1. Scope and Parties

1.1 These General Terms and Conditions ("GTC") apply to all services provided by MBS Global Dental and Health Solutions Co., Ltd., a company incorporated under the laws of the Kingdom of Thailand with its registered office in Bangkok ("MBS").

1.2 MBS contracts exclusively with businesses (including manufacturers, distributors, clinics, dental practices, laboratories and trade companies). MBS does not contract with consumers.

1.3 Deviating, conflicting or supplementary terms of the client apply only if MBS has agreed to them expressly and in writing. This applies even where MBS performs services without expressly objecting to such terms.

1.4 These GTC apply in the version in force at the time the contract is formed. MBS may amend these GTC for future engagements.

2. Formation of Contract

2.1 Information published on the MBS website, in catalogues, brochures or price lists does not constitute a binding offer.

2.2 A contract is formed when MBS confirms a booking or engagement in writing (email is sufficient) or countersigns a proposal, order form or statement of work ("Contract Document").

2.3 The specific scope of services, term and fees follow from the Contract Document in conjunction with these GTC.

2.4 In the event of conflict, the following order of precedence applies: (1) an individual quotation, order confirmation or service agreement signed or confirmed in writing by both parties; (2) any service-specific terms applicable to the service concerned; (3) these GTC.

3. Services

3.1 MBS provides services in the following separate areas: (a) Product evaluation and portfolio advisory — clinical, technical and commercial assessment of dental products; independent input on positioning, portfolio gaps and product priorities; (b) Market entry and growth support — advisory on market access, partner identification and commercial execution in Europe and Southeast Asia; (c) Education programs — lectures, seminars, webinars, in-house and hands-on training; (d) Expert Support subscriptions — term-based clinical and product inquiry response services.

3.2 Services are delivered in English or German as agreed in the Contract Document. Where no language is specified, services are delivered in English.

3.3 Informal or spontaneous communication via messenger services, social networks or comparable channels does not constitute a binding professional statement by MBS unless expressly designated as binding in writing.

3.4 Response times and service levels other than the first-response commitment defined in Clause 7.4 are non-binding target values for the internal guidance of MBS. They do not constitute guarantees, warranties or assurances of quality or durability, and deviations do not give rise to claims for reduction, damages, credit or refund. Statutory rights in the event of serious or persistent non-performance remain unaffected.

4. Education Programs, Seminars and Workshops

4.1 Program content, duration, dates, participant numbers and location are defined per engagement. Unless agreed otherwise, the fee covers preparation, delivery and materials; travel, accommodation, venue and catering costs are invoiced separately in accordance with Clause 11.

4.2 Education services serve knowledge transfer only. No specific learning outcome, certification or commercial result is owed.

4.3 Where continuing education or professional development credits may be awarded, their organisation, application and recognition are the sole responsibility of the client. National and regional requirements are to be examined and satisfied by the client independently.

4.4 Audio, video, screen or other recordings of trainings, webinars, presentations or other MBS services require the prior express written consent of MBS.

4.5 MBS may substitute an equally qualified trainer.

5. Postponement and Cancellation

5.1 Cancellations and postponements must be made in writing.

5.2 Unless agreed otherwise, the following applies to scheduled education and on-site services: more than 30 days before the agreed date — no charge; 30 to 15 days before the agreed date — 50% of the fee; less than 15 days before the agreed date, or non-attendance — 100% of the fee.

5.3 Non-recoverable third-party costs already incurred (in particular flights, accommodation and venue) are invoiced in addition in every case.

5.4 One postponement to a date within six months is possible free of charge if requested in writing more than 15 days before the agreed date.

5.5 MBS may cancel or reschedule for good cause (in particular illness, travel restrictions, force majeure or insufficient participant numbers). In that case MBS offers an alternative date or refunds fees already paid for the cancelled service. Further claims are excluded.

