×
×
×

Provider Terms and Conditions


DENTAL PROVIDER TERMS AND CONDITIONS


These terms replace any previous version of our Dental Provider Terms and Conditions as at 08 May 2020 and apply to your relationship with Easy Dental and it's Subscribers as an Easy Dental Provider.



DEFINITIONS

In these Terms:


Applicable Requirements means all statutes, regulations, statutory instruments, delegated or subordinated legislation, codes of practice and standards (both general and industry specific), that are applicable to the Covered Dental Services.


Business Day means a day that is not a Saturday, Sunday or a statutory holiday in Dunedin or the Provider’s place of business.


Confidential Information means these Terms and any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, these Terms.


Covered Dental Services means the dental services that are included in the Easy Dental Standard Benefits and the Easy Dental Premium Benefits and which are to be provided by the Provider to a Subscriber in accordance with these Terms. For the the avoidance of doubt, Covered Dental Services do not include any oral health maintenance care kits which are supplied by Easy Dental to the Subscriber directly.


Easy Dental means Easy Dental Limited (Company No. 7872916).


Easy Dental Plan means the dental care plan business carried on by Easy Dental including Easy Dental Standard, Easy Dental Premium and the Easy Dental System.


Easy Dental Premium means the add-on to the Easy Dental Standard subscription package as described on Easy Dental’s Website from time to time.


Easy Dental Premium Benefits any dental services that are additional to the dental services included in the Easy Dental Standard Benefits, the costs of which are to be satisfied by an amount equal to the Subscriber’s Employer Contribution.


Easy Dental Standard means the Easy Dental Standard subscription package as summarised in the clause under the heading ‘Summary of Easy Dental Subscriptions’ and described on Easy Dental’s Website from time to time.


Easy Dental Standard Benefits means the dental care benefits as listed in the clause under the heading ‘Summary of Easy Dental Subscriptions’ and on the Website as varied from time to time.


Easy Dental System means the Intellectual Property, Website, software, systems and networks (including software and hardware) used to provide the Easy Dental Plan, including any third party solutions, systems and networks.


Employer Contribution means the balance from time to time of the Subscriber’s employer’s contribution (or contractual commitment to contribute) towards the costs of the Subscriber’s dental services in accordance with the arrangements between Easy Dental and the Subscriber’s employer;


Force Majeure Event means an event that is beyond the reasonable control of a party, excluding:

GST means goods and services tax payable pursuant to the Goods and Services Tax Act 1985.


Intellectual Property Rights includes copyright and all worldwide rights conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know how, and all other rights resulting from intellectual activity.  Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.


Personal Information has the meaning given in the Privacy Act 1993.


Personnel includes officers, employees, contractors and agents and in the case of the Provider includes any Provider Dentist. A reference to the Provider’s personnel does not include Easy Dental and vice versa.


Provider means the dental services provider accepting these Terms.


Provider Dentist means any dentist, clinical dental technician or dental health practitioner engaged by the Provider whether as an employee or independent contractor.


Subscriber means each subscriber to the Easy Dental Plan.


Website the internet site at the domain https://www.easydental.co.nz/ or such other site notified by Easy Dental to the Provider from time to time.


ACCEPTANCE AND SCOPE OF TERMS

Unless otherwise agreed in writing, these Terms will apply to all arrangements between the Provider and Easy Dental in connection with the Covered Dental Services and the Easy Dental System.

The Provider agrees that its usual terms and conditions will apply to the provision of all dental services from the Provider to any Subscriber, except to the extent that the payment arrangements under these Terms apply. Easy Dental accepts no responsibility or liability to the Provider or the Subscriber for the completion of any dental services or any associated risks.


RELATIONSHIP PRINCIPLES

Partnering concept: The parties adopt the partnering concept.  The partnering concept is the principle that recognises and comprises all of the following principles and objectives:

The parties must, and must procure that their representatives, in their day to day interactions and in performing their obligations, act in a manner entirely consistent with the partnering concept.

The parties will meet as reasonably required by either party from time to time and at least yearly to review the relationship, and as necessary to discuss issue based topics raised by either party. The issues discussed will include:

For the avoidance of any doubt, the requirements in the clauses above will not impinge on or otherwise limit in any way whatsoever the exercise by a party of any of the rights and remedies it may have under or in relation to or in connection with these Terms.

Neither party has the right to represent the other party or to enter into any commitment on behalf of the other party. The term ‘partner’ is used to capture the collaborative nature of the approach they intend to adopt.


SUMMARY OF EASY DENTAL SUBSCRIPTIONS

Easy Dental Limited facilitates the delivery of Covered Dental Services to its subscription members through its network of Easy Dental Providers.

