Defacto Corporate LIMITED
Terms of Service
Last Updated: October 2018

Introduction

Welcome to DefactoDentists.com a search engine which gives you the opportunity to promote your dental services to a worldwide audience.
DefactoDentists.com and the facilities, services and materials available therein (the "Website") is owned and operated by Defacto Corporate Limited trading as DefactoDentists.com ("DefactoDentists.com") a Scottish registered company, number SC 490746 whose registered office is at The Ca'D'Oro, 45 Gordon Street, Glasgow, G1 3PE . Our phone number is 0141 648 0966. For the purposes of these terms and conditions "we", "our" and "us" refers to DefactoDentists.com.

Services we provide

DefactoDentists.com acts as a marketplace search engine for individuals seeking dental services ("Clients") and Dental Providers, be they individual dental practitioners, hospitals, clinics, travel agencies (together the "Dental Providers", "your" or "you") wishing to provide dental services, by facilitating introductions between Clients and Dental Providers through an online environment. For the purpose of this Agreement, "Dental Services" means the dental service or services that the Dental Provider is legally permitted to provide to a Client.

In consideration of the mutual obligations of the parties hereto, DefactoDentists.com shall provide information to Clients about various Dental Providers to assist Clients in making informed decisions, by conducting their own research into Dental Providers and into Dental Providers' services, thereby assisting Clients in choosing the relevant Dental Provider to meet the Client's particular needs. If the Client chooses you to provide Dental Services, then we will facilitate contact between you and the Client by providing relevant Client information to you (the "Website Service").

If you simply want to browse through the Website to see what DefactoDentists.com has to offer, there is no need for you to register and open an account with us. Nonetheless, your use of the Website will be subject to the relevant sections of this Agreement. If you wish to avail of the Website Service, you will need to register on the Website and this Agreement shall come into effect in respect of the Website Service once DefactoDentists.com has accepted your registration. As part of, and to complete, the registration process for the purposes of opening an account with us, you will be asked to signify that you have read, understood and accepted this Agreement.
If you do not read or agree to this Agreement please terminate your account, inform dentists@DefactoDentists.com and discontinue use of the Website immediately.

Services we do not provide

DefactoDentists.com is not a dental referral service and does not endorse, recommend, or approve any Dental Provider listed in the Website. We are not dental professionals nor do we hold ourselves out to be dental professionals and will not discuss or advise on any issues relating to dental treatment with Clients or Dental Providers.

DefactoDentists.com is not involved in any transaction between Clients and Dental Providers who use this Website. We cannot assure that all transactions will be completed nor do we guarantee the ability or intent of Clients to fulfil their obligations in any transactions.

As we cannot control the information provided by Clients made available through this Website, DefactoDentists.com does not guarantee or endorse the authenticity, quality, safety or legality of any services requested or provided by you, the accuracy of any listings, Client data we may provide to you, or the ability of Clients to complete a transaction.

If a Client chooses a Dental Provider to provide Dental Services (a "Lead") and the Dental Provider decides to contact that Lead from DefactoDentists.com, the Client will complete the contract for the provision of Dental Services with the Dental Provider directly. Clients will not be obliged to complete a transaction in the event that it is an illegal transaction or contrary to this Agreement.

The contract for the sale by you of any product or Dental Service advertised on the Website will be directly between the Client and the Dental Provider. No contract for the sale of any Dental Services will exist between the Dental Provider and DefactoDentists.com or any Client and DefactoDentists.com. The contract between the Dental Provider and DefactoDentists.com will be for the provision of the Lead and associated marketing services.

Client Contact Policy

You agree to use best possible efforts to contact every client that creates a lead for you by both phone and email within one business day of the lead being created.

Commencement and Duration

This Agreement shall commence on the date it is accepted by DefactoDentists.com and shall continue in force until terminated in accordance with the terms of this Agreement.

Insurance

DefactoDentists.com acknowledges that there may be jurisdictions in which the insurances set out in this clause are not available to Dental Providers and agrees that such Dental Providers are not bound by the provisions of clauses 6.2 to 6.4 below.

