5 Queens Road Bisley
Company number: 7627811
Dentures Online Ltd, which has its place of business at 5 Queens Road, Bisley, Woking, Surrey, GU249AW, United Kingdom(the “Publisher”).”
Dentures Online Ltd offers advertisers an opportunity to promote themselves and their services on the internet, through websites that are managed by Dentures Online Ltd.
Advertisers can contribute to the websites in the following ways:
- By purchasing a Listing in one of the searchable databases.
- By purchasing a Featured Provider Page on websites managed by Dentures Online Ltd.
- By sponsoring a section of a Website and perhaps providing media.
- By purchasing banner advertising on specific pages or throughout the Website.
- By purchasing a bespoke campaign specifically organized for your business.
The Terms and Conditions (‘Terms’) below are the standard Terms of Dentures Online Ltd and apply to all above services provided by Dentures Online Ltd.
Additional Charges – means charges for additional Services not included in the Order Form, Invoice or Quote at the time the Agreement is formed.
Advertisement – means an advertisement that appears on the Website including but not limited to Featured Provider Listings, Featured Provider Pages and Banners.
Agreement – means an agreement formed between You and Dentures Online Ltd comprising an Order, Order Form, Invoice or Quote and these Terms.
Banners – means banner advertisements delivered via the website.
Effective Date – means the date on which this Agreement is formed.
Featured Provider Pages – means pages of advertorial about your services, your products or your company. The content of the Featured Provider Pages are prepared by Dentures Online Ltd using Your Media or by yourselves and provided to Dentures Online Ltd.
Featured Provider Listings – means an abbreviated summary of the content of the Featured Provider Page, which includes a link to the Featured Provider Page or to your Website.
Fees – means Dentures Online Ltd charges from time to time for providing the Services.
Invoice – means the document setting out the services that will be provided by Dentures Online Ltd and the payment due.
IPRs – means intellectual property rights, including but not limited to copyright, registered and unregistered trademarks, trading names, domain names, logos and know-how.
Listing – means a listing in an online directory or database.
Order – means an order for Services placed by you on an Order Form or directly to Dentures Online Ltd in writing, by email or by telephone.
Order Form – means the record of the details of your Order.
Quote – means the document setting out the Services that may be provided by Dentures Online Ltd and the applicable estimated Fees.
Services – means the services to be provided to you by Dentures Online Ltd.
Sponsored Content – content provided by you including but not limited to art Dentures Online Ltd’s, informational, descriptions and text around which Advertisements will be reproduced.
Dentures Online Ltd Media – means the media created by Dentures Online Ltd using Your Media to create an Advertisement.
“You” and “Your” – means the person or company or other organisation that requires Dentures Online Ltd to perform the Services.
Your Media – means any documents, information, materials, images, graphics, logos, trademarks, domain names, contact details, patient testimonials, case studies and text provided by You to enable Dentures Online Ltd to produce Advertisements, Featured Listings, Featured Pages, Listings and Sponsored Content as applicable. By providing such media you state that you have the right or permission to use third party material. Dentures Online Ltd will not be responsible for obtaining permission to use third party material provided by you.
“We” and “Our” mean Dentures Online Ltd.
1.2 A reference to writing or written means written correspondence faxes and emails.
The use of E-Mail shall be considered by both parties as constituting written communication between parties.
1.3 Words in the singular shall include the plural and vice versa.
2. Your Status and Obligations
2.1 By accepting our Quote, Invoice and making the payment, you are accepting these Terms and you warrant that:
2.1.1 You are legally capable of entering into binding agreements.
2.1.2 You are accredited to provide the treatments and services detailed in your Advertisements, Your Media, and the Enquiry Form, in your Order and on the Order Form (‘Treatments and Services‘).
2.1.3 You shall provide the Treatments and Services with all skill, due care and diligence as would be expected from an accredited supplier of similar or identical Treatments and Services.
2.1.4 All Your Media that You provide to Dentures Online Ltd shall be accurate and up to date and should, during the provision of the Services, Your Media no longer be accurate, You shall promptly inform Dentures Online Ltd and provide new media that is accurate and up to date.
2.2 You shall indemnify Dentures Online Ltd and hold Dentures Online Ltd harmless for any claims brought against Dentures Online Ltd relating to your breach of clause 2.1.
