In this Agreement (including the recitals in the Introduction) the following terms have these meanings unless a contrary intention appears:
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.
Business Day means a day other than a Saturday, Sunday or public holiday in Melbourne, Victoria, Australia.
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.
Commencement Date means the date on or around the date of the Dentist’s Subscription Agreement.
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.
Corporations Act means the Corporations Act 2001 (Cth).
Dental Services means the dental services including orthodontic aligner solutions provided by the Dentist and the Associate Dentist to Patients.
Dentist’s Subscription Agreement means the agreement between CAE and the Dentist for the provision of the Services.
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.
Insolvency Event means the happening of one of the following events:
- (a) 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;
- (b) 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;
- (c) a Party enters into a scheme of arrangement;
- (d) execution is levied against the assets of a Party; or
- (e) 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.
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.
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.
Party or Parties means the Associate Dentist and CAE.
Patient means an individual who receives the Dental Services from the Dentist and the Associate Dentist.
Professional Registration means the professional registration that the Associate Dentist must have and maintain in accordance with Applicable Laws as set out in the Associate Dentists Details.
Services means the services provided by CAE to the Dentist and the Associate Dentist, including but not limited to
- (a) obtaining discounts from various aligner companies for the Dentist;
- (b) sales training to the Dentist and the Associate Dentist to assist in converting potential Patient leads to Patients engaging the Dentist and the Associate Dentist to provide the Dental Services; and
- (c) education to the Dentist and the Associate Dentist in relation to clear aligner products and services and practice management via monthly webinars.
- (d) providing general marketing services to source Patients seeking the Dental Services;
- (e) referring Patients to the Dentist and the Associate Dentist for the provision of the Dental Services; and/or
- (f) other services as agreed by CAE and the Dentist in writing from time to time.
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.