6. Advisory, Product Evaluation and Market Entry Services

6.1 Advisory, product evaluation, portfolio and market entry services are provided with professional care on the basis of the information, samples and documents supplied by the client.

6.2 MBS delivers assessments, analyses and recommendations. MBS does not owe, and does not warrant, regulatory approval, sales volumes, market share, adoption rates, launch success or any other commercial outcome. Responsibility for all business decisions remains with the client.

6.3 Material and application testing. Where MBS performs product or material tests, these are documented application tests carried out under practice-oriented conditions on the basis of the samples and specifications supplied. They are not accredited laboratory tests, not standardised conformity tests within the meaning of the applicable product standards, and not clinical investigations. They do not replace testing by an accredited laboratory, a notified body or an equivalent institution. Test results may not be presented as certification, used as the basis of a regulatory submission, or cited in advertising without the prior written consent of MBS, and then only in the wording approved by MBS.

6.4 Where MBS identifies or introduces potential partners, distributors or suppliers, MBS acts as an adviser only. MBS is not an agent, broker or representative of either party, assumes no liability for the performance, solvency or conduct of an introduced party, and owes no guarantee that a partnership will be concluded or maintained.

6.5 Market entry (Europe / Southeast Asia). Market-entry support — including market assessment, distributor identification and screening, partner introductions and portfolio fit evaluation for entry into or from Europe or Southeast Asia — is advisory in nature. MBS does not guarantee that a market entry, distribution agreement, regulatory approval, sales result or any other commercial outcome will be achieved in either region, and does not warrant the accuracy of local market, regulatory or competitive information beyond the professional care described in Clause 6.1. Responsibility for the final selection of any partner and for all related business and legal decisions remains with the client.

7. Expert Support Subscriptions

7.1 Service levels. Expert Support is provided at the service level agreed in the Contract Document (Level 1 Standard Response, Level 2 Clinical Deep Dive, or Level 3 Market & Product Intelligence) and within the agreed inquiry volume, regions, service hours and communication channels.

7.2 Term and billing. Unless agreed otherwise, subscriptions run for twelve (12) months. Expert Support is invoiced and payable in advance in six-month periods. The first period is due before the service starts; each subsequent period is due before that period begins. MBS is not obliged to begin or continue the service before the corresponding payment has been received in full.

7.3 Inquiry volume and excess. Inquiries exceeding the agreed volume are not covered by the subscription fee. MBS will notify the client on reaching the agreed volume and will, at the client's choice, either invoice further inquiries at the agreed hourly rate (or, if none is agreed, the standard MBS hourly rate) in units of 30 minutes, or propose an upgrade to a higher service level.

7.4 First-response commitment. MBS provides a substantive first response by the end of the next MBS business day. MBS business days are Monday to Friday, excluding announced service closures. Service closures are announced by email to the client's designated support contacts and published at www.mbs-global.net at least four (4) days in advance, except where the closure is caused by illness or an event under Clause 21. Where a question requires laboratory data, manufacturer confirmation or third-party input, the first response confirms receipt, states what is missing and gives a realistic answer date; the commitment is satisfied by that first response. It is a service commitment, not a guarantee of a conclusive clinical or technical answer within that time, and does not apply to inquiries exceeding the agreed volume, to emergencies, or during announced service closures.

7.5 Client obligation to provide documentation. The client is obliged to supply MBS, at its own cost and in good time, with all documents and information required to deliver the service — including current product specifications, technical data sheets, instructions for use, safety data sheets, indication and contraindication lists, approved claims and communication standards, material compositions where relevant, existing FAQ and complaint documentation, and any relevant regulatory or clinical documentation. The client keeps this documentation up to date and informs MBS without delay of any changes. Response times are suspended for as long as required documentation is missing or outdated.