3. Order and Formation of Agreement
3.1 All Services are provided in accordance with these Terms and the Order Form (‘Agreement‘).
3.2 You will place an Order for Services with Dentures Online Ltd by:
3.2.1 Placing an Order with one of Dentures Online Ltd employees, representatives or agents; or
3.3 Dentures Online Ltd will send you an Order Form, Quote or Invoice and a link to these terms and conditions on our website. You must check the details on the Order Form, Quote or invoice and read the terms and conditions and if you accept them and are willing to be bound by them, you should make the payment, by making the payment you are stating that you have read and accept these Terms and Conditions.
3.4 You should read the Terms each time you place an Order and prior to making payment.
3.5 When you make the payment you are accepting the terms and you shall be bound by these Terms.
3.6 In the event that you would like to amend the details on the Order Form, You should mark up the amendments and return the Order Form, Quote, invoice to Dentures Online Ltd. Dentures Online Ltd will review the amendments, and will send you a revised Order Form, Quote, Invoice to check. If you accept the content of the revised Order Form, Quote, Invoice you should comply with the procedure set out at clause 3.3. For the avoidance of doubt, neither party shall be bound by these Terms until you have made the payment. Amendments made to an Order Form, Quote, Invoice by you will constitute a counter offer. Dentures Online Ltd shall not be obliged to accept your counter offer.
3.7 The Order Form, Quote, Invoice will contain the effective dates for the commencement of the advertising or services provided by Dentures Online Ltd.
3.8 The Agreement between Dentures Online Ltd and You will relate only to the Services that have been confirmed in the Order Form, Quote or Invoice.
3.9 The Services shall be provided for the period specified in the Order Form. If you wish to renew the Service You should contact Dentures Online Ltd either in writing or by telephone. A new Order Form, Quote or Invoice will be sent to you and on payment, pursuant to clause 3.5, services will be further renewed to You. The Terms applicable at that time will be sent to you with the Order Form, Quote or Invoice.
4. Fees, Payment and Cancellation
4.1 You can obtain information and details about the Services and Dentures Online Ltd’s corresponding Fees directly from Dentures Online Ltd.
4.2 The Fees for the Services will be as quoted in the Order Form, Quote or Invoice such Fees shall be quoted in [GBP £] except in cases of obvious error. In the case of obvious error Dentures Online Ltd reserves the right to correct that error and apply the correct Fees, such error and amendment to the Fees shall be communicated to You as soon as reasonably practicable in writing. On receipt of such revised Fees, You shall have the option to withdraw Your Order, but due to the bespoke nature of the Services withdrawal of Your Order must be communicated to Dentures Online Ltd within 48 hours of your receipt of the revised Fees.
4.3 The Fees are subject to VAT (or other similar or applicable sales taxes, charges, duties or levies) at the prevailing rate.
4.4 Fees may change from time to time, but (subject to clause 4.2) changes will not affect Orders in respect of which Dentures Online Ltd has already sent you an Order Form, the content of which you have accepted in accordance with clause 3.
4.5 Fees may be paid by cheque or directly in our bank account (payment details on the invoice).
4.6 Dentures Online Ltd requires payment prior to delivery of the Service. Alternatively, Dentures Online Ltd may invoice you for the Service. Payment should be received by Dentures Online Ltd within 14 days of the date of the invoice.
4.7 If the Service You require involves the provision of Advertisements, Listings or Sponsored Content, due to the bespoke nature of such Services Your right to cancel will be restricted to 48 hours for Advertisements and Listings and 7 working days for Sponsored Content from the date of the Order Form Quote or Invoice being returned to Dentures Online Ltd by You. Your cancellation of such Service must be communicated to Dentures Online Ltd in writing.
4.8 If Dentures Online Ltd has received notice of Your cancellation of the Advertisements, Listings or Sponsored Content Service in accordance with clause 4.7, Dentures Online Ltd shall reimburse You for any payment received relating specifically to the cancelled Service and that Service only.
4.9 From time to time Dentures Online Ltd may run promotions and offers (‘Promotions‘) in respect of some selected Services. These Promotions shall be detailed on the Websites from time to time and, where you have given Dentures Online Ltd permission, may be communicated to You by email, telephone or fax. These Terms, together with any additional terms that are detailed with the Promotions shall apply. Orders for the Promotions Services shall be placed by you and supplied by Dentures Online Ltd in accordance with these Terms, unless stated otherwise. Such variation to these Terms shall be communicated to You with the Order Form, Quote or Invoice and you shall be required to indicate your acceptance, in accordance with clause 3.
