Partner Terms

AirSmile Partner Terms

Important information about this document
- The AirSmile Platform is owned and operated by Air Health Group Pty Ltd ACN 637 287 560 (Air Health, we, us). By registering with us as an AirSmile Partner, you agree to be bound by the following terms and conditions (Partner Terms), which form a legally binding agreement between you and Air Health.
- These Partner Terms apply in addition to our Platform Terms of Use, which together govern your use of the AirSmile Platform. If you do not accept these Partner Terms, you must not register as an AirSmile Partner.
- If you are an individual who is entering this agreement on behalf of a company or other legal entity or body, you represent and warrant that you are duly authorised to bind that entity or body to this agreement.
Term
- This agreement is binding on you from the date you register as an AirSmile Partner and continues until it is terminated in accordance with these Partner Terms.
AirSmile Platform and our relationship with you
- Subject to your ongoing compliance with these terms and conditions, Air Health grants you a limited, revocable right to access and use the Website to:
  - register for a Partner Account;
  - create and maintain a professional profile on the AirSmile Platform for you, as an AirSmile Partner, and each AirSmile Dentist registered with your Partner Account; and
  - use Secure Correspondence to send and receive patient records and relevant correspondence in accordance with clause 6.
- For the duration of these Partner Terms, Air Health will use reasonable endeavours to ensure the AirSmile Platform is available at all times.
Registering as an AirSmile Partner
- AirSmile Partners and AirSmile Dentists may create profiles on the AirSmile Platform and access the dentist portal on our Website. To become an AirSmile Partner you must apply for a Partner Account.
- To be eligible to hold a Partner Account, you must at all times:
  - operate a dental practice of good standing in Australia;
  - comply with all laws, regulations and codes applicable to the operation of a dental practice in Australia; and
  - ensure that all AirSmile Dentists registered with your Partner Account hold all qualifications required for a dentist registered to practice in Australia.
- By completing the registration process for a Partner Account you:
  - represent and warrant that you meet all eligibility criteria outlined in clause 4.2 above;
  - agree to uphold our Code of Conduct and comply with these Partner Terms in all respects;
  - agree that information contained on profiles created using your Partner Account will be made publicly available if you opt in to do so during the registration process; and
  - agree to ensure that all information contained on your profile, or otherwise submitted by you using the AirSmile Platform, is true and accurate and remains so at all times.
- All AirSmile Dentists must be registered by an AirSmile Partner in connection with a Partner Account.
- You are solely responsible for the profiles you create using the AirSmile Platform. You are also responsible for the actions of each person you allow to access the AirSmile Platform, including each AirSmile Dentist you allow to use your Partner Account.
- Air Health reserves the right to suspend your access to the AirSmile Platform in circumstances where we reasonably consider that you have violated these terms and conditions or have become ineligible to hold a Partner Account.
Additional AirSmile Partner obligations
- As an AirSmile Partner (unless you are only using the Secure Correspondence feature of the AirSmile Platform), you must:
  - set reasonable fees for the Services and conduct the Services appropriately, in a timely manner, and to a professional standard;
  - adhere to the Quotes provided to AirSmile Members via the AirSmile Platform where possible and, if not possible, provide the AirSmile Member with reasons for the adjustment to the Quote;
  - maintain up to date and accurate appointment availability and booking information through the dentist portal on our Website;
  - ensure that only AirSmile Dentists registered with your Partner Account have access to your Partner Account;
  - keep Air Health informed of communications from, or events relating to, any AirSmile Member concerning:
    - a patient complaint or any event or information that may reasonably lead to a patient complaint; and
    - any other matter that might affect the business and reputation of Air Health.
  - You must provide correct information to Air Health’s personnel to enable accounts to be issued to the AirSmile Partner.
  - AirSmile Partners are solely responsible for invoicing and collecting fees from patients for the provision of Services. Air Health does not collect fees from AirSmile Members on behalf of AirSmile Partners or AirSmile Dentists.
  - Air Health is not a health service provider. As between Air Health and the AirSmile Partner, you acknowledge and agree that you are solely responsible for the Services you, and AirSmile Dentists registered with your Partner Account, provide to patients.