7.6 Own research. Where a complete answer requires MBS to carry out its own research — because documentation was not supplied, is incomplete or outdated, because literature, standards or regulatory sources must be reviewed, or because laboratory data, comparative testing or third-party enquiries are needed — MBS informs the client in advance and, following the client's approval, invoices this work at the agreed hourly rate, or at the standard MBS hourly rate if none was agreed, billed in units of 30 minutes. Such research work is not covered by the subscription fee. Travel and third-party costs incurred are invoiced in addition at cost.

7.7 Basis and use of responses. Responses are drafted on the basis of the product specifications, indications and approved communication standards supplied by the client. MBS is not liable for the accuracy or completeness of client-supplied data, nor for consequences arising from information the client withheld or supplied incorrectly. Expert Support answers are intended for the inquiring professional and may not be published, used as advertising claims, or presented as regulatory or clinical certification.

7.8 Communication under the client's brand. Where agreed, MBS responds in a manner aligned with the client's brand and approved communication standards. This does not constitute authority to represent the client, to enter into obligations on its behalf, or to make binding statements towards third parties beyond the agreed scope.

8. Regulatory Status and Clinical Responsibility

8.1 MBS is not a manufacturer, importer, distributor or other economic operator in respect of the client's products. MBS does not act as an EU Authorised Representative (Art. 11 Regulation (EU) 2017/745), as Person Responsible for Regulatory Compliance (Art. 15 Regulation (EU) 2017/745), as a notified body, or in any equivalent role under Regulation (EU) 2017/746 or any national medical device or cosmetics regime.

8.2 MBS does not perform conformity assessment, clinical evaluation, technical documentation, registration, post-market surveillance or vigilance duties, and owes no regulatory consulting service unless such a service is expressly agreed in a separate Contract Document. All regulatory obligations remain with the client.

8.3 All clinical and product information provided by MBS is intended for professional education and product-related guidance. It does not constitute a diagnosis, treatment recommendation or medical advice. Diagnosis, treatment planning, material selection and clinical decision-making in the individual case remain the sole responsibility of the treating dental professional.

9. Independence and Conflicts of Interest

9.1 MBS acts manufacturer-independently. MBS accepts no commissions or benefits from third parties that could influence a recommendation.

9.2 Where a potential conflict of interest exists, MBS discloses it before the engagement begins.

10. Client Obligations

10.1 The client provides all information, data and documents required for performance completely, correctly, in good time and up to date. Unless agreed otherwise, only written documents in customary formats (e.g. PDF or DOC) are authoritative.

10.2 Oral statements, unconfirmed information or outdated documents create no performance obligation and no liability on the part of MBS, unless MBS knew or ought to have known of their inaccuracy or obsolescence.

10.3 The client ensures that all employees, dental professionals, users and third parties it involves are appropriately qualified and apply the information provided by MBS properly.

10.4 The client anonymises personal health data, patient names and other sensitive personal data before transmitting them to MBS.

10.5 The client ensures that suitable premises, presentation technology and a stable internet connection are available at the venue and for online formats. Technical failures within the client's sphere of responsibility are not attributable to MBS.

11. Travel, Expenses and On-Site Requirements

11.1 For on-site services the client bears all travel, transport and accommodation costs of MBS and its employees or agents, unless agreed otherwise in the Contract Document.

11.2 International flights are booked by MBS in Business Class and invoiced to the client at cost. Accommodation is booked and paid for by the client and must be of at least an upper mid-range standard (minimum 4-star category or comparable).

11.3 Where travel is cancelled or postponed by the client, Clause 5 applies in addition to non-recoverable third-party costs.

12. Fees, Taxes and Payment

12.1 Fees follow from the applicable price list, an individual proposal or another Contract Document. Unless agreed otherwise, ongoing services are invoiced in advance and one-off services after delivery.

12.2 The contract and invoicing currency is Euro (EUR) or Thai Baht (THB). Conversion is based on the reference rate of the European Central Bank or the Bank of Thailand on the invoice date, unless agreed otherwise in writing.

