SERVICE AND PRODUCT TERMS

1.             OVERVIEW

1.1.            These terms (Terms) govern your relationship with Dental Innovations Pty Ltd ACN 115 063 226 (we, us, our) that apply when you access or use in any way:

1.1.1.            our online services via our website at www.dentalinnovations.com.au (Site) or social media pages, collectively referred as our Platform (Services); and

1.1.2.            any physical product we supply (Products) and which work in conjunction with the Services.

1.2.            By setting up a user or membership account (Account) and becoming one of our members (Member), or by accessing and/or using the Services, you expressly agree to, and consent to be bound by these Terms on behalf of yourself or the entity you represent. You represent and warrant that you have the right, authority, and capacity to accept and agree to these Terms on behalf of yourself or the entity you represent.

1.3.            If you do not agree to all these Terms, you should not use the Services or the Products. We may update these Terms at any time. If we do, we will notify you and your continued use of the Services and/or the Products will indicate your acceptance of the revised Terms.

1.4.            Our privacy policy (Privacy Policy) and any other legal notices provided via the Service are incorporated by reference into these Terms and you are agreeing to accept and abide by them by using the Services.

2.             TERM AND TERMINATION

2.1.            These Terms remain in effect as long as you continue to use the Services and/or Products, or until terminated in accordance with the provisions of these Terms.

2.2.            You may stop using our Services any time.

2.3.            We may suspend or terminate your use of our Services if you are:

2.3.1.            not complying with these Terms; or

2.3.2.            use the Services in any way that would cause us legal liability or disrupt others use of the Services.

2.4.            We may also change or remove at any time any features currently offered as part of the Services, or the Services themselves, by giving reasonable notice of any changes and allow you the opportunity to withdraw from the Services. Upon termination, your Account and right to use the Services will automatically terminate.

3.             ACCOUNTS

3.1.            Creating an Account with us allows you to use the Products and Services. You must be at least 18 years old to create an Account. We reserve the right to decline registration or to cancel an account at any time.

3.2.            When you create an Account, we will collect, store and disclose your information in accordance with our Privacy Policy, which is incorporated into these Terms.

3.3.            You must keep any Account password confidential and are entirely responsible if you do not maintain such confidentiality. You must immediately notify us if any unauthorised third party becomes aware of that password or if there is any unauthorised use of your email address or any breach of security known to you. You agree that we are not responsible or liable in the event that a person to whom your password is disclosed uses the Site.

3.4.            We may allow multiple persons to access an Account (Users), each of whom will also be bound by these Terms.

3.5.            You warrant that all information you provide in your Account is accurate and up to date and you will promptly inform us of any changes.

3.6.            We may without notice suspend or close your Account if you (or someone accessing your Account) is in breach of these Terms or we reasonably suspect such a breach has occurred or will occur.

4.             GRANT OF ACCESS AND END USER LICENCE

4.1.            Subject to these Terms, we grant you a non-transferable, non-exclusive, right (without the right to sublicense) to access and use the Platform for the purpose of:

4.1.1.            registering an Account;

4.1.2.            communicating with other Users of the Platform;

4.1.3.            otherwise accessing a Service explicitly provided by us through the Platform for your use; and

4.1.4.            accessing any Product we supply,

 

(collectively, the Permitted Purpose).

4.2.            We operate the Site, which we provide for your personal use only via standard web and mobile internet browsers. Access to the Site may be suspended, restricted or terminated at any time.

4.3.            You must not, and not allow others to use or permit anyone else to access the Site:

4.3.1.            to upload, send or receive any defamatory, unlawful, abusive or pornographic material or material that infringes the rights of third parties;

4.3.2.            to upload, send or receive any material which is technically harmful, limits the functionality of software or hardware or intended to intercept communications;

4.3.3.            for any purpose that is unlawful or fraudulent, involves resale of the Services, attempts to access unauthorised data or configurations or interferes with the functionality of the Services;

4.3.4.            to send unsolicited mail messages, with any robot, spider or similar manual or automatic tool or process for any reason without our written consent use the Site; or

4.3.5.            in breach of these Terms.

4.4.            We do not warrant or represent that the Platform will:

4.4.1.            confer any right of exclusivity on you in respect of the Platform;

4.4.2.            provide any guarantee in relation to the performance of the Platform;

4.4.3.            be uninterrupted, secure or error-free; or

4.4.4.            meet your reasonable expectations.

4.5.            Where the Platform (including the Site) contains links to third party sites, we have no control over, do not accept, and we assume no responsibility for the content or products of such third-party sites.

4.6.            You must immediately report any suspicious activity, potential fraud, unlawful conduct or misrepresentation encountered on the Platform to us.

4.7.            We may temporarily suspend your access to the Platform, Services, or a specific Service without notice for security reasons, system failure, maintenance and repair, or other similar circumstances. To the fullest extent permitted by law you agree that you will not be entitled to any refund or rebate for such suspensions.

5.             UPDATES

5.1.            From time to time, we may develop bug fixes, patches, new functionality, updates, upgrades and other modifications to improve the performance of the Services (Updates).

