Practitioner Terms and Conditions – 15 August 2022

(each Practitioner confirms they have read the Practitioner Terms and Conditions)

These Practitioner Terms detail the practitioner terms and conditions between:

YOU, (the Practitioner)

AND

CLEAR ALIGNER EXCELLENCE PTY LTD ATF Clear Aligner Excellence Unit Trust (ABN 65 823 067 032) of 18 North Drive, 236-262 East Boundary Road, Bentleigh East, VIC 3165 (CAE)

You confirm you have read and agree to the Practitioner Terms by clicking the box labelled “I Agree” provided at the bottom of this Agreement.

PRACTITIONER TERMS AND CONDITIONS

1. 1. 1. Definitions
         In these Terms and Conditions (including the recitals in the Introduction) the following terms have these meanings unless a contrary intention appears:
         1. Applicable Laws includes any law or legal requirement, including at common law, in equity, under any statute, regulation or by-law, any condition or any authorisation, and any decision, standard, directive, guidance, guideline or requirements of any Government Agency in any relevant jurisdiction.
         2. Business Day means a day other than a Saturday, Sunday or public holiday in Melbourne, Victoria, Australia.
         3. CAE means CLEAR ALIGNER EXCELLENCE PTY LTD ATF Clear Aligner Excellence Unit Trust (ABN 65 823 067 032) of 18 North Drive, 236-262 East Boundary Road, Bentleigh East, VIC 3165.
         4. Commencement Date means the date on or around the date of the Dentist’s Subscription Agreement.
         5. Confidential Information means any and all technical and non-technical information that is confidential to a Party, not in the public domain and includes, without limitation, all data, details, plans, designs, concepts and specifications, inventions, computer software and course documents, figures, financials, costings, developments, results, technical advice, trade secrets, samples, specifications, statements, forms, processes, formulae, know-how, ideas, drawings, sketches, models, concepts, technology, business information, procurement, purchasing or manufacturing processes or requirements, Intellectual Property Rights, contracts, forecasts, sales and merchandising information, marketing plans, documents, agreements, techniques, commercial knowledge and other proprietary information in whatever form and however stored and regardless of whether the information is designated conspicuously or otherwise as confidential.
         6. Corporations Act means the Corporations Act 2001 (Cth).
         7. Dental Services means the dental services including orthodontic aligner solutions provided by the Dentist and the Practitioner to Patients.
         8. Dentist’s Subscription Agreement means the agreement between CAE and the Dentist for the provision of the Services.
         9. Government Agency means any federal, state, territory, municipality or other political subdivision, administrative or judicial body, court, ministry, department, commission, authority, instrumentality, tribunal or agency or other governmental, quasi-governmental or regulatory authority or any self-regulatory organisation.
         10. Insolvency Event means the happening of one of the following events:
             1. an application for winding up of a party or the appointment of a provisional liquidator to a party is made and not dismissed, stayed, enjoined or withdrawn within 21 days or any order is made or resolution passed for the winding up or dissolution of a party;
             2. the appointment of an administrator, receiver or manager, or an inspector or investigator or any other corporate controller appointed under the Corporations Act other than as a result of a reorganisation;
             3. a Party enters into a scheme of arrangement;
             4. execution is levied against the assets of a Party; or
             5. a Party is unable to pay its debts as they fall due or states that it is unable to pay its debts as they fall due.
         11. Intellectual Property Rights means statutory and other proprietary rights in respect of trade marks, designs, patents, circuit layouts, copyrights, confidential information, know-how, moral rights and all other rights with respect to intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organisation of July 1967, and includes the intellectual property of OrthoEd Pty Ltd (ACN 105 172 905) and Yohaku Pty Ltd ATF Sageman Trust trading as Savvy Dentist.
         12. Loss means all third party claim, action, dispute, proceeding, loss, damage, cost, expense or liability (including any legal costs on a full indemnity basis) and consequential and indirect loss and Losses has a corresponding meaning.
         13. Party or Parties means the Associate Dentist and CAE.
         14. Patient means an individual who receives the Dental Services from the Dentist and the Practitioner.Professional Registration means the professional registration that the Practitioner must have and maintain in accordance with Applicable Laws as set out in the Practitioner’s Details.
         15. Professional Registration means the professional registration that the Practitioner must have and maintain in accordance with Applicable Laws as set out in the Practitioner’s Details.
         16. Services means the services provided by CAE to the Dentist and the Practitioner, including but not limited to
             1. obtaining discounts from various aligner companies for the Dentist;
             2. sales training to the Dentist and the Practitioner to assist in converting potential Patient leads to Patients engaging the Dentist and the Practitioner to provide the Dental Services; and
             3. education to the Dentist and the Practitioner in relation to clear aligner products and services and practice management via monthly webinars.
             4. providing general marketing services to source Patients seeking the Dental Services;
             5. referring Patients to the Dentist and the Practitioner for the provision of the Dental Services; and/or
             6. other services as agreed by CAE and the Dentist in writing from time to time.
         17. Subscription Fee means the fee payable by the Dentist to CAE in accordance with the Dentist’s Subscription Agreement.
         18. Term means the term of these Terms and Conditions being the period commencing on the Commencement Date and continuing until these Terms and Conditions are terminated in accordance with clause 8.
      2. Interpretation
         In these Terms and Conditions, unless the context otherwise requires:
         1. a word denoting the singular includes the plural and vice versa;
         2. a word denoting one gender includes all genders;
         3. a reference to a clause is to a clause of these Terms and Conditions;
         4. a reference to an agreement or document is to that agreement or document and, where applicable, any of its provisions as varied, novated, supplemented or replaced from time to time;
         5. a reference to a party includes that party’s executors, administrators, substitutes, successors and permitted assigns;
         6. a reference to a thing is a reference to the whole or any part of it, and a reference to a group of things is a reference to any one or more of them; and
         7. headings are for convenience of reference only and do not affect interpretation.