12.3 All fees are net and exclusive of VAT, if applicable, at the statutory rate (currently 7% in Thailand, subject to statutory change) and of any other applicable taxes, duties and bank charges, which are borne by the client.

12.4 Withholding tax. Where the client is required to withhold tax on a payment, the amount payable is increased so that MBS receives the full invoiced net amount. The client provides MBS with a valid withholding tax certificate without delay.

12.5 Unless agreed otherwise, invoices are payable within 14 days of the invoice date without deduction. For engagements above an agreed threshold MBS may invoice in instalments or request an advance payment.

12.6 Set-off and retention. The client may set off only claims that are undisputed or have been finally determined by a court or arbitral tribunal, and may exercise a right of retention only in respect of claims arising from the same contractual relationship.

12.7 Price adjustment. MBS may adjust the fees for term-based services with effect from the start of a renewal term by giving at least eight (8) weeks' written notice before the end of the current term. Where the adjustment exceeds 5%, the client may terminate the contract with effect from the end of the current term within 14 days of receiving the notice.

12.8 Default. If payment is not received within 14 days of the invoice date, the client is in default without further reminder. MBS is then entitled to charge default interest at the statutory rate and to claim reasonable costs of collection.

12.9 Suspension and discontinuation. In the event of default, MBS may suspend all services in whole or in part — including Expert Support responses, ongoing advisory work and scheduled trainings — until payment has been received in full. Where default continues for more than 30 days, MBS may discontinue the services and terminate the engagement for cause. Fees already invoiced remain payable; the commitment under Clause 7.4 does not apply for the duration of a suspension, and no claims for reduction, damages or otherwise arise from a suspension or discontinuation.

12.10 Retention of title. Reports, analyses, presentations, concepts and other deliverables remain the property of MBS, and the rights of use under Clause 16 do not pass to the client, until the corresponding fees have been paid in full.

12.11 Return of documents and data. On discontinuation or termination for whatever reason, and at the request of MBS in the event of continued default, the client shall return or verifiably delete all documents, materials, reports, analyses, presentations and data provided by MBS within 14 days and confirm this in writing. The client's right to use such materials ends at that point. Correspondingly, MBS returns or deletes documents and data provided by the client, subject to statutory retention obligations.

13. Exclusivity

13.1 Exclusivity (for example for a country, region or customer group) exists only where expressly agreed in writing in the Contract Document.

13.2 Exclusivity is always limited to a single country or clearly defined region and is limited in time.

13.3 The client has no claim to the conclusion of an exclusivity agreement. Exclusive arrangements are regularly subject to an additional fee; the amount follows from the Contract Document.

14. Term, Renewal and Termination

14.1 The minimum term of term-based services follows from the Contract Document and, unless provided otherwise there, is twelve (12) months.

14.2 Unless agreed otherwise in the Contract Document, the contract renews automatically for the original term unless terminated by either party in text form (e.g. email) three (3) months before the end of the current term.

14.3 The right to terminate for good cause remains unaffected. Good cause exists in particular where the client is in default for more than 30 days (Clause 12.9), where the client culpably breaches Clause 15, or in the case of force majeure under Clause 21.3.

15. Confidentiality, Non-Circumvention and Contractual Penalty

15.1 Both parties treat all commercial and technical information disclosed in the course of an engagement and not publicly available as confidential and do not disclose it to third parties without consent, and use it only for the contractually intended purposes. This obligation survives the end of the engagement by three (3) years. A separate non-disclosure agreement takes precedence over this clause. Statutory disclosure obligations (for example towards authorities or courts) remain unaffected.

15.2 The client further undertakes not to disclose, forward or make accessible to any third party — including affiliated companies, distributors, suppliers, competitors or consultants — any customized concept, program design, evaluation, analysis, report, recommendation, training methodology, questionnaire, assessment framework or market insight developed or provided by MBS, unless MBS has consented in writing.