During the term of this Agreement and for a period of seven (7) years thereafter, the Dental Provider must, at its own cost, take out and maintain dental negligence, product liability, public liability, employer's liability and professional liability insurance, or equivalent insurances in another jurisdiction, with a reputable insurance company in respect of claims of loss or damage arising out of or in consequence of the Dental Provider's obligations to the Client and to DefactoDentists.com. The Dental Provider shall notify DefactoDentists.com and, where necessary, the Client, immediately in the event that any of the insurances cease to be available. The Dental Providers shall, at the request of either DefactoDentists.com or the Client, provide DefactoDentists.com or the Client with evidence, as is satisfactory to DefactoDentists.com or the Client, of that insurance.

The Dental Provider shall apply any proceeds of any insurance claim in respect of third party legal liability or employer's liability insurance, in satisfaction of the claim, demand, proceeding or liability in respect of which such proceeds are payable.

If the proceeds of any insurance claim are insufficient to cover the settlement of such claims, the Dental Provider will make good any deficiency forthwith.

Data Protection

The Dental Provider warrants to DefactoDentists.com that it shall comply strictly with all requirements of the Data Protection Act, and as they may be amended from time to time, (the "DP Acts") in relation to the processing and transfer of Data.

For the purposes of this Agreement "Data" means all electronic data or information, including personal data as defined in the DP Acts, submitted by the Client on the Website and transferred by DefactoDentists.com to the Dental Provider, the processing of which is necessary to conclude the contract between the Dental Provider and the Client.

The Dental Provider undertakes that it shall process the Data only to the extent necessary to provide the Dental Services, and strictly in accordance with the terms of this Agreement and DefactoDentists.com's instructions from time to time.

The Dental Provider shall ensure that only such of its employees, contractors and agents who may be required by the Dental Provider to assist it in meeting its obligations under this Agreement shall have access to the Data. The Dental Provider shall ensure that all employees, contractors and agents used by it to provide the Dental Services have undergone training in the law of data protection and in the care and handling of Data.

The Dental Provider undertakes not to disclose the Data to a third party in any circumstances other than strictly required for the performance of the Dental Services at the specific request of DefactoDentists.com or as otherwise specified herein.

The Dental Provider shall carry out the processing in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.

The Dental Provider shall take appropriate security measures against unauthorised access to, or unauthorised alteration, disclosure or destruction of Data, in particular where the processing involves the transmission of Data over a network, and against all other unlawful forms of processing.

The Dental Provider shall take all reasonable steps to ensure that persons employed by the Dental Provider and other persons at the Dental Provider's facilities at which the Dental Services are provided are aware of and comply with the relevant security measures aforesaid.

This Agreement is entered into for the benefit of the Client and the Client or its agent is hereby entitled to directly enforce the provisions of this Agreement as a third party beneficiary.

The parties agree that on the completion of the provision of Dental Services to the Client, the Dental Provider shall when requested to do so by DefactoDentists.com use reasonable endeavours to return all Data transferred to it by DefactoDentists.com and the copies thereof, or shall destroy all the Data and certify to DefactoDentists.com that it has done so, unless legislation imposed upon the Dental Provider prevents it from returning or destroying all or part of the Data transferred. In that case, the Dental Provider warrants and undertakes that it will guarantee the confidentiality of the Data transferred and will not further process the Data transferred.

The Dental Provider warrants that upon a request of DefactoDentists.com and/or of the Data Protection Commissioner, it will submit its data processing facilities for an audit.

The Dental Provider agrees to indemnify DefactoDentists.com and keep fully and effectively indemnified and hold DefactoDentists.com, its officers, directors, employees, agents, subsidiaries, affiliates, Clients, suppliers and any of our service providers harmless from and against any and all liabilities, claims, demands, obligations, losses, expenses, damages, penalties, actions, judgments, suits and costs of any kind or nature whatsoever, including legal costs, resulting from any violation or breach by the Dental Provider of this clause 6.

