Healthy Smile Pharmacy Partner Agreement

Partner Program Terms and Conditions

By applying to the Healthy Smile Pharmacy (HSP) Partner Program (the "Program"), you agree to be bound by the following terms and conditions (the "Terms"). These Terms are a legal agreement between you (the “Partner”, “you”) and us (“HSP”).

Any violation of these Terms may result in, among other things, termination or suspension of your rights to be a Partner and forfeiture of any outstanding Partner commission payments earned during the violation.

Definitions

“We”, “Us”, Our”, or “HSP” means Health Smile Pharmacy, a trading name of Dent.O.Care Professional.

“You”, “Your”, or “Partner(s)” means the business or individual applying for participation in the HSP Partner Program to promote HSP and HSP’s products and services on its website and/or through offline representation through the Partner link in exchange for remuneration from HSP for sales resulting from such promotion and referral.

“Partner Account” is your account that is created for the purpose of participating in the Program.

“Partner Program” or “Program” means HSP’s Partner Program.

“Partner Link” means the unique practice tracking URL link that you use to promote HSP and HSP’s products and services.

“Commission(s)” means the remuneration you will be paid for each Qualified Purchase by a Referred Customer that you directly refer to HSP, under and in accordance with these Terms.

“Brand Content” means all information, marketing materials, text, logos, email templates, images, or videos that we produce and provide to you for the purposes of this Program.

“Qualified Purchase” or “Qualifying Purchase” means a purchase made by a Referred Customer, that meets the criteria set in the Commission section hereof.

“Referred Customer” means each new and unique individual or business that has made a Qualifying Purchase.

Partner Application & Obligations

To become a HSP Partner, you must apply via the HSP website or be invited by a HSP employee to join the Program. Application outcome is determined solely by us.
A Partner Account is for use by either a single practice (physical location) or an individual who works in multiple locations. In the case of the later we will require written permission from the practice owner(s) authorising your participation in the Program.
If you are an individual, you must be a GDP registered dental professional to join this Program.
The Partner is prohibited from subcontracting, sublicensing, or otherwise delegating their obligations under this Agreement to third parties without HSP's prior written consent.
The Partner agrees not to promote products or services that directly compete with HSP’s offerings during the term of this Agreement without prior written approval.
Partners can view customer activities via a secure online dashboard. The Partner is responsible for maintaining the security of their Partner Account, including but not limited to safeguarding login credentials. HSP shall not be held liable for any losses resulting from unauthorized account access due to the Partner's failure to secure their account.
You may not use the Program for any illegal or unauthorized purpose. You must not, in the use of the Program, violate any laws in your jurisdiction (including but not limited to copyright laws).
We reserve the right to approve, reject or terminate your application at any point in time, at our sole discretion.

Data Sharing

Is covered by Health Smile Pharmacy Partner Data Sharing & Privacy Agreement.

Partner Codes

As a HSP Partner, you will be provided with a unique Partner Codes for each location, this allows us to track your Patients, Qualifying Purchases, and Commission Fee back to the referring practice.
Your Partner Code may also contain a discount for Referred Customers purchasing through your link. Any discount for the Referred Customer is automatically applied at the HSP store checkout for purchases made using your unique referral link.

Qualifying Purchase Criteria

Under the Program, you will be paid Commission for each Qualified Purchase by a Referred Customer that you refer to HSP in accordance with these Terms. Each Referred Customer and each Qualified Purchase must meet the following criteria:

The Referred Customer is a new and unique customer to HSP, meaning they have never had an active HSP subscription.
The Referred Customer visits the HSP website and uses your Partner Code at checkout. If the Referred Customer visits the HSP website and does not provide a Partner Code or uses an incorrect Partner Code you will not earn Commission on that purchase.
The purchase was not combined with any other offers or promotions.
The purchase and payment must be made in full via the HSP website.
The Referred Customer activates their HSP subscription, and it remains active for at least 30 days.
Practice staff will be offered a 50% discount throughout the course of their subscriptions, these sales do not qualify for Commission.

Commission

The commission is paid on the net spend on Qualifying Purchases as follows:

1st Order - 50% (reduced to 30% where no Starter Kit supplied to patients)
Subsequent orders: 10%

We will only pay Commissions on transactions that are automatically tracked and reported by our systems. Where the Partner is using a Partner Link it is necessary for the visitor to have cookies enabled. We will not pay Commission if someone says they purchased through your Partner Link but it was not tracked by our system.
Customer payments refunded or payments charged-back due to credit card fraud do not qualify for Commission.
We reserve the right to disqualify Commissions earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods.
The Commission structure may vary by Partner and is subject to change at our discretion.