15.3 The client further undertakes not to reproduce, adapt, re-brand, commercialise or offer such content as its own service, training, advisory or support offering, and not to enable or engage third parties to do so. This applies during the engagement and for three (3) years after its end. Internal use within the contracting company for its own products, teams and markets remains permitted.

15.4 Each culpable breach of Clauses 15.1 to 15.3 entitles MBS to claim a contractual penalty in the amount of the fee agreed for the engagement concerned, with the right to claim further damages remaining unaffected. Injunctive relief remains available.

16. Intellectual Property, Recordings and Automated Processing

16.1 All concepts, presentations, reports, course materials, graphics, documents, recordings, methods and other materials created or provided by MBS ("MBS Materials") remain the intellectual property of MBS or of the respective rights holders.

16.2 Subject to full payment, MBS grants the client a simple, non-exclusive, non-transferable and non-sublicensable right to use the MBS Materials supplied in the course of the engagement, limited to the client's internal purposes. Course materials handed to participants may be retained and used internally by the participating organisation without time limit; all other MBS Materials may be used for the duration of the engagement unless the Contract Document provides otherwise.

16.3 Any transfer, reproduction, publication, recording, translation, adaptation or other use — including in part — beyond the internal right of use under Clause 16.2 requires the prior express written consent of MBS. This applies in particular to use for marketing, advertising, sales or training purposes of the client or of third parties, and to training third parties with MBS Materials.

16.4 The use of MBS Materials in AI systems, training datasets or automated evaluations — including but not limited to machine learning models, large language models and recommendation engines — is prohibited without the prior express written consent of MBS.

16.5 The client warrants that it holds the necessary rights to all materials, data and images it supplies to MBS and indemnifies MBS against third-party claims arising from their use in accordance with the contract.

17. Non-Solicitation

For the duration of the engagement and for twelve (12) months thereafter, the client shall not actively solicit or engage employees, trainers, associates or subcontractors of MBS who were involved in the engagement, whether directly or through third parties, without the prior written consent of MBS. General public job advertisements not directed at such persons are not affected.

18. Subcontractors, Substitution and Assignment

18.1 MBS may engage qualified employees, associates and subcontractors to perform the services. MBS remains responsible to the client for performance.

18.2 The client may assign rights and obligations under the contract to third parties only with the prior written consent of MBS. MBS may withhold consent where the assignee is a competitor of MBS or where a conflict of interest under Clause 9 would arise.

18.3 The client informs MBS without delay of any change of control (acquisition of a majority of voting rights or of a controlling interest). Where the acquirer is a competitor of MBS, MBS may terminate the contract with three (3) months' notice.

19. References

MBS may name the client as a reference and describe the type of engagement only after the client has given written consent.

20. Liability

20.1 MBS is liable without limitation for intent and gross negligence, and for injury to life, body or health, as well as under mandatory statutory liability regimes.

20.2 Liability for ordinary negligence is excluded to the extent permitted by applicable law.

20.2a Where MBS is liable in principle under mandatory statutory provisions and unlimited liability under Clause 20.1 does not apply, liability is limited in amount to the total fees paid by the client under the engagement concerned in the twelve (12) months preceding the event giving rise to liability.

20.3 Liability for indirect damage, consequential damage, loss of profit, lost savings, business interruption, loss of production, product recalls, regulatory consequences and reputational damage is excluded.

20.4 MBS is not liable for damage arising from information, data or documents supplied by the client that were incomplete, incorrect or not up to date, unless MBS failed to recognise their inaccuracy intentionally or through gross negligence, or used them despite knowledge.

20.5 MBS is not liable for the client's business decisions, nor for the nature, frequency or intensity of the client's use of the support services.

20.6 The above limitations apply correspondingly in favour of the legal representatives, employees, associates and subcontractors of MBS.

20.7 The foregoing limitations and exclusions apply only to the extent permitted by applicable mandatory law. Nothing in this Clause 20 excludes or limits liability that cannot be excluded or limited by agreement in advance.