The Dental Provider shall not disclose the identity of any Client without the express prior written approval of the Client or, where relevant, DefactoDentists.com. Inclusion in any reference or marketing list shall also only be undertaken with the express prior written approval of the Client and/or DefactoDentists.com.

The Dental Provider agrees that all personal information entered into their brochure or search result has been obtained with the permission of the individual in question and that the individual in question has agreed to the unrestricted publication of this information and the transfer of this information to outside the European Union

Communication between clients and clinics by email may be sent via DefactoDentists.com. The content of these emails may be retained by DefactoDentists.com in order to assist clients and clinics in tracking their communication.

Warranties

The Dental Provider warrants that the Dental Services shall be supplied and rendered by appropriately experienced, licensed, qualified and trained personnel of the Dental Provider and the Dental Provider warrants that it has adequate numbers of such personnel available in order to perform its obligations to the Client.

Without prejudice to clause 8.1, the Dental Provider warrants that the performance of the Dental Services is permitted and lawful and that the Dental Services shall be carried out in accordance with the skill, diligence, prudence, foresight and judgment which would be expected from a properly qualified and experienced person engaged in the same type of undertaking under the same or similar circumstances, applying the standards generally applied at the relevant time in the dental industry in compliance with all applicable laws, enactments, orders, regulations, and other similar instruments and at all times in accordance with its own standards, policies and procedures.

The Dental Provider further warrants, represents and covenants with DefactoDentists.com, and acknowledge that DefactoDentists.com is relying on such warranties, representations and covenants, that:

it has the legal capacity to enter into a contract and has power and authority to execute, deliver and perform all its obligations under this Agreement;

it will at all times be and remain in full compliance with all applicable legislation and be and remain a member of a recognised body that sets, meets and implements relevant conduct and best practice within the appropriate dental industry. If the Dental Provider, for any reason, ceases to be a member of such a recognised body or is non-compliant with any applicable legislation, it shall notify DefactoDentists.com immediately and cease to provide the Dental Service to Clients;

it holds a valid licence to provide Dental Services issued by the relevant dental regulatory authority in its country. If the Dental Provider's licence expires or is no longer valid, then it shall notify DefactoDentists.com immediately and cease to provide the Dental Service to Clients;

it will only pursue Leads in relation to those Dental Services that it is both qualified to provide and in fact provides to patients on a day to day basis as one of its practice areas;

it will not provide any information or make any statement that is untrue, false, incorrect or misleading including in particular (but not limited to) information relating to its identity, contact details, experience, certification, services and prices;

any and all information that it has provided is true, and will continue to be true, in every respect throughout the period this Agreement remains in force and it agrees to duly notify DefactoDentists.com, or where applicable the Client directly, of any changes to such information immediately;

any and all information that it has provided is not defamatory, libellous, pornographic or obscene and does not violate any laws regarding unfair competition, anti-discrimination or false advertising;

the Assigned Representative, as defined in clause 9.6, shall be authorised to bind the Dental Provider in all matters related to this Agreement;

it will not promote services or engage in any activity which it knows, or reasonably ought to know will, or may, be illegal in its local jurisdiction;

the content posted on the Website does not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy. Use of third party trademarks is for description and identification purposes only. Such trademarks are the registered trademarks of their registered owners. DefactoDentists.com asserts absolutely no ownership or other rights with respect to such third party trademarks; and,

it accepts and agrees to abide by the terms of the Agreement, as may be amended from time to time.

Registration

Registration is required if you wish to receive Leads, or have your clinic's details listed on the Website.

In order to complete the registration process and to open an account on the Website, you must choose a User ID and password. DefactoDentists.com may restrict your chosen User ID or password.