The Easy Dental Standard subscription entitles the Subscriber to the following benefits, as more particularly described on Easy Dental's Website as updated from time to time:

Easy Dental Standard requires the Subscriber to pay Easy Dental for a 12 month subscription period on the basis that Easy Dental will pay the Providers fees for the Easy Dental Standard Benefits.

Easy Dental Premium is an add-on to Easy Dental Standard and enables a Subscriber’s employer to commit to contribute towards the Subscriber’s costs of any additional dental treatment not included in the Easy Dental Standard Benefits.


COVERED DENTAL SERVICES

Provision of Covered Services: The Provider agrees to supply Covered Dental Services to any Subscribers that choose to receive dental services from the Provider.


PROVIDER’S RESPONSIBILITIES

General responsibilities: The Provider must use best efforts to provide the Covered Dental Services:
Dentistry licences: The Provider will: Scheduling of Subscriber appointments: The Provider may schedule patients according to the Provider’s schedule but must make their services accessible to Subscribers during the same hours and with the same intensity as they do to non-Subscribers.

Policies and Procedures: The Provider agrees to comply with Easy Dental’s policies and procedures provided by Easy Dental to the Provider from time to time relating to the Easy Dental Plan including, but not limited to, claims processing, credentialing and quality standards.

Specialty Services: The Provider agrees to refer patients that require specialty services (including but not limited to oral surgery, endodontics, prosthetics, and orthodontics) that the Provider does not perform in the ordinary course of business. Any such referral will be subject to the subcontracting provisions under these Terms.

Provider Dentist: The Provider must ensure that each of its Personnel that provide Covered Dental Services is aware of, and complies with, these Terms to the extent applicable to them. Nothing in this clause will relieve the Provider from its responsibility for due performance of its obligations under these Terms.

Continuing Education: The Provider must and must procure its relevant Provider Dentists and Personnel to comply with continuing education standards as required by the Applicable Requirements.

Records: The Provider will: Insurance: The Provider shall procure and maintain at its own cost reasonable insurance on all reasonably insurable risks and interests and provide Easy Dental with evidence of that insurance on written request.

Change in status or location: The Provider agrees that any changes in the Provider's legal composition or contractual relationships with the Provider's clinic partners must be communicated in writing to Easy Dental, or Easy Dental may elect to immediately terminate these Terms. The Provider also agrees to provide Easy Dental with 30 days advance written notice of any closure of their practice to additional Subscribers, or new location at which the Provider anticipates seeing Subscribers.


FEES

The parties agree that the Provider’s fees for all Covered Dental Services (Fees) will be as set out in the schedule of fees agreed between Easy Dental and the Provider from time to time (Fees Schedule).

That Fee Schedule will:

Claim verification: Prior to supplying any Covered Dental Services to any Subscribers, the Provider must check whether the proposed Covered Dental Services for each Subscriber are available to be claimed. This can be done via Easy Dental’s Website portal in accordance with Easy Dental’s policies and procedures. The Provider must not provide any Covered Dental Services to any Subscriber if the Easy Dental System states that the Subscriber is not eligible for those services for any reason.

Payment of claims: Once the Provider has provided Covered Dental Services, the Provider must submit a payment claim electronically via Easy Dental’s Website portal in accordance with Easy Dental’s policies and procedures. All claims must be supported by a valid GST tax invoice.

Easy Dental will pay the Provider for all accepted invoices by the 20th of the month following the date of invoice to the Provider’s nominated bank account.

For the avoidance of doubt, any claims for Covered Dental Services under Easy Dental Premium will be limited to the balance of the Subscriber’s Employer Contribution. Any difference will need to be charged directly to the Subscriber as a non-Covered Dental Services in accordance with the clause under the heading ‘Charges for non-Covered Dental Services’.     

Easy Dental will have no liability to pay any claims that are submitted later than 180 Business Days after the date the relevant Covered Dental Services were provided.

Subscriber not liable for Covered Dental Services: The Provider agrees that it will not in any circumstance (including any default by Easy Dental of its obligations under these Terms) charge any amount or have any recourse against any Subscriber or persons acting on their behalf for: Except as expressly provided above, this clause does not restrict the Provider from charging Subscribers on a fee-for-service basis for non-Covered Dental Services.

Coordination of Benefits: The Provider must notify Easy Dental if the Provider has reason to believe a Subscriber may be entitled to coverage under any other dental benefit plan and shall assist Easy Dental in obtaining information for the co-ordination of benefits when a Subscriber holds other coverage.

The Provider agrees that payment of the Fees shall be the Provider’s sole compensation for providing Covered Dental Services to Subscribers. The Provider must not claim any other amounts for Covered Services from any other source (including ACC /or Ministry of Health dental benefits or health insurance company).