21. Force Majeure

21.1 Neither party is liable for delays or non-performance caused by events beyond its reasonable control, including natural events, epidemics and pandemics, war, acts of terrorism, official measures, travel restrictions, nationwide power or internet outages, strikes at third parties and failures of communication networks.

21.2 For the duration of the event, the performance obligations of the affected party are suspended. The affected party informs the other party without delay of the nature and expected duration of the event.

21.3 Where an event of force majeure continues for more than ninety (90) consecutive days, either party may terminate the affected part of the contract or the contract as a whole for good cause.

22. Data Protection

22.1 Personal data is processed in accordance with the applicable data protection laws, including where relevant Regulation (EU) 2016/679 (GDPR) and the Thai Personal Data Protection Act, and as described in the MBS Privacy Policy.

22.2 Where MBS processes personal data on behalf of the client, the parties conclude a separate data processing agreement. Where personal data is transferred from the European Economic Area to MBS in Thailand, that agreement includes the Standard Contractual Clauses adopted by the European Commission, module two (controller to processor). Where personal data is transferred from the United Kingdom, the agreement instead uses the UK International Data Transfer Agreement or the UK Addendum to the EU Standard Contractual Clauses, as applicable. MBS provides a template for this purpose on request.

23. Sanctions, Export Control and Anti-Bribery

23.1 Both parties comply with all applicable sanctions, export control and customs regulations. The client warrants that it is not subject to any applicable sanctions regime and that the services will not be used for, or made available to, a sanctioned party or a prohibited end use.

23.2 Both parties comply with applicable anti-bribery and anti-corruption legislation. Neither party offers, promises or grants any undue advantage in connection with the engagement.

23.3 MBS may suspend or terminate the engagement with immediate effect where performance would breach Clause 23.1 or 23.2.

24. Governing Law and Dispute Resolution

24.1 These GTC and all contracts concluded under them are governed exclusively by the laws of the Kingdom of Thailand, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and excluding its conflict-of-laws rules to the extent they would refer to another legal system.

24.2 All disputes arising out of or in connection with these GTC and the contracts concluded under them shall be finally settled by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules in force at the time of the notice of arbitration. The law governing the arbitration agreement shall be the law of Singapore. The seat of arbitration is Singapore, the tribunal consists of one arbitrator, and the language of the proceedings is English.

24.3 For undisputed monetary claims, MBS remains entitled to bring proceedings before the state courts at the registered office of MBS or at the registered office of the client.

24.4 Either party may at any time apply to a competent court for interim or protective relief.

25. Final Provisions

25.1 Should any provision of these GTC be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions is unaffected. The invalid or unenforceable provision is replaced by a provision that comes closest to its economic purpose and is valid.

25.2 Amendments and additions to these GTC and any side agreements require written form, unless a stricter form is prescribed by law. This also applies to any amendment of this written form requirement.

25.3 In the event of a conflict between these GTC and individual agreements, the order of precedence in Clause 2.4 applies.

25.4 The governing language of the contract is English. A German or other language version may be provided for information purposes. In the event of discrepancies, the English version prevails, unless mandatory law provides otherwise.

25.5 These GTC apply in the version in force at the time of contract formation. The current version is available at www.mbs-global.net and is provided with every proposal.

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MBS Global Dental and Health Solutions Co., Ltd.
763 Charoen Nakhon Road
Thon Buri, 10600 Bangkok
Thailand

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Max Salz
Jiratheep Salz

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Email: info@mbs-global.net
Web: www.mbs-global.net

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Max Salz and Jiratheep Salz
763 Charoen Nakhon Road, Thon Buri, 10600 Bangkok, Thailand

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MBS Global Dental and Health Solutions Co., Ltd.
763 Charoen Nakhon Road, Thon Buri, 10600 Bangkok, Thailand
Email: info@mbs-global.net

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