When registering, you will be asked to provide information such as your name, address, telephone number, email address, credit card details and details of the Dental Services available from the Dental Provider and about the personnel who will deliver said services. You warrant and undertake that any information provided by you when registering with DefactoDentists.com is up-to-date, accurate in all material respects, not the confidential property of others or in violation of any other third party's rights, and is sufficient for us to facilitate the Website Services. You are responsible for maintaining and promptly updating your account information as necessary to ensure accuracy and completeness. You are also responsible for keeping all such information (including your credit card details and any passwords given to you) secure against unauthorised access. We will not be liable to you for any losses you may incur as a result of any unauthorised third party access to your account and/or any fraudulent use of your credit card on the Website.

You are responsible for all actions taken under your account and you agree only to use or utilise this Website using your own User ID and password. You must keep your password safe and not disclose it to any other person or permit, either directly or indirectly, any other person to utilise your account. You agree to immediately notify DefactoDentists.com of any unauthorised use of your password and/or account or of any other unauthorised breach of security. Any action designed to undermine the system and to alter your profile or the profiles of others is strictly prohibited.

DefactoDentists.com reserves the right to refuse to accept your application for registration and/or to terminate your registration and close or suspend your account without prior notice at any time at the discretion of DefactoDentists.com. DefactoDentists.com is not liable to you or any third party for any suspension or termination of access to this Website.

When registering you will be asked to nominate an individual from your organisation ("Assigned Representative") who shall be responsible for the management of all matters relating to this Agreement. If the Assigned Representative leaves your employment or you wish to nominate an alternative individual as your Assigned Representative, then you must inform DefactoDentists.com immediately.

Information sent over the internet cannot be guaranteed to be completely secure as it is subject to possible interception or loss or possible alteration. You understand and agree to assume the security risk for any information you provide using the Website. We are not responsible for any information sent over the internet and will not be liable to you or anyone else for any damages or other loss incurred in connection with any information sent by you to us or any information sent by us to you over the internet or any information provided to you by a Client or any third party.

Charges and Payment

There are no fees or payment for free accounts unless upgraded to Featured accounts.

All sums due to DefactoDentists.com shall be paid in full by credit/debit card or Paypal, unless alternative payment facilities have been agreed with DefactoDentists.com in writing. Provision of the Website Service shall be conditional on the Dental Provider making all necessary arrangements to pay for the Website Service by such means.

All sums due to DefactoDentists.com are exclusive of VAT and all other applicable duties and taxes will be payable by the Dental Provider.

You acknowledge that DefactoDentists.com will automatically bill your credit/debit card or Paypal account for the agreed monthly amount.

Refunds are limited to one month’s subscription and will be paid, when applicable, upon the delivery of proof of payment. One month’s notice of the Dental Provider’s intention to stop Web Services provided by DefactoDentists.com should be received and will be confirmed within 7 days by us.

 

Suspension/ Termination

DefactoDentists.com may at any time, without notice to you, suspend or terminate your access to this Website or any service forming part of this Website, wholly or partially for any reason, including without limitation, where you have provided false or misleading information, or you are in breach of this Agreement, or if DefactoDentists.com cannot verify or authenticate any information submitted to the Website. DefactoDentists.com is not liable to you or any third party for any suspension or termination of access to this Website.

Use of Website

You agree not to use the Website or any of its facilities and/or services for any purpose that is unlawful or prohibited by this Agreement, including but not limited to:

any purpose that is fraudulent, unlawful or prohibited by this Agreement;

accessing or using the Website in or from jurisdictions which restricts or prohibits same by local law;

accessing or using the Website in any manner which could damage, disable, overload, flood, mail bomb, crash or impair the Website or interfere with any other party's use and/or enjoyment of the Website.  In particular, you will not post or transmit to or from the Website any unlawful, harassing, threatening, libellous, defamatory, tortious, obscene, hateful, scandalous, inflammatory, pornographic or profane material, or any other material that could give rise to any civil or criminal liability under law;

transmitting material which may cause harm to DefactoDentists.com's or any other party's computer systems, including but not limited to any material which contains viruses, Trojan horses, worms, spyware, adware, time bombs, cancelbots or other computer programming routines or engines that are intended to damage, destroy or otherwise impair a computer's functionality or the operation of the Website;