Charges for non-Covered Dental Services: The Provider agrees that before providing any non-Covered Dental Services to a Subscriber the Provider will: Missed Appointments: The Provider must not charge, or have any recourse against, a Subscriber or persons acting on their behalf for missed appointments. The Provider shall not be required to accept or continue treatment of a Subscriber with whom Provider feels he/she cannot establish and/or maintain a professional relationship, or is beyond the scope of Provider’s expertise or ability.


COOPERATION WITH EASY DENTAL QUALITY PROGRAMS

The Provider must cooperate with any audit or review procedures carried out by Easy Dental.

The Provider must cooperate with the re-evaluation of the Provider’s credentials at such intervals, as Easy Dental shall determine, but not more frequently than once every years. Such evaluation may take into account a review of the Provider's and the Provider Dentists' past performance and practice patterns, and a review of dental records and evaluations pertaining to the Provider's participation in the delivery of dental care.


AVAILABILITY OF EASY DENTAL SYSTEM

Subject to the next clause, Easy Dental will use reasonable efforts to ensure the Easy Dental System is available 24/7. However, it is possible that on occasion the Easy Dental System may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. Easy Dental will use reasonable efforts to publish on the Website advance details of any unavailability.

Through the use of web services and APIs, the Easy Dental System interoperates with a range of third party service features. Easy Dental does not make any warranty or representation on the availability of those features. To the maximum extent permitted by law, Easy Dental excludes all responsibility or liability for those third party service features. If a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, Easy Dental may cease to make available that feature to the Provider.

To the extent permitted by law, Easy Dental (and its licensors) have no liability or responsibility to the Provider or any other person for any loss or damage, cost or expense in connection with:


LIABILITY

Provider’s responsibility for Covered Dental Services: Easy Dental and its related companies and its and their respective Personnel have no responsibility or liability to the Provider for the provision of any dental services (including Covered Dental Services) or any associated risks or the inaccuracy of any information provided by the Provider to Easy Dental.

The Provider indemnifies Easy Dental and/or its related companies and its and their respective Personnel, from and against any loss, damage, liability, costs or expenses (including legal expenses) suffered or incurred by any of them that is directly or indirectly caused by the supply of any Covered Dental Services or any breach by the Provider of these Terms or the inaccuracy of any information provided by the Provider to Easy Dental.

Maximum liability: The maximum aggregate liability of Easy Dental and its related companies and its and their respective Personnel under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise is limited to the amount of any Fees owing by Easy Dental to the Provider.

Indirect loss: Easy Dental is not liable to the Provider or any of its Provider Dentists or Personnel under or in connection with these Terms for any:


No liability for other party’s failure: Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its Personnel.

Mitigation: Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms.


PRIVACY

When using the Easy Dental System the Provider must only collect, use, store and disclose Subscriber’s Personal Information in accordance with the Privacy Act 1993 and any other privacy and data protection legislation governing the use and/or storage of Personal Information.

Easy Dental will take standard industry measures to back up any information stored on the Easy Dental System but the Provider agrees to keep a separate back-up copy of any information uploaded by the Provider onto the Easy Dental System.


CONFIDENTIALITY AND PUBLICITY

Confidentiality: The parties recognise and acknowledge the confidential nature of the Confidential Information.

Each party must, unless it has the prior written consent of the other party:

Permitted disclosure: The obligation of confidentiality above does not apply to any disclosure or use of Confidential Information: Publicity and marketing: The Provider agrees that all media and public enquiries and marketing or promotional initiatives regarding the arrangements under these Terms or the Easy Dental Plan must be notified to Easy Dental, and any responses or marketing must be consistent with a pre-agreed communications plan or otherwise approved by Easy Dental.

The Provider must not commit or allow any act or omission which could reasonably be expected to result in adverse publicity or reputational damage to Easy Dental in connection with the arrangement under these Terms or the Easy Dental Plan.


INTELLECTUAL PROPERTY

Ownership: All title to, and all Intellectual Property Rights in the Easy Dental Plan, the Easy Dental System and Website is and remains the property of Easy Dental (and its licensors if any). The Provider must not dispute that ownership.

Feedback: If the Provider provides Easy Dental with ideas, comments or suggestions relating to the Easy Dental System (together feedback):

Licence to use Easy Dental System: Easy Dental grants the Provider a limited non-exclusive revocable licence to use the Easy Dental System (including Intellectual Property) as necessary to perform the Covered Dental Services and subject to the terms and conditions set out in these Terms. For the avoidance of doubt, the licence under this clause includes the right to use any of Easy Dental’s Provider resources and promotional materials but subject to the provisions under the heading ‘Confidentiality and Publicity’ above.

TERM AND TERMINATION

Term: Unless terminated under these Terms, the arrangements under these Terms:

Termination without cause: Either party may terminate the arrangements under these Terms on no less than 90 Business Days’ prior notice to the other party without cause.