5. Supply of the Services
5.1 Dentures Online Ltd shall use its reasonable endeavours to provide the Services to You in accordance with these Terms and the Order Form, Quote or Invoice.
5.2 Dentures Online Ltd shall use reasonable endeavours to meet any delivery dates specified on the Order Form, Quote or Invoice but any such dates shall be estimates only and time shall not be of the essence of these Terms.
5.3 Any changes or additions to the Services must be agreed in writing by Dentures Online Ltd.
5.4 In the event that changes or additions to the Services are required Dentures Online Ltd shall be entitled to charge Additional Charges, such Additional Charges will be communicated to you in writing and shall be paid in accordance with clause 4.
5.5 Dentures Online Ltd shall provide the Services to you with all skill, care and diligence that would be expected from a supplier of similar or identical services, and in accordance with the Order Form, Quote or Invoice (as accepted by you) and these Terms.
5.6 In the event that Dentures Online Ltd is to produce Media and publish it on a Website as a Listing or Advertisement the Service shall be provided as follows:
5.6.1 You shall follow the Order procedure as set out at clauses 3.2, 3.3, 3.4 and 3.5
5.6.2 Dentures Online Ltd shall prepare the Listing or Advertisement in accordance with the Order Form, Quote or Invoice.
5.6.3 Dentures Online Ltd shall send You a copy of the proposed Listing or Advertisement where you may view the proposed Listing or Advertisement.
5.6.4 Within five working days of receipt of the proposed Listing or Advertisement You shall revert to Dentures Online Ltd with your comments and any amendments You require.
5.6.5 As far as is reasonably practicable, Dentures Online Ltd shall make the amendments to the Listing or Advertisement that You require.
5.6.6 You shall indicate your acceptance of the Listing or Advertisement by email or telephone.
5.7 Dentures Online Ltd may at any time, without notifying you, make changes to the Services, which are necessary to comply with any applicable statutory requirements, or which do not materially affect the nature or quality of the Service.
5.8 Whilst Dentures Online Ltd will make reasonable efforts to accurately reproduce as necessary the trading colours of your trademarks and logos in the Dentures Online Ltd Media and Advertisements, no assurances or warranties shall be inferred into this Agreement that they will be reproduced exactly.
5.9 For the avoidance of doubt, in the event that Dentures Online Ltd and You enter into an Agreement for Services, whereby Dentures Online Ltd shall place links to your website on Dentures Online Ltd’s Websites, Dentures Online Ltd hereby expressly states that it shall bear no responsibility for the content of your websites. You hereby agree, that You shall indemnify Dentures Online Ltd for all and any damage caused to Dentures Online Ltd due to the content of your websites.
6. Intellectual Property
6.1 Save as expressly set out in these Terms, nothing in the Agreement between Dentures Online Ltd and You operates to transfer any IPRs of one party to the other.
6.2 You warrant that You have the right and all necessary permissions and authorisations to licence Dentures Online Ltd to use Your Media and IPRs subsisting in Your Media to provide the Services.
6.3 You hereby grant Dentures Online Ltd a non-exclusive, terminable licence to use Your Media and the IPRs subsisting in Your Media to provide the Services as detailed in the Order Form, Quote or invoice and as amended by You and Dentures Online Ltd from time to time during the continuance of the Agreement, such amendment to be agreed by both parties in writing.
6.4 In respect of the Services that require linking to your websites and use of your domain names, You hereby grant Dentures Online Ltd a non-exclusive, terminable licence to use your domain names (as specified in the Order Form, Quote or Invoice) to link and direct visitors to the Websites to You.
7. Warranties and Liability
7.1 Nothing in these Terms, excludes or limits Dentures Online Ltd’s liability for death or personal injury caused by negligence, fraudulent misrepresentation, or any other liability which may not otherwise be limited or excluded under applicable law.
7.2 Subject to clause 7.1 and as otherwise set out in these Terms, Dentures Online Ltd makes no warranties or representation of any kind express or implied, statutory or otherwise regarding the availability of the Services, the timely provision of the Services and Dentures Online Ltd shall have no liability to You for any loss, damage, costs, expenses, loss of profit, reputation, future business or other claims for compensation arising from any information or instructions and details provided on the Enquiry Form, Response Pages, Advertisements, Your Media Order or Order Form supplied by You or confirmed by You, which are incomplete, incorrect, inaccurate or illegible, or arising from their late arrival or non-arrival, or any other fault of You.
7.3 Subject to clause 7.1, Dentures Online Ltd shall not be liable to You by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms and conditions of these Terms, for any loss of profit, damage to goodwill, loss of future business or any other form of indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Dentures Online Ltd, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services.
7.4 Not with standing the above, subject to clause 7.1, Dentures Online Ltd’s aggregate liability (whether in contract, tort or otherwise) for loss or damage shall not exceed the Fees paid by You for the provision of the Services in question.
8.1 This Agreement may be terminated by either party.
8.1.1 Giving not less than 1 month’s notice to the other party in writing.
8.1.2 Forthwith if the other commits any material breach of any terms of the Agreement and which, in the case of a breach capable of being remedied, shall not have been remedied within 28 working days of a written request to remedy the same.
8.1.3 Forthwith if the other goes into liquidation, becomes bankrupt, makes voluntary arrangement with its creditors or has a receiver or administrator appointed.
8.2 Dentures Online Ltd reserves the right to terminate this Agreement or suspend its Services, including but not limited to removing Your Media and Advertisements, in part or in whole, in the event that a complaint is received by Dentures Online Ltd from your patients or other practitioners concerning your provision of treatments and other services provided by You. Such Services will not be reinstated until or unless You can provide sufficient evidence that the claims are false, or that suitable amendments are made to Your Media or the Advertisements to ensure that they are accurate and up to date.
8.3 If, pursuant to clause 8.2, Dentures Online Ltd at its sole discretion elects to terminate or suspend its provision of the Services to You, Dentures Online Ltd shall refund to You, pro rata, the Fees applicable to that Service.
9. Consequences of Termination
9.1 Upon termination of this Agreement all rights and obligations of Dentures Online Ltd and You shall cease to have effect immediately except that termination shall not affect accrued rights and obligations of Dentures Online Ltd and You under this Agreement at the date of termination or any express obligations in this Agreement of a continuing nature.
9.2 Within 24 hours of termination all Services shall cease, including but not limited to the publication of all or any Advertisements on the Websites.
9.3 All links from the Websites to your websites shall cease to operate.
9.4 Dentures Online Ltd shall promptly return to You or destroy all Your Media in its possession.
9.5 Dentures Online Ltd shall cease to use Your Media and all your IPRs, including but not limited to Your logo and trademarks.
9.6 For the avoidance of doubt, all licences granted under this Agreement shall terminate.
10.1 Dentures Online Ltd shall have no liability to You if it is prevented from or delayed in performing its obligations under this Agreement or from carrying on its business for a period of one month by events beyond its reasonable control.
10.2 Any notice required or permitted to be given by either party to the other under this Agreement shall be in writing addressed to that other party at its registered office address or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice and will be deemed to have been given 3 working days after the date of posting or 1 working day after the date of sending an email or fax.
10.3 No failure or delay by either party in exercising its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Agreement by the other party shall be considered as a waiver of any subsequent breach of the same or any other provision.
10.4 You may not assign or deal in any way with all or any part of the benefit of its rights or benefits under this Agreement without Dentures Online Ltd’s prior written consent, such consent shall not be unreasonably withheld.
10.5 Dentures Online Ltd may sub-contract the performance of its obligations under this Agreement.
10.6 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no rights or benefits expressly or impliedly conferred by it shall be enforceable under that Act against Dentures Online Ltd or You by any other person, business, company or other entity.
10.7 Nothing in this Agreement is intended to create a partnership or joint venture or other legal relationship of any kind that would impose liability upon one party for the act of the other party between Dentures Online Ltd and You, or to authorise either party to act as agent for the other.
10.8 Any dispute arising under or in connection with this Agreement shall be referred to mediation before either party issues legal proceeding through the courts.
10.9 English Law shall apply to the Agreement, and the parties agree to submit to the non-exclusive jurisdiction of the English Courts.