harassing, harming or abusing another person, or contacting, advertising, soliciting, selling to any other person without their prior written consent or transmitting or relaying spam;

accessing data or materials not intended for your use; logging into a server or account which you are not authorised to access; attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorisation; or impersonating any person or entity, or falsely stating or otherwise misrepresenting their identity or affiliation in any way;

attempting to gain unauthorised access to the Website, or any accounts, computer systems and networks connected to any DefactoDentists.com website, through hacking, password miming or any other means; or

harvesting or otherwise collecting by any means any programme material or information, including without limitation email addresses or details of other users, from the Website or monitoring, mirroring or copying any content of the Website without the prior written consent of DefactoDentists.com.

The pages contained in the Website may contain technical inaccuracies and typographical errors. The information on the Website may be updated from time to time but we do not accept any responsibility for keeping the information in these pages up-to-date nor any liability for any failure to do so.

DefactoDentists.com reserves the right, at its sole discretion, to pursue all of its legal remedies upon breach by you of this Agreement, your postings and content from the Website, immediate termination of your registration and your account and restricting your ability to access the Website and use the Website Services.

Copyright Notice and Limited Licence

The information, content, graphics, text, sounds, images, buttons, trademarks, service marks, get-up, business names, domain names, rights in good will, know-how, designs and rights in designs, trade names and logos, whether registered or unregistered, (the "Materials") contained in the Website are protected by copyright, trade mark, database right, sui generis right and other intellectual property laws and are also protected under national laws and international treaties. DefactoDentists.com and/or its licensors (as the case may be) retain all right, title, interest and intellectual property rights in and to the Materials.

Any other use of the Materials on the Website, including any form of copying or reproduction (for any purposes other than those noted above), modification, distribution, uploading, re-publication, extraction, re-utilisation, incorporation or integration with other Materials or works or re-delivery using framing technology, without the prior permission of DefactoDentists.com is strictly prohibited and is a violation of the proprietary rights of DefactoDentists.com. Other than as expressly provided herein nothing in this Agreement should be construed as conferring by implication or otherwise any licence or right under any copyright, patent, trade mark, database right, sui generis right or other intellectual property or proprietary interest of DefactoDentists.com, its licensors or any third party.

You agree to grant DefactoDentists.com a non-exclusive, royalty free, world-wide, perpetual licence with the right to sub-licence, reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any Materials and other information (including without limitation ideas contained therein for new or improved services) you submit to the Website either during the registration process or otherwise.

You agree to grant DefactoDentists.com a non-exclusive, royalty free, world-wide, perpetual licence to use your name and details for publicity and client/business development purposes and, in particular, but without limitation, DefactoDentists.com shall be entitled to use your name and details on DefactoDentists.com client lists, and on the Website.

Content Policy

DefactoDentists.com acts as a passive conduit for the online distribution and publication of information submitted through the Website, and has no obligation to screen content or information in advance and is not responsible for screening or monitoring material posted by Clients or Dental Providers. You are solely responsible for the content and information you provide to us to be published on the Website through our data entry forms. We reserve the right to edit or remove your content if we believe it is untrue or that it may create liability for us.

You acknowledge that Clients may publish reviews and opinions of the Dental Services and other services/facilities provided by you or by other Dental Providers either on the Website or on associated or linked websites and you consent to the unrestricted publication of both positive and negative reviews about you. You acknowledge that these reviews and opinions may be used even after the termination of your account.

You agree not to publish reviews of yourself or any other clinics on the site

Disclaimers

This clause limits DefactoDentists.com's legal liability to you for your access to and use of the Website. You should read this clause carefully. You acknowledge that you have entered into this Agreement relying on the disclaimers stated herein and that those disclaimers are an essential basis of this contract.

The Website is available to all users "as is" and, to the greatest extent permitted by applicable law, the Website is made available without any representations or warranties of any kind, either express or implied.