Termination for breach, insolvency or Force Majeure: Either party may, by notice to the other party, immediately terminate the arrangements under these Terms if the other party:

Breaches any material provision of these Terms and the breach is not: Becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason; or

Is unable to perform a material obligation under these Terms for 60 Business Days or more due to Force Majeure.

Termination for other adverse circumstances: Without limiting any other termination rights under these Terms, Easy Dental may, by notice to the Provider, immediately terminate the arrangements under these Terms on the occurrence of any of the following events with respect to the Provider or any Provider Dentist:

CONSEQUENCES OF TERMINATION OR EXPIRY

Accrued rights and obligations unaffected


Accrued rights and obligations unaffected: Termination or expiry of the arrangement under these Terms does not affect either party’s rights and obligations that accrued before that termination or expiry.

Transitional services: The Provider agrees to:

Payment of Fees: On termination or expiry of these Terms, Easy Dental must pay all undisputed Fees for Covered Dental Services provided prior to that termination or expiry and any transitional Covered Dental Services to be provided by the Provider under these Terms.

Return of Confidential Information: Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination or expiry of this these Terms, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.

Survival: Clauses which, by their nature, are intended to survive termination or expiry of these Terms (including but not limited to this clause and the clauses under the headings ‘Liability’, ‘Confidentiality’, ‘Intellectual Property’, ‘Dispute Resolution’ and ‘General’ continue in force.


NON-EXCLUSIVITY

These Terms are not an exclusive contract and Easy Dental may contract with other providers of dental services. The Provider may contract with other dental care programs.


DISPUTE RESOLUTION

Notice of dispute: If a party considers a dispute has arisen, it must give notice to the other party (Dispute Notice) summarising the matters in dispute.

Good faith negotiations: If a Dispute Notice is given, the parties must use their best endeavours to resolve the matters in dispute by good faith negotiations.

Mediation: If good faith negotiations do not resolve the matters in dispute within 20 Business Days of a Dispute Notice being given, any party may by notice to the other party require the dispute to be referred to mediation, in which case:


SUBCONTRACTING AND ASSIGNMENT

Subcontracting and assignment: The rights and obligations of the Provider under these Terms are personal to the Provider and may not be assigned, novated, transferred, subcontracted or otherwise dealt with without first obtaining the written consent of Easy Dental. A change in the management or control of the Provider or the sale of a major part of the Provider’s business or assets will be deemed to be an assignment for the purposes of this clause. Any assignment or subcontracting will not relieve the Provider from its responsibility for due performance of its obligations under these Terms.

Easy Dental may assign, novate, subcontract, transfer or otherwise deal with its rights and obligations under these Terms without the prior written consent of the Provider.


NOTICES

Service: Each notice or other communication under these Terms is to be in writing and is to be made by email, personal delivery or registered post to the addressee at the email address, facsimile number or address, and will be marked for the attention of the person or office holder (if any), from time to time designated for the purpose by the addressee to the other party.

Receipt: No communication will be effective until received. Communications are, however, deemed to be received:


GENERAL

Entire agreement: These Terms and any agreed pricing schedules comprise the entire agreement between the parties in respect of its subject matter and supersedes all prior agreements, quotation requests, understandings, representations, warranties, promises, statements, negotiations, letters and documents in respect of its subject matter.

Force Majeure: Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure, provided that the affected party:

Rights of third parties: Any benefits expressly or impliedly conferred on any third parties named or referred to in these Terms (including any Subscriber) are intended to be enforceable by those third parties for the purposes of section 12 of the Contract and Commercial Law Act 2017.

Waiver: To waive a right under these Terms, that waiver must be in writing and signed by the waiving party.

Variation: Easy Dental may vary these Terms by sending a copy of the proposed changes to the Provider at least 20 Business Days prior to the effective date of the changes. If the Provider does not object to the proposed changes in writing within such notice period, the Provider shall be deemed to have accepted the proposed changes as at the end of the notice period. If the Provider objects within the notice period, by providing written notice to Easy Dental, the parties shall confer in good faith to reach agreement. If such agreement cannot be reached, Easy Dental may terminate these Terms.

Relationship of the parties: Nothing in these Terms makes a party the partner, agent or representative of the other party or creates any joint venture between the parties. The Provider will conduct its business as an independent business and will be responsible for its own business affairs, including separate tax liability.

Set-off: Easy Dental may deduct any amounts payable by the Provider to Easy Dental from any amounts payable by Easy Dental to the Provider under these Terms.

Severability: Any illegality, unenforceability or invalidity of a provision of these Terms does not affect the legality, enforceability or validity of the remaining provisions of these Terms.

Law: These Terms are governed by, and must be interpreted in accordance with, the laws of New Zealand. Each party submits to the exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms.