unreasonably withheld).

10. Non-solicitation

For the term and 12 months after, Provider will not knowingly solicit for direct sale of the Service any Clinic that the Agency introduced through a Client Account, during the life of that account. This does not restrict: - general advertising, or Clinics that contact Provider on their own initiative; - Clinics whose Client Account was cancelled at least 3 months earlier; - serving a Clinic after the Agency stops providing the Service to it; - handling transition under §11.5.

11. Term and termination

1. This Agreement starts on acceptance and continues while any Client Account is active or a setup credit remains unused.
2. Either party may cancel a Client Account or this Agreement on 30 days' written notice (email is enough). Running fees continue until the end of the billing period in which the notice expires.
3. Either party may terminate immediately by written notice if the other materially breaches this Agreement and (where curable) fails to cure within 10 days, or becomes insolvent. Provider may terminate or suspend immediately for breach of §5.2, §5.5, §6 or Schedule 1, or unlawful use.
4. On termination, all Client Accounts stop at the effective date and unpaid fees become due.

5. Transition and data return: for 30 days after termination, Provider will, on the Agency's request:

   • export the Clinic Data in a commonly used format (CSV/JSON, plus recordings if any), to the Agency or, on the Agency's written instruction, directly to the Clinic;
   • provide reasonable help moving the configuration (prompts, FAQs, settings) to the Agency or Clinic.

Clinic Data is then deleted under Schedule 1 §6. Help beyond reasonable export is chargeable at rates agreed in advance. 6. §§3 (unpaid fees), 4.3, 5.3, 9, 10, 11.5, 12 and Schedule 1 (until deletion) survive termination.

12. General

1. Changes. Provider may update this Agreement with 30 days' email notice. If the Agency objects, it may terminate before the change takes effect. Changes required by law may apply sooner.
2. Assignment. The Agency may not assign without Provider's written consent. Provider may assign to a successor entity (including a company Provider forms) with notice.
3. Entire agreement. This Agreement, its Schedule and the documents referenced in the acceptance checkbox form the whole agreement on their subject matter.
4. Electronic acceptance. The Agreement is concluded electronically by ticking the checkbox or by email acceptance under Part A; Provider keeps a record of acceptance (version, time, account or acceptance email).
5. Governing law and disputes. This Agreement and any non-contractual dispute are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction. Before starting proceedings (except for urgent injunctive relief), the parties will try in good faith to resolve the dispute by negotiation for 30 days after written notice. Mandatory laws of the Agency's country continue to apply where they cannot be excluded.

Schedule 1: Sub-processing Terms (processor to sub-processor)

1. Roles. For Clinic Data: each Clinic is the controller; the Agency is the Clinic's processor; Provider is the Agency's sub-processor. These terms are a contract under GDPR / UK GDPR Art. 28(4), and the Australian Privacy Act where applicable.

2. Incorporation of the DPA. Provider's Data Processing Agreement at https://frontdeskagentshq.com/dpa (the "DPA"), including Annex 1 (security measures) and Annex 2 (authorised subprocessors), applies between the Agency and Provider with these changes:

   • (a) "Controller" means the Agency, acting as processor for the Clinic.
   • (b) "Processor" means Provider, acting as sub-processor.
   • (c) Provider processes Clinic Data only on the documented instructions of the Agency. The Agency warrants that its instructions are consistent with the Clinic's instructions, and that the Clinic has authorised the Agency to engage Provider and Provider's subprocessors.
   • (d) Notices (breach, subprocessor changes, data subject requests) go to the Agency, which passes them to the Clinic without undue delay. Provider notifies the Agency of a personal data breach within 72 hours of becoming aware of it.
   • (e) The duties the DPA places on the Controller to provide patient notices and to have a lawful basis (including an Art. 9 condition) are the Agency's duty to secure from the Clinic.
   • (f) Audits are requested through the Agency. The Agency may share Provider's audit information with the Clinic under confidentiality.
   • (g) The SCC provisions in the DPA apply with the Agency as data exporter (processor-to-processor module where relevant).

   • Flow-down. Before any Clinic Data is processed, the Agency must have a written data processing agreement with each Clinic that:

   • meets Art. 28(3) GDPR / UK GDPR;

   • authorises the Agency to engage Provider and Provider's subprocessors;
   • imposes obligations on the Agency at least as protective as the DPA, including confidentiality, security, the breach notice, the subprocessor objection process, assistance, deletion and audits.

On Provider's request, the Agency will confirm this in writing and provide the relevant extract. 4. Subprocessor disclosure. The Agency must disclose Provider (as a subprocessor) and Provider's subprocessor list (DPA Annex 2, which Provider may update under DPA §5) to each Clinic, and pass on change notices promptly. If a Clinic validly objects, the Agency tells Provider within the objection period and the parties follow DPA §5. Where no solution is found, the affected Client Account may be cancelled without penalty, as the Agency's sole remedy. 5. Patient transparency. The Agency ensures each Clinic gives patients the information GDPR/UK GDPR requires (or the Australian Privacy Principles), including the AI disclosure and, where relevant, recording. 6. Deletion. After termination of a Client Account, Provider deletes Clinic Data within 30 days after the transition period in §11.5, unless law requires retention, following DPA §10. 7. Liability. Schedule 1 is subject to §9 of the Agreement.

Questions: hello@frontdeskagentshq.com · Terms · Pilot agreement · Refund · Privacy · DPA · White-label reseller agreement · Imprint