DefactoDentists.com makes no representations, warranties or undertakings about the services or materials available on the Website, including without limitation, their merchantability, quality or fitness for a particular purpose.

DefactoDentists.com makes no representations, warranties or undertakings that the website, or the server that makes it available, will be free from defects, including, but not limited to, viruses or other harmful elements. To the maximum extent permitted by applicable law, DefactoDentists.com accepts no liability for any infection by computer virus, bug, tampering, unauthorised access, intervention, alteration or use, fraud, theft, technical failure, error, omission, interruption, deletion, defect, delay, or any event or occurrence beyond the control of DefactoDentists.com, which corrupts or effects the administration, security, fairness or the integrity or proper conduct of any aspect of the Website.

All use by you of the Website is at your own risk. You assume complete responsibility for, and for all risk of loss resulting from, your downloading or using of, or referring to or relying on the facilities, service, materials or products provided on the Website, or any other information obtained from your use of the Website. You agree that, to the maximum extent permitted by applicable law, DefactoDentists.com and providers of telecommunications and network services to DefactoDentists.com, will not be liable for damages arising out of your use or your inability to use the Website, and you hereby waive any and all claims with respect thereto, whether based on contract, tort or other grounds.

No advice or information, whether oral or written, obtained by you from DefactoDentists.com shall be deemed to alter this disclaimer of warranty, or to create any warranty.

Limitation of Liability

To the fullest extent permitted by applicable law, neither DefactoDentists.com nor any of its officers, directors, employees, affiliates or other representatives will be liable for loss or damages arising out of or in connection with your use of any facilities, services and Website Services offered or transactions entered into through or from the Website including, for the avoidance of doubt, your transactions with clients or dental services facilitated through the Website, including, but not limited to, direct, indirect or consequential loss or damages, loss of data, loss of income, profit or opportunity, loss of, or damage to, property and claims of third parties, even if DefactoDentists.com has been advised of the possibility of such loss or damages, or such loss or damages were reasonably foreseeable.

In no event shall DefactoDentists.com nor any of its officers, directors, employees, affiliates or other representatives be liable for any damages whatsoever resulting from the statements or conduct of any client or third party or the interruption, suspension or termination of the Website Services, whether such interruption, suspension or termination was justified or not, negligent or intentional, inadvertent or advertent.

Without limiting the foregoing, under no circumstances shall DefactoDentists.com nor any of its officers, directors, employees, affiliates or other representatives be held liable for any delay or failure in performance of the Website resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including, without limitation, internet failure, computer equipment failures, telecommunication failures, other equipment failures, electrical power failures, strikes, lay-way disputes, riots, interactions, civil disturbances, shortages of labour or materials, fires, floats, storms, explosions, acts of god, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third party.

Neither party may exclude liability for death, personal injury or fraud caused by that party's negligence or that of its employees or authorised representatives.

Indemnity

You agree to defend, indemnify and keep indemnified and hold DefactoDentists.com and, as applicable, its officers, directors, employees, Clients, affiliates or other representatives harmless against any and all claims, proceedings, actions, costs, including legal costs, charges, expenses, damages, liability, losses and demands made by or liabilities to any third party resulting from any activities conducted under your account, your use or misuse of the Website, including but not limited to posting content on the Website, entering into transactions with Clients, the provision of Dental Services to Clients, contacting others as a result of their postings on the Website, infringing any third party intellectual property or other rights, failing to deliver the Dental Services to Clients, or other issues arising out of your breach or any breach of this Agreement.

Links to Third Party Websites

The Website contains links to third party websites. Your use of third party websites is subject to the terms and conditions of use contained within each of those websites. Access to any other website through the Website is at your own risk. DefactoDentists.com is not responsible or liable for the accuracy of any information, data, opinions or statements made on third party websites or the security of any link or communication with those websites. DefactoDentists.com reserves the right to terminate a link to a third party website at any time. The fact that DefactoDentists.com provides a link to a third party website does not mean that DefactoDentists.com endorses, authorises or sponsors that website, nor does it mean that DefactoDentists.com is affiliated with the third party website, or its owners or sponsors. DefactoDentists.com provides these links merely as a convenience for those who use the Website.

Availability

Although DefactoDentists.com endeavours to ensure the Website is available at all times, there may be occasions when access to the Website may be interrupted, e.g. to allow maintenance, upgrades and emergency repairs to take place, or due to failure of telecommunications links and equipment that are beyond our control. You agree that DefactoDentists.com shall not be liable to you for any loss incurred by you resulting from the modification, suspension or discontinuance of the Website.

You have sole responsibility for adequate protection and back up of any content and data you submit to the Website and for undertaking reasonable and appropriate precautions to scan for computer viruses or other destructive items.

Termination

DefactoDentists.com may terminate this Agreement forthwith if:

the Dental Provider commits a material breach of this Agreement and fails to remedy that breach (if capable of remedy) within thirty (30) days after receipt of written notice from DefactoDentists.com requiring its remedy. For the avoidance of doubt, failure on the part of the Dental Provider to provide the Dental Services in accordance with the skill, diligence, prudence, foresight and judgment which would be expected from a skilled and experienced person engaged in the same type of undertaking under the same or similar circumstances, applying the standards generally applied at the relevant time in the dental profession, shall be considered a material breach of this Agreement;

the Dental Provider becomes bankrupt, or makes any composition or arrangement with, or conveyance or assignment for the benefit of its creditors, or enters into voluntary or compulsory liquidation (except for the purpose of bona-fide reconstruction or amalgamation), or if a receiver or examiner is appointed over any of its assets, or if any similar insolvency event occurs in any jurisdiction;

the Dental Provider ceases, or threatens to cease, carrying on business;

DefactoDentists.com cannot verify or authenticate any information submitted to the Website;

you fail or refuse to pay any money due to DefactoDentists.com arising out of or in connection with any of the Website Services;

you commit any offence;

you cause to be published on the Website or send via the Website any actual or potentially defamatory, offensive, racist, harmful or obscene language or material; or you cease to be a member of a recognised body as described in clause 8.3.2 or your licence to provide Dental Services as described in clause 8.3.3 expires or is no longer valid.

If for any reason DefactoDentists.com suspends or discontinues the Website, or is unable to supply the Website Services, DefactoDentists.com is not liable to you or any third party for any suspension or termination of access to or use of the Website.

On termination or expiry of this Agreement howsoever caused and without prejudice to clause 7:

the Dental Provider's authorisation to use the Data will automatically cease. The Dental Provider undertakes immediately to cease to use the same and to use reasonable endeavours either to return to DefactoDentists.com or the Client the Data and all copies of it or, if requested by the Client or DefactoDentists.com only, to delete, destroy or otherwise make permanently unusable the Data within the Dental Provider's control or possession;

within five (5) days of the date of termination or expiry, the Dental Provider shall return to the Client all copies of any documentation supplied by the Client to the Dental Provider unless notified in writing to the contrary by the Client;

within thirty (30) days of the date of termination or expiry, the Dental Provider shall certify to DefactoDentists.com in writing that it has fully complied with its obligations under this clause 16; and

any accrued rights or obligations to which DefactoDentists.com may be entitled or be subject before such termination or expiry shall remain in full force and effect and termination or expiry shall not affect or prejudice any right to damages or other remedy which DefactoDentists.com may have under this Agreement which existed at or before the date of termination or expiry.

DefactoDentists.com shall be entitled to terminate this Agreement for convenience at any time and without notice or penalty or charge. At any time, you can also terminate your account in your "My Account" setting on the Website and DefactoDentists.com will remove all information about you from view by Clients. Once your membership terminates, you will have no right to use the Website Service. Our proprietary rights, disclaimer of warranties, indemnities, limitations of liability and miscellaneous provisions shall survive any termination of your membership.