5.2.            Updates may be automatically installed without providing any additional notice or receiving any additional consent.

5.3.            Updates are subject to these Terms together with any additional terms that may be provided with such Update. Your continued use of the Services following such Update is your agreement to all such additional terms.

6.             CONTENT

6.1.            Certain materials may be displayed or performed on the Services including, but not limited to text, data, graphics, images, video, audio, photographs, articles, and other materials (Content).

6.2.            The Content may be owned by us or by others, including other users of the Services or our third-party partners. Use of the Services does not confer ownership rights to the Content. Except as may be expressly granted by us, you may use the Content solely for the Permitted Purpose in connection with the Services.

6.3.            You represent and warrant that you have all rights to Content you give us in the course of using the Services and you grant us a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sub-licensable and transferable right to access, display, reformat, modify, create derivative works of, excerpt, translate, distribute or otherwise use such Content in connection with providing the Services.

7.             LINKS TO OTHER SERVICES

7.1.            The Services may be used in connection with other products and services, and may contain links and interfaces to, as well as content and data from, third-party websites, apps, products and services (Other Services).

7.2.            Any links and interfaces are provided solely as a convenience to you.

7.3.            By accessing or using these Other Services, you are consenting to the creation of an interface with such Other Services, and agreeing that we may exchange information and control data with such Other Services regarding you, your Users, your Products and use of the Services, including your and your Users personal information, in order to enable the Other Service interface and functionality, and its use by such Other Services.

7.4.            Once this information is shared with the Other Services, its use will be governed by the third party s privacy policy and not by our Privacy Policy. Use of Other Services is governed by separate terms and conditions provided by the providers of the applicable product or service. You acknowledge and agree that we make no representation or warranty about the safety of any Other Services.

7.5.            Certain independent, third party code may be included in the Service that are subject to open source licenses (Open Source Software). The Open Source Software is licensed under the terms of the license that accompanies such Open Source Software, and you are responsible for compliance with these Terms and any applicable Open Source Software terms on our Site.

8.             PRODUCTS AND ONLINE ORDERING

8.1.            In addition to these Terms your purchase of a Product (Order) is governed by our online ordering service terms and conditions (Online Ordering Terms) listed on our Site for our online ordering facility (Online Ordering Facility), which the Online Ordering Terms will take precedence over these Terms to the extent of inconsistency in respect of the Product.

8.2.            If a Member resigns from its membership or a membership is terminated by us, access to the Online Ordering Facility will automatically cease.

8.3.            Relevant quotes, prices, payment obligations, delivery and availability are subject to our Online Ordering Terms.

8.4.            You must not, and not allow others to use or permit anyone else to use the Products to:

8.4.1.            license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Product except as expressly permitted by law;

8.4.2.            attempt to probe, scan, or test the vulnerability of any products or breach any security or authentication measures, or to modify, make derivative works of, disassemble, reverse engineer, decompile or otherwise attempt to gain the source code for any Product except as expressly permitted by law;

8.4.3.            access the Product in order to build a similar or competitive offering to us;

8.4.4.            upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer or communication network, computer, handheld mobile device, data, or properties connected to the Product; and

8.4.5.            violate any applicable law or regulation;

9.             Prices and Payment

9.1.            The prices applicable to the Products and Services are set out on the Site are in Australian Dollars, exclusive of any taxes, shipping and handling charges and may be changed by us at any time.

9.2.            You are responsible for paying all applicable fees and charges and paying any taxes applicable to your purchases from us in connection with the Services selected by you in accordance with these Terms.

9.3.            Only valid credit cards or other payment method acceptable to us may be used and all refunds will be credited to the same card or, in our discretion, other methods.

9.4.            By submitting an Order, you represent and warrant that you are authorised to use the designated card or method and authorise us to charge your Order (including taxes, shipping, handling and any other amounts) to that card or other method.

9.5.            By providing you the Services for your use through our Online Ordering Facility, we, in no way or capacity act as agent for any of our suppliers (Supplier) who list their products and prices on our Online Ordering Facility. We do not warrant the pricing, performance or quality of Products listed on our Online Ordering Facility nor endorse their use. By placing an Order using the Online Ordering Facility, you acknowledge and agree that you are ordering and contracting directly with each Supplier of the Product ordered.

9.6.            When a Member places an Order using the Online Ordering Facility and this Order is sent to one of our Suppliers, you acknowledge that this constitutes an agreement between you and the Supplier, with payment to be made either:

9.6.1.            directly to the Supplier by the Member on the Supplier s then current product supply terms and conditions (Supplier Terms and Conditions), as offered by the Supplier and accepted by the Member; or

9.6.2.            by the Member making payment directly on their Account on the Online Ordering Facility, and us collecting your payment at check out and holding it on trust for payment to the Supplier.