         All headings in these Terms and Conditions have been inserted for the purpose of ease of reference only. They do not affect the meaning or interpretation of it.

         Any schedule attached to these Terms and Conditions forms part of it.

      3. Services
         By agreeing to these Terms and Conditions, the Practitioner acknowledges and agrees that:
         1. he/she is a sub agent of the Dentist and will receive the Services from CAE subject to the subscription to the Services and payment of the Subscription Fee by the Dentist;
         2. he/she must provide the Dental Services to Patients in accordance with these Terms and Conditions; and
         3. CAE shall provide the Services as set out in these Terms and Conditions and otherwise as agreed between CAE and the Dentist.

         The Practitioner must assist CAE to provide the Services by complying with the reasonable requests of CAE to provide information required by CAE to provide the Services, including but not limited to:

         1. name and contact details;
         2. Professional Registration details; and
         3. practice name, address and contact details.

         The Practitioner acknowledges and agrees that as part of the Services, CAE may provide the Practitioner’s contact details to preferred dental aligner companies so that the Practitioner may be contacted directly regarding the Aligner Prices. The disclosure of the Practitioner’s contact details to preferred dental aligner companies will be in accordance with the Privacy Policy of CAE. The collection, use and disclosure of the contact details by the aligner companies will be to the least degree set out in the CAE Privacy Policy and otherwise in accordance with the Privacy Act 1988 (Cth) and the professional obligations of the aligner companies in relation to privacy.