Changes in this Agreement

DefactoDentists.com may modify or terminate any services offered through the Website from time to time, for any reason and without notice, and without liability to you, any other user or any third party. DefactoDentists.com reserves the right to change the content, presentation, performance, user facilities and/or availability of any part of the Website at its sole discretion, including this Agreement from time to time. You should check this Agreement for any changes each time you access the Website. Your continued use of the Website and/or clicking on the "I accept" button will signify your acceptance of any revised Agreement.

Jurisdiction and Governing Law

The Website is controlled and operated by DefactoDentists.com from Scotland. DefactoDentists.com does not make any representation that the facilities, services and/or Materials offered through the Website are appropriate or suitable for use in countries other than those in the United Kingdom, or that they comply with any legal or regulatory requirements in any other countries. In accessing the Website, you do so at your own risk and on your own initiative, and are responsible for compliance with local laws, to the extent any local laws are applicable. If it is prohibited to make the Website, facilities, services and/or Materials offered through the Website or any part of them available in your country, or to you, whether by reason of nationality, residence or otherwise, the Website, the facilities, services and/or Materials offered through the Website or any part of them are not directed at you.

This Agreement shall be governed by and construed in accordance with the laws of Scotland, and you hereby agree for the benefit of DefactoDentists.com and without prejudice to the right of DefactoDentists.com to take proceedings in relation to this Agreement, or for such purposes you irrevocably submit to the jurisdiction of such courts.

The language of any dispute resolution procedure or any proceedings under this Agreement will be English.

Relationship of the Parties

Nothing in this Agreement shall constitute, or be deemed to constitute, a partnership between the Dental Provider and DefactoDentists.com nor shall either party be deemed to be the agent of the other.

The Dental Provider shall have no right or authority to and moreover shall not commit any act enter into any contract make any representation give any warranty incur any liability assume any obligation whether express or implied of any kind on behalf of DefactoDentists.com or bind DefactoDentists.com in any way.

Miscellaneous

Any waiver of any provision of this Agreement must be in writing and signed by DefactoDentists.com in order to be valid. Any waiver of any provision hereunder shall not operate as a waiver of any other provision or a continuing waiver of any provision in the future. Each of the provisions of this Agreement is separate and severable and enforceable accordingly and if at any time any provision is judged by any court of competent jurisdiction to be void or unenforceable the validity legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

This Agreement represents the entire understanding and agreement between the Dental Provider and DefactoDentists.com relating to use of the Website its facilities and/or services and supersede any and all prior statements understandings and agreements.

The Dental Provider shall not assign transfer or charge or purport to assign transfer or charge any of its rights under this Agreement.

You acknowledge that this Agreement supersedes and cancels all previous contracts agreements and working arrangements between us whether oral or written express or implied. This Agreement prevails over any other terms or conditions contained in or referred to elsewhere or implied by trade custom or course of dealing. Any purported terms or conditions to the contrary are hereby excluded to the fullest extent legally permitted.

No relaxation forbearance delay or indulgence by either you or us in enforcing any of this Agreement or the granting of time by either party to the other shall prejudice or restrict such rights and powers.

If for any reason DefactoDentists.com determines or a court of competent jurisdiction finds that any provision or portion of this Agreement is illegal unenforceable or invalid under applicable law in a particular jurisdiction;

this Agreement will not be affected in other jurisdictions to the extent that such determination or finding has no application; and

in the relevant jurisdiction the remainder of this Agreement (to the fullest extent permitted by law) will continue in full force and effect.

Notices

Any notice or other communications in relation to this Agreement may be given by sending same by pre-paid post or e-mail to the latest address and contact that one party has notified in writing to the other. This will also be the address for service of legal proceedings in the manner prescribed by law. Such notices or communications (where properly addressed) shall be considered recieved:

if posted 5 working days after the date of posting;

if sent by email on the earliest of (i) the email being acknowledged by the recipient as received; (ii) receipt by the sender of an automated message indicating successful delivery or the email having been opened; or (iii) the expiry of 48 hours after transmission provided that the sender has not received notification of unsuccessful transmission.

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