9.7.            Members using the Online Ordering Facility acknowledge that they are placing Orders with the Supplier of the Product ordered, not us (unless the Product is supplied by us). All dealings arising from the placement of an Order are direct with the relevant Supplier under the Supplier Terms and Conditions. Where a Member has not yet established an account with a Supplier, it is at the sole discretion of that Supplier to determine whether to accept an Order placed via the Online Ordering Facility immediately, or to defer acceptance until the Member has completed the Supplier s account application process.

10.          INTELLECTUAL PROPERTY

10.1.          All intellectual property rights in the Platform, including any database operated by us, text, graphics, software, photos, video, music, sound, data, all software compilations, underlying source code (including applets and scripts) is our property (or that of our licensors). You shall not, and shall not attempt to, obtain any ownership or title to any such property. All rights are reserved.

10.2.          Other than for the purposes of accessing the Site in accordance with these Terms, none of the material listed above, in whole or in part, may be reproduced, distributed, copied, modified, distributed, published, downloaded, displayed, posted, performed or transmitted in any form or by any means, sold, rented, re-sold, licensed or sub-licensed, used to create derivative works, or in any way exploited without our prior express written permission.

10.1.          If you communicate with us, you grant to us an irrevocable, perpetual, non-exclusive, royalty-free, world-wide licence to use, copy, display and distribute the content of your correspondence or communication and to prepare derivative works of the content or incorporate the content into other works in order to publish and promote such content. This may include, but is not limited to, publishing testimonials on our Site and developing your ideas and suggestions for improved Services we provide and the Platform.

10.2.          No licences or rights are granted to you by implication or otherwise, except for the licences and rights expressly granted to you.

11.          INDEMNIFICATION

11.1.          To the fullest extent permitted by law, you agree to defend, indemnify, and hold us and our officers, directors, employees, affiliates, agents, licensors, and Suppliers, harmless from and against any damages, claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting in connection with:

11.1.1.         your or your Users use of the Products or Services, including without limitation your negligence and wilful misconduct;

11.1.2.         you or your Users violation of law or third party right;

11.1.3.         your or your Users violation of these Terms; or

11.1.4.         your use or reliance upon Other Services or third party sites.

12.          WARRANTY DISCLAIMERS

12.1.          We will use reasonable care and skill in performing our obligations under these Terms.

12.2.          We accept liability for:

12.2.1.         our fraud;

12.2.2.         any implied contractual terms that cannot be excluded or limited under applicable law, including the Australian Consumer Law; and

12.2.3.         any loss that flows naturally from our breach of these Terms, however we limit such loss to an amount equal to the amount of the fees paid by you to us in the month in which the event giving rise to the loss occurred.

12.3.          Other than as specifically accepted in section 13.2 above, we are not liable for any other losses or damages you may suffer, including any:

12.3.1.         loss caused by you or to the extent it results from your failure to take reasonable steps to avoid or minimise that loss;

12.3.2.         loss caused by event falling outside our reasonable control;

12.3.3.         indirect or consequential losses (including loss of revenue, profits, enjoyment or loss of business); or

12.3.4.         losses you might suffer as a result of any harmful code or viruses, the quality of data or unauthorised access to information we hold.

12.4.          Except as expressly stated in these Terms, all warranties, conditions and other terms, whether express or implied, by statute, common law or otherwise are excluded to the fullest extent permitted by law.

12.5.          Nothing in these Terms shall attempt to exclude liability that cannot be excluded under applicable law.

13.          DISPUTES

13.1.          If a dispute arises between you and us, our goal is to provide you with a cost effective means of resolving the dispute quickly. We strongly encourage you to first contact us to seek a resolution. If your dispute is not resolved by contacting us, all legal notices and formal disputes should be sent to the address under Notices

13.2.          We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

14.          NOTICES

14.1.          Legal notices must be served (in the case of us) to headoffice@dentalinnovations.com.au and (in the case of you), to the email address you provide to use during the membership registration process.

14.2.          Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid or that the email has not been delivered. Alternatively, we may give you legal notice by mail to the address provided by you during the registration process. In such case, notice will be deemed given three days after the date of mailing.

15.          MISCELLANEOUS

15.1.          We may amend these Terms at any time by posting such amendments online on the Site. You will be bound only to the version of the Terms you agreed to at the time you purchase a Product or access or use our Services.

15.2.          Nothing in these Terms shall be construed to create a joint venture, partnership or agency relationship between you and us and neither party shall have the right or authority to incur any liability, debt or cost or enter into any contracts or other arrangements in the name of or on behalf of the other.

15.3.          You may not assign or otherwise deal with all or any of your rights or obligations under these Terms. We shall have the right to assign all or any of our rights and or delegate or sub-contract our obligations under these Terms to any person.

15.4.          We shall not be liable for any breach of our obligations under these Terms where we are hindered or prevented from carrying out our obligations by any cause outside our reasonable control.

15.5.          No waiver by us of any default of yours under these Terms shall operate or be construed as a waiver by us of any future defaults.

15.6.          Notices to by given to either party shall be in writing and shall be delivered by hand, electronic mail or in the case of you sending us a notice, at headoffice@dentalinnovations.com.au.

15.7.          These Terms are governed and interpreted by the laws of Victoria, Australia.