      4. Dentist Professional RegistrationDuring the Term, the Practitioner must ensure that:
         1. the Practitioner maintains his/her Professional Registration with the relevant registration authority and provide copies of such Professional Registration documentation to CAE on demand;
         2. CAE is immediately notified in writing of any restrictions applying to the Practitioner’s Professional Registration;
         3. the Practitioner undertakes appropriate continuing education and professional development in accordance with Applicable Laws, and maintains a high standard of record keeping and otherwise acts in an ethical and professional manner; and
         4. the Practitioner provides CAE with all such information and documents as CAE may reasonably require at any time in respect of any matter which is relevant to these Terms and Conditions or the matters covered herein.
      5. Insurance
         1. the Practitioner maintains his/her Professional Registration with the relevant registration authority and provide copies of such Professional Registration documentation to CAE on demand;
         2. CAE is immediately notified in writing of any restrictions applying to the Practitioner’s Professional Registration;
         3. the Practitioner undertakes appropriate continuing education and professional development in accordance with Applicable Laws, and maintains a high standard of record keeping and otherwise acts in an ethical and professional manner; and
         4. the Practitioner provides CAE with all such information and documents as CAE may reasonably require at any time in respect of any matter which is relevant to these Terms and Conditions or the matters covered herein.
      6. Warranties and Indemnities
         1. The Practitioner warrants to CAE that;
            1. it is duly authorised to enter into these Terms and Conditions;
            2.  it is not the subject of an Insolvency Event;
            3.  it has and will maintain its Professional Registration during the Term;
            4.  there is no impediment for the Practitioner to offer and provide the Dental Services to Patients;
            5.  it will provide the Dental Services with due skill, care and diligence;
            6. it will perform the Dental Services to a professional standard using best industry practices and otherwise in accordance with the requirements of Applicable Laws;
            7.  it has procedures and processes to manage and maintain quality control of the Dental Services in accordance with best industry practices;
            8. it holds and will maintain the professional indemnity insurance referred to in clause 5(a);
            9. it is able to meet its obligations under these Terms and Conditions;
            10. it shall comply with all Applicable Laws in relation to the provision of the Dental Services to Patients; and
            11. it has read fully and understands these Terms and Conditions.
         2. The Practitioner indemnifies CAE and any related entity, employee, contractor or agent of CAE (CAE and its Associates) and holds CAE and its Associates harmless from and against any Losses which may be asserted against, suffered or incurred by CAE and its Associates as a result of:
            1. a breach by the Practitioner of any term of these Terms and Conditions;
            2. the provision by the Practitioner of the Dental Services;
            3. naccurate or misleading Information provided by the Practitioner to CAE and/or Patients;
            4. any misrepresentations by the Practitioner related to the Dental Services; or
            5. a breach by the Practitioner of any Applicable Laws.
      7. Confidential Information
         1. The Practitioner must keep the terms of these Terms and Conditions confidential and may only make disclosures in relation to these Terms and Conditions to the Dentist, and the Practitioner’s professional advisers under similar obligations of confidentiality or if compelled by law.
         2. Any Confidential Information obtained by the Practitioner in connection with CAE, whether obtained from CAE or the Dentist must be kept confidential.
         3. Except as required by law or the rules of any stock exchange, all press releases and other public announcements relating in any way to these Terms and Conditions must be in terms agreed by CAE.
      8. Termination
         1. These Terms and Conditions will terminate on the expiration of the Dentist’s subscription to the Services.
         2. Upon termination of these Terms and Conditions, subject to the Practitioner not being in breach of these Terms and Conditions, the Practitioner may apply to subscribe to receive the Services from CAE directly pursuant to the execution of a separate subscription agreement.
         3. CAE may terminate these Terms and Conditions with immediate effect by giving notice in writing to the Practitioner, if the Practitioner:
            1. is in material breach such that the breach cannot be remedied;
            2. is in breach of these Terms and Conditions and fails to remedy the breach within fourteen (14) days of receiving written notice of the breach; or
            3. if an Insolvency Event happens to the other Party.
         4. Expiration or termination of these Terms and Conditions does not affect:
            1. any rights of the Parties which may have accrued before the date of termination;
            2. he obligations of the Practitioner or warranties made by the Practitioner in
               respect of the Dental Services; or
            3. the rights and obligations of the Parties which survive termination or expiry of these Terms and Conditions.
         5. Upon termination or expiry of these Terms and Conditions for any reason:
            1. the Practitioner must return to CAE all Confidential Information and any Intellectual Property of CAE, or if not capable of return, destroy it and certify its destruction to CAE; and
            2. the Practitioner must return to CAE any marketing materials or CAE’s Intellectual Property which the Practitioner has retained.
      9. No Service Guarantee
         The Practitioner acknowledges and agrees that nothing in these Terms and Conditions guarantees, and CAE makes no warranties, that Dental Services offered by the Practitioner will be engaged by Patients or the volume of such engagement.
      10. Notices
          1. Service of notices
             A notice, demand, consent, approval, invoice or communication under this agreement (Notice) must be:
             1. in writing, in English and signed by a person duly authorised by the sender; and
             2. hand delivered or sent by prepaid post or email to the recipient’s address for notices specified in Schedule 1, as varied by any Notice given by the recipient to the sender.
          2. Effective on receipt
             A Notice given in accordance with clause 15.1 takes effect when taken to be received (or at a later time specified in it), and is taken to be received:
             1. if hand delivered, on delivery;
             2. if sent by prepaid post, four (4) Business Days after the date of posting (or ten (10) Business Days after the date of posting if posted to or from a place outside Australia); and
             3. if sent by email, when sent by the sender unless the sender receives a delivery failure notification indicating that the email has not been delivered to the addressee,
      11. General
          1. Variation and Assignment
             1. This Agreement can be varied, supplemented, replaced, novated or updated by CAE at any time and CAE must notify the Practitioner and provide the Practitioner with an opportunity to read any varied, supplemented, replaced, novated or updated Agreement prior to accepting those Terms and Conditions.
             2. These Terms and Conditions are personal to the Practitioner and the Practitioner cannot assign, charge, encumber or otherwise deal with any of its rights or obligations under these Terms and Conditions, or attempt or purport to do so.
             3. CAE can assign or novate these Terms and Conditions at its sole discretion.
          2. Governing law
             1. These Terms and Conditions are governed by the law in force in Victoria, Australia.
             2. Each Party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in Victoria, Australia and any court that may hear appeals from any of those courts, for any proceedings in connection with these Terms and Conditions, and waives any right it might have to claim that those courts are an inconvenient forum.
          3. Legal Advice
             The Practitioner acknowledges and agrees that he/she has had the opportunity to obtain, and have obtained, independent legal advice before entering into these Terms and Conditions.
          4. Giving effect to these Terms and Conditions
             Each Party must do everything (including execute any document) and must ensure that its employees and agents do everything (including execute any document) that the other Party may reasonably require to give full effect to these Terms and Conditions.
          5. Entire Agreement
             1. These Terms and Conditions contain the entire agreement between the Parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by these Terms and Conditions and has no further effect.
             2. Any right that a person may have under these Terms and Conditions is in addition to, and does not replace or limit, any other right that the person may have.
             3. Any provision of these Terms and Conditions which is enforceable or partly enforceable is, where possible, to be severed to the extent necessary to make these Terms and Conditions enforceable, unless this would materially change the intended effect of these Terms and Conditions.
          6. Waiver
             A right or a provision under these Terms and Conditions may only be waived, varied or replaced by writing signed by or on behalf of the Parties to be bound by it and no act, omission or delay by any Party will constitute a waiver of a right.

I confirm that I have read the Practitioner Terms and Conditions and hereby agree to the Practitioner Terms and Conditions set out above.