Secure Correspondence
- This clause 6 applies specifically to your use of Secure Correspondence. Secure Correspondence is a cloud-based managed file transfer system operated by Air Health that is intended to be used by AirSmile Partners and AirSmile Dentists to securely send and receive patient records and other relevant correspondence.
- By using Secure Correspondence, you agree to:
  - only use Secure Correspondence for the purposes of:
    - sending and receiving patient records in accordance with the relevant patient’s instructions; and
    - sending and receiving relevant correspondence, such as referral letters, to other dentists, specialists and healthcare professionals;
  - prior to transferring a patient’s records, obtain from the patient informed consent to the transfer of their Personal Information to the recipient in accordance with all applicable laws (including Privacy Laws) regulations and codes applicable to the operation of a dental practice in Australia;
  - document the consent required under clause 6.2(a) using the Patient Authority to Release Dental Records form approved by the Australian Dental Association (or equivalent); and
  - take reasonable steps to verify the patient’s identity and the identity of the recipient prior to sending any documents via Secure Correspondence.
- By using Secure Correspondence to send email communications to third parties, you represent and warrant that your use of such functionality will at all times comply with all requirements and restrictions of applicable laws, including the Spam Act 2003 (Cth) and other Privacy Laws.
- You release, discharge and indemnify us from and against any claim, loss, damage, liability, cost or expense (including legal expense) suffered or incurred by us, whether in contract, tort (including negligence) caused by breach of clauses 6.2 or 6.3 by you or any AirSmile Dentist associated with your Partner Account, except to the extent that we caused or contributed to that loss or damage.
Reviews from AirSmile Members
- The AirSmile Platform has functionality that allows for AirSmile Members to leave reviews for AirSmile Partners and AirSmile Dentists. Such reviews may appear publicly on your profile.
- All AirSmile Members must agree to our Platform Terms of Use, which include terms around acceptable use of the review functionality. However, we do not generally monitor reviews published by AirSmile Members and we cannot guarantee that reviews that violate our AirSmile Platform Terms of Use will be promptly removed.
- Notwithstanding the above, you acknowledge and agree that:
  - you will not reply negatively to reviews on the AirSmile Platform in any circumstances; and
  - your own communications on the AirSmile Platform will comply with the AirSmile Platform Terms of Use in all respects.
- If you consider a review made in relation to your profile was not a genuine patient of your practice, or otherwise violates our Platform Terms of Use, you may contact us to report that review.
Representation and warranties
- Each party represents and warrants to the other that:
  - it has the power to enter into this agreement and perform its obligations under this agreement; and
  - in relation to any complaints or disputes raised by a patient or any other third party (including, a government agency), it will co-operate and work with the other party towards resolution of the complaint or dispute, including the provision of all information the other party considers is reasonably necessary to resolve the complaint or dispute.
- Additionally, you represent and warrant to Air Health that:
  - you, and each AirSmile Dentist registered with your Partner Account, have and will maintain appropriate professional indemnity insurance at all times while you hold a Partner Account;
  - you, and each AirSmile Dentist registered with your Partner Account, hold (and will maintain at all times while you hold a Partner Account) all necessary licences, authorities and consents, including any licence required under any Commonwealth of Australia or State and Territory legislation to provide the Services in accordance with all applicable laws;
  - you, and each AirSmile Dentist registered with your Partner Account, will act at all times in an efficient, honest, professional, proper, ethical and fair manner, and will not do or omit to do anything that may diminish or jeopardise the name or business standing of Air Health, or any of its related bodies corporate; and
  - you will do anything reasonably required for Air Health to comply with any applicable legislation, regulations and/or codes of practice, such as for Air Health to deal with any complaints or with any audits or investigations by or on behalf an external dispute resolution scheme or a regulator.

