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.
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:
- an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or
- a lack of funds for any reason;
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.
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 establishment of a relationship based on mutual trust;
- the shared intentions to achieve a maximising of each of their respective benefits where the same is not to the detriment of the other party;
- openness, promptness, consistency and fairness in all dealings and communications; and
- non-adversarial dealings and constructive mutual steps both to avoid differences and to identify solutions.
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.
- how the relationship is developing;
- whether any barriers are developing. The state of the relationship shall be “scored” and the reasons for any changes discussed;
- a joint review of all delivery, workflow and business forecasts; and
- an examination of any mutual improvements between the parties.
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.
- one full dental check-up examination and screening by an Easy Dental Provider;
- two diagnostic x-rays in the check-up session with an Easy Dental Provider;
- one comprehensive 45-minutes hygiene visit with an Easy Dental Provider; and
- four oral health maintenance care kits supplied by Easy Dental to the Subscriber on a quarterly business.
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.
General responsibilities: The Provider must use best efforts to provide the Covered Dental Services:
Dentistry licences: The Provider will:
- promptly, efficiently, and exercising reasonable care, skill and diligence;
- in accordance with all Applicable Requirements;
- in accordance with best currently accepted principles and practices applicable to the Covered Dental Services; and
- using suitably skilled, experienced and qualified Personnel.
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.
- provide Easy Dental with a copy of all relevant dentistry licenses upon request; and
- notify Easy Dental within two business days of the loss or restriction of any dentistry license or any other action that limits or restricts Provider’s ability to practice dentistry.
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.
- maintain adequate dental/medical, financial and administrative records related to all Covered Dental Services provided by the Provider to Subscribers;
- co-operate with and provide access to each Subscriber’s dental records for the purposes of quality assessment, service utilisation and quality improvement, investigation of Subscriber grievances or appeals or as otherwise is necessary or appropriate for Easy Dental to provide its services;
- following a written request from a Subscriber, provide at no cost to the Subscriber or the Subscribers’ new dental provider, all of the Subscriber’s dental records; and
- ensure that the Subscriber’s records are held for a period not less than seven years, or minimum required by law, following the termination of these Terms or, if such records are under review or audit, until such review or audit is complete.
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.
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.
- set out fixed Fees for any dental services that are included in the Easy Dental Standard Benefits;
- allow for flexible fees at the Provider’s standard rates for any dental services that are claimed under the Easy Dental Premium Benefits; and
- be subject to review by Easy Dental at any time for each successive one year term. Provided that if no agreement is reached in respect of any changes to the Fees within 20 Business Days of the start of the review, then there will be no change to the Fees but either party will have the right to terminate these Terms by giving 60 Business Days written notice to the other party.
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.
- any Covered Dental Services; or
- for non-Covered Dental Services if the reason the services are not covered is due to any error or omission by the Provider.
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.
- inform the Subscriber in writing that the services are not covered by the Easy Dental Plan.
- if the Subscriber still requests the dental service, the Provider must ensure that the Subscriber’s understands and acknowledges that the services will not be covered by the Easy Dental Plan and the Subscriber will need to meet those costs personally.
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:
- any error in, or omission from, any information inputted into by the Provider or made available to the Provider through the Easy Dental System; and
- any exposure to viruses or other forms of interference which may damage the Provider’s computer system. To avoid doubt, the Provider is responsible for ensuring the process by which it accesses and uses the Website protects it from this.
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:
- loss of profit, revenue, savings, business, use, data, and/or goodwill; or
- consequential, indirect, incidental or special damage or loss of any kind.
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.
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:
- keep confidential at all times the Confidential Information of the other party;
- effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
- disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, the provisions of the above subparagraphs.
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.
- by Easy Dental for the purpose of performing these Terms or exercising its rights under these Terms;
- required by Applicable Requirements;
- which is publicly available through no fault of the recipient of the Confidential Information or its personnel; and
- which was rightfully received by a party to these Terms from a third party without restriction and without breach of any obligation of confidentiality.
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.
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.
- all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by Easy Dental; and
- Easy Dental may use or disclose the feedback for any purpose.
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.
- start on the date that the Provider accepts these Terms on the Website and continues for an initial term of one year;
- automatically renews for successive one year periods unless either party gives 60 Business Days’ notice that the arrangements under these Terms will terminate on the expiry of the then current term.
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
- remedied within 20 Business Days of the receipt of a notice from the first party requiring it to remedy the breach; or
- capable of being remedied;
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:
- the Provider or any Provider Dentist dies;
- the Provider or any Provider Dentist becomes mentally incapable or a protected person or a protected patient under the Protection of Personal and Property Rights Act 1988;
- the Provider or any Provider Dentist is convicted on a serious criminal charge or an offence under the Misuse of Drugs Act 1975;
- the loss or suspension of the Provider’s or any Provider Dentist’s license to practice dentistry in New Zealand;
- the loss of the Provider’s liability insurance; or
- the Provider or Provider Dentist does anything which seriously injures the good name and business of Easy Dental as determined by Easy Dental acting reasonably.
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.
- complete any Covered Dental Services that are in progress, pre-booked or any new appointments booked by any Subscribers during any termination notice period; and
- assist in the orderly transfer of Subscribers to another provider, as requested by the Subscriber or the Subscriber’s new dental provider.
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.
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.
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:
- the mediation will be subject to the Resolution Institute’s standard mediation agreement or rules (as the case may be);
- the mediation will be conducted in Dunedin, New Zealand by an independent mediator and at a fee agreed to by each party. Unless agreed otherwise, the mediator’s costs will be divided equally between the parties; and
- if the parties cannot agree on the mediator and/or the mediator’s fee within 10 Business Days of the referral of the dispute to mediation, any party may ask the chairperson of Resolution Institute or his or her delegate to select the mediator and/or determine the mediator’s fee, in which case the decision of the chairperson or delegate shall be binding on the parties.
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.
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:
- in the case of a letter, on the third Business Day after posting; and
- in the case of email on the Business Day on which it is dispatched or, if dispatched after 5.00pm (in the place of receipt) on a Business Day or on a non-Business Day, on the next Business Day after the date of dispatch.
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.
- immediately notifies the other party and provides full information about the Force Majeure;
- uses best efforts to overcome the Force Majeure; and
- continues to perform its obligations to the extent practicable.
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.