Fees and invoicing
- In consideration for Air Health allowing you to use and maintain a Partner Account, you must pay to Air Health the following fees (where applicable):
  - the On-Boarding Fee; and
  - the Subscription Fee.
- Additionally, for each New Patient and Reactivated Patient that books an appointment through the AirSmile Platform with you or an AirSmile Dentist registered with your Partner Account, you must pay Air Health the New Patient Fee. For clarity, no fees are payable with respect to Returning Patients.
- The On-Boarding Fee is a once-off administration fee that will be invoiced upon registering for a Partner Account. If you cancel a Partner Account and then re-apply for a further Partner Account, Air Health reserves the right to charge you a further On-Boarding Fee.
- By subscribing to one of our plans on our AirSmile Platform, you agree:
  - to pay all applicable Subscription Fees, and all associated transaction fees, notified to you at the time of purchase;
  - you may cancel your subscription at any time by providing Air Health 30 days’ written notice via email. Cancellation will take effect at the end of the then current subscription period; and
  - if you do not cancel your subscription, the subscription period will automatically renew upon the last day, for a further subscription period of the same length and plan type.
- Air Health will issue tax invoices for all fees payable by you under these Partner Terms. Invoices will be emailed and posted on the dentist portal on the Website on the 8^th day of the month and must be paid by the 22^nd day of each month.
- If any fee or payment is not made by the due date, Air Health may:
  - suspend your access to AirSmile Platforms;
  - charge interest at the rate of 5% per annum above the cash rate target published by the Reserve Bank of Australia (RBA) from time to time, or the maximum rate permitted by law, whichever is lower, calculated daily on all amounts not paid to Air Health from the due date until the date of payment in full;
  - recover from you any reasonable costs that Air Health incurs in recovering any outstanding amounts, including but not limited to debt collection, solicitors fees and any out of pocket expenses; and
  - cancel any discount, special pricing, promotional offers, priority ranking or similar benefits offered to the AirSmile Partner or its associated AirSmile Dentists by Air Health.
- Air Health will not suspend your access to the AirSmile Platform while you are disputing the applicable fees reasonably and in good faith and are cooperating daily to resolve the dispute. If your access to the AirSmile Platform is suspended for non-payment, we may charge the On-Boarding Fee to reinstate your access.
- Air Health may update its fees, including the Subscription Fees, from time to time by providing you with at least 30 days prior written notice. Any such change will take effect from no earlier than the start of your next subscription period. If you do not agree to the revised fee, you may cancel your subscription in accordance with clause 9.4(b) prior to the fee increase taking effect.
- When you first register for an Air Smile Partner Account you may be given the option of participating in a free trial. If you do not cancel your subscription by the end of the free trial period, you will need to pay the Subscription Fees for your selected subscription type from the date the free trial period ends.
- Unless otherwise stated all prices quoted are in Australian dollars and inclusive of GST. Air Health will issue you with a tax invoice for any supply on which GST is imposed and you must pay an amount equal to any GST payable on supply of that service to Air Health.
Intellectual property rights
- Air Health (or its licensor, if applicable) retains ownership of all Intellectual Property Rights in the AirSmile Platform and any resources we provide to you in connection with your use of the AirSmile Platform.
- Unless otherwise agreed, each party retains ownership of all material owned or created by that party independently of this agreement, and no Intellectual Property Rights are assigned or transferred by way of this agreement.
- You must not apply for any trade marks or domain names which are the same or similar to, or which contain, any Air Health trade mark or brand name.
Privacy
- To the extent you handle (including disclose) or are otherwise provided with access to Personal Information in connection with these Partner Terms, you agree to:
  - only process, use and disclose that Personal Information for the purpose of performing your obligations under this agreement;
  - take all necessary steps to ensure that the Personal Information you collect, use and disclose is protected against loss and against unauthorised access, use, interference, modification, disclosure or other misuse; and
  - provide all assistance Air Health reasonably requests from time to time in relation to its compliance with Privacy Law, or any investigation, request or enquiry (formal or otherwise) from the Privacy Commissioner regarding the Personal Information made available to you under this agreement.
- Air Health will collect, handle and disclose information about its AirSmile Partners and AirSmile Dentists in accordance with its Privacy Policy which is available at airsmile.com/privacypolicy. By providing us with Personal Information, you agree for us to handle that information in accordance with our Privacy Policy.
Prohibited conduct
- You agree that the AirSmile Platform and the associated materials will be used solely for the purposes and functions contemplated by these terms and conditions and you will refrain from using the AirSmile Platform or any other purpose (Prohibited Conduct). Prohibited Conduct includes:
  - tampering with or attempting to access user accounts of other users;
  - using the AirSmile Platform to transmit, or to gather information for the purpose of, unsolicited advertising;
  - using, allowing the use of, or otherwise providing user credentials in a manner that allows for any use of data mining, robots, web scraping, or similar data gathering and extraction tools or any downloading or copying of account information for the benefit of another party;
  - reproducing, duplicating, broadcasting, copying, selling, trading, reselling, redistributing in any medium, or exploiting, directly or indirectly, for any commercial purposes any portion of the AirSmile Platform without Air Health’s prior written consent; and
  - the knowing transmission of any viruses, Trojan horses, trap doors, back doors, worms, time bombs or other malicious code or computer programming routines.

Indemnity and limitation of liability
- You must indemnify and keep Air Health indemnified against all claims, suits, actions or demands brought against Air Health or the AirSmile Partner (or both) arising out of the Services you, and AirSmile Dentists registered with your Partner Account, provide to patients, except to the extent caused or contributed to by Air Health.
- Air Health’s total liability to you for any loss or damage, however caused, and whether arising under contract or general law, will not exceed an amount equal to the total fees paid to Air Health by you under these Partner Terms in the 12 months preceding the claim.
- To the extent allowable at law:
  - indirect, special, pure economic or Consequential Loss or damage, including damages for loss of data, however arising, are expressly excluded from this agreement; and
  - Air Health disclaims any warranties in relation to the AirSmile Platform that may be implied by law.
- Nothing in these terms and conditions excludes, restricts or modifies any rights or remedies that may not be lawfully excluded, modified or limited under the Australian Consumer Law contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
Termination
- This agreement (and the relevant Partner Account) may be terminated by either the AirSmile Partner or Air Health by providing at least one month’s notice in writing.
- Additionally, either party may terminate this agreement immediately if the other party commits a breach of its obligations under this agreement that:
  - is capable of being remedied but is not remedied within 10 Business Days of notice from the other party specifying the breach and requiring it to be remedied; or
  - is a material breach and is not capable of remedy.
- Upon termination of these Partner Terms:
  - you must immediately cease using the AirSmile Platform as an AirSmile Partner;
  - in addition to Air Health’s other remedies, we may issue an invoice for fees or other charges incurred by you but not previously invoiced; and
  - we reserve the right to completely and permanently destroy any data associated with your Partner Account.
- Termination of these Partner Terms will not affect any rights or liabilities accrued prior to the date of termination.
Nature of AirSmile Partner’s rights
- This agreement:
  - is personal and is not assignable by the AirSmile Partner;
  - does not give you any interest whatsoever in the goodwill of Air Health; and
  - does not create any relationship of partnership, employee and employer, or agency between Air Health and the AirSmile Partner. To be clear, the AirSmile Partner provides the Services on the AirSmile Partner’s own account.
- Air Health may assign its rights and obligations under this agreement.
Governing law and jurisdiction
- These terms and conditions are governed by the laws of Queensland, Australia. You irrevocably submit to the non-exclusive jurisdiction of the courts of Queensland in respect of any proceedings arising out of or in connection with this document.
Prohibition and severance
- If any provision of these terms and conditions is prohibited, invalid or unenforceable in any jurisdiction, that provision will, as to that jurisdiction, be ineffective to the extent of the prohibition, invalidity or unenforceability without invalidating the remaining provisions of these terms and conditions or affecting the validity or enforceability of that provision in any other jurisdiction.
Force Majeure
- Neither party shall be liable for any delay or failure to perform its obligations pursuant to this agreement if such delay is due to Force Majeure. If a delay or failure of a party to perform its obligations is caused or anticipated due to Force Majeure, the performance of that party’s obligations will be suspended.
Variations to these Partner Terms
- Air Health may amend these Partner Terms by providing you with at least 30 days’ notice of any change and such notice may include an email or posting an update on the dentist portal on our Website. If you do not agree to abide with the Partner Terms as varied, you may terminate this agreement (and your Partner Account) prior to the changes taking effect by providing us with written notice by email. Your continued use of your Partner Account after the effective date of the variation will constitute your acceptance of the variation.
Definitions and Interpretation
- In these terms and conditions:
  - AirSmile App means the AirSmile mobile application operated by Air Health.
  - AirSmile Dentist means a dentist that has been registered on a Partner Account by an AirSmile Partner.
  - AirSmile Member means a user of the AirSmile Platform that has completed the member registration process on the AirSmile App or Website.
  - AirSmile Partner means an entity operating a dental practice that has completed the AirSmile Partner on-boarding and registration process on the Website.
  - AirSmile Platform means the AirSmile App and Website, including Secure Correspondence.
  - Business Day means between 9.00am and 5.00pm on a weekday other than a Saturday, Sunday or recognised public holiday in Brisbane, Queensland, Australia.
  - Consequential Loss means:
    - loss or corruption of data, loss of opportunity, loss of revenue, loss of profits, loss of contract, loss of business, loss of production and loss of goodwill; and
    - any punitive, exemplary, indirect or consequential loss.
  - Code of Conduct means the code of conduct available at airsmile.com/codeofconduct.
  - Force Majeure means a circumstance beyond the reasonable control of the parties which results in a party being unable to observe or perform on time an obligation under this agreement.
  - Intellectual Property Rights means any and all intellectual and industrial property rights anywhere in the world (including present and future intellectual property rights) including (but not limited to) rights in respect of or in connection with:
    - any related confidential information, trade secrets, know-how or any right to have information kept confidential;
    - copyright (including future copyright and rights in the nature of or analogous to copyright);
    - trade marks, service marks and other related marks; and
    - all associated goodwill,

whether or not existing at the date you agree to these terms and whether or not registered or registrable and includes any and all variations, modifications or enhancements to each of them together with any application or right to apply for registration of those rights and includes all renewals and extensions.

New Patient means a patient who has never previously booked an appointment to attend the practice of the AirSmile Partner through the AirSmile App.
New Patient Fee means the new patient fee applicable to the plan purchased by the AirSmile Partner.
On-Boarding Fee means the one-off on-boarding fee (if any) notified to the AirSmile Partner at the time of registering for a Partner Account.
Partner Account means the account unique to each AirSmile Partner.
Personal Information has the meaning given in the Privacy Act 1988 (Cth).
Platform Terms of Use means the terms that apply to all users of the AirSmile Platform, which can be accessed at airsmile.com/partnerterms.
Privacy Laws means the Privacy Act 1988 (Cth), Spam Act 2003 (Cth) and any other applicable health records and privacy laws that may be in force from time-to-time.
Quote means the quote generated by Air Health and provided to an AirSmile Member via the AirSmile App based on fees and other information input into the AirSmile Platform by the AirSmile Partner.
Reactivated Patients means a patient of the AirSmile Partner who has previously been billed for services received at the practice but has not returned to the AirSmile Partner in the last 18 months.
Returning Patient means a patient of the AirSmile Partner who has previously been billed for services received at the practice and is returning within 18 months of their last visit.
Secure Correspondence has the meaning given in clause 1.
Services means all services the AirSmile Partner and its AirSmile Dentists provide to AirSmile Members.
Subscription Fee means the monthly subscription fee applicable to the plan purchased by the AirSmile Partner.
Website means the AirSmile website, which can be accessed at airsmile.com, and includes Secure Correspondence.

The following rules of interpretation apply unless the context requires otherwise:
- references in these Partner Terms to ‘you’ means the individual using the AirSmile Platform or where use is on behalf of a legal entity, that legal entity, and any individual acting or purporting to act on its behalf or using its access credentials;
- a reference to a person includes a firm, a body corporate, an unincorporated association or an authority and vice versa;
- a reference to these terms and conditions or another document includes any variation, novation, replacement or supplement to any of them from time to time;
- a reference to a right or obligation of two or more persons confers that right, or imposes that obligation, as the case may be, jointly and severally;
- a reference to conduct includes any omission, representation, statement or undertaking, whether or not in writing; and
- specifying anything in these terms and conditions after the words including, includes or for example or similar expressions does not limit what else might be included unless there is express wording to the contrary.

Effective from: 1 February 2024

Partner Terms

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