Payments

Partner payments will be issued only when the accumulated commissions meet a minimum threshold of £250. If the balance remains below this threshold, it will roll over to the next payout cycle.
Unless agreed otherwise commissions will be distributed on a quarterly basis directly into Partners nominated bank account.
If there is a discrepancy in commission tracking or payment, the Partner must notify HSP in writing within 30 days of the issue. HSP will investigate and resolve disputes at its discretion, and its decision will be final.
You will be notified of any Commission earned via email, and successful referrals will be tracked in your Partner Account dashboard after the Referred Customer has activated their subscription for at least 30 days.

Partner Program Fees

Partners participating in the HSP Partner Program agree to pay a monthly administrative fee of £30 per practice. This fee covers:
Licenses for software tools and tracking systems provided to the Partner.
Production and use of marketing materials, including Brand Educational Content and promotional assets, most of which will be refreshed on a frequent basis.
The monthly fee will be automatically deducted from any commissions earned by the Partner. If the Partner has insufficient commissions to cover the fee, they will be invoiced for the outstanding balance, which must be paid within 30 days of the invoice date.
The administrative fee is subject to an annual review by HSP. HSP reserves the right to adjust the fee amount at its sole discretion. Partners will be provided with at least 30 days' notice of any changes to the fee.
The fee is non-refundable, including in cases of account termination, unless required by applicable law.
Failure to pay the administrative fee may result in suspension or termination of the Partner Account.

Promotional Terms

You may not “spam” anyone with your Partner Link. This includes mass emailing, texting or messaging individuals who are now not patients of the practice. You may not pay to advertise your Partner Link, and you may not sell your Partner Link to anyone.

Note: search engine marketing (eg. Adwords, Yahoo or Bing) or the words “coupon”, “code”, “promo code”, “discount code”, “voucher code” or “voucher” must not be used to promote your Partner Link.

Direct paid advertising and bidding on brand terms (PPC), including, but not limited to, “Healthy Smile Pharmacy” or variations such as “HSP” is not allowed.
We may provide supporting Brand Content that can be used with your Partner Link. Brand Content must be used in accordance with HSP’s guidelines and should not be modified in any way. We reserve the right to change the brand resources at any time without notice.
All rights, title and interest in any Brand Content, HSP's name and logo, and any other material provided to you shall remain in HSP, including any intellectual property rights therein. You only have a limited license, during the term of this agreement, to use such materials in your marketing efforts in accordance with the terms of these Terms.
You are solely responsible for ensuring that your reviews, product descriptions and articles comply with all applicable copyright, trademark, and other laws. HSP will not be responsible if you use another party's copyrighted or trademarked material in violation of the law.
HSP reserves the right, at any time, to review the use of your Partner Link, and may require that you change the placement or use to comply with the guidelines provided to you. If requested by HSP, you will share the places you’ve used your referral link. This includes, but is not limited to, links, screenshots, and email sends.

Referred Customer Definition

Every Referred Customer who makes a purchase through this Program is deemed to be a customer of HSP. Accordingly, all of our Terms of Service, rules, policies, and operating procedures concerning pricing, customer orders, customer service, and services sales will apply to those customers. We may change our policies and operating procedures at any time. HSP is not responsible for any representations made by the Partner that contradict our rules, policies or operating procedures.

Termination

HSP, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Program, or any other HSP service, for any reason at any time. Such termination will result in the deactivation or deletion of your Partner Account, and the forfeiture of all potential or accrued Commission Fees in your Account if they were earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods.
Failure to pay the Partner Program Fees may result in suspend or terminate of your Partner Account. In such circumstances any outstanding fees will be deducted before disbursement of any accrued commissions.
You may terminate your Partner Account at any time and can do so by informing us in writing.
Upon termination of this Agreement, any unpaid commissions that have been earned and meet the Qualified Purchase criteria will be paid out within 30 days, provided they are not subject to disputes or fraud investigations.

Disclaimer of Warranties and Limitation of Liability

HSP provides no warranty or representation regarding the Program, its availability, or the accuracy and completeness of the tracking and reporting systems. We and our Partner companies and agents make no representations or warranties about the suitability, reliability, availability, timeliness, security, or accuracy of the program for any purpose. To the extent permitted by law, the program is provided "as is" without warranty or condition of any kind. We disclaim all warranties and conditions of any kind regarding the program, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement.
In no event shall the HSP be liable for any indirect, consequential, or special damages arising out of or in connection with the Program, including but not limited to lost profits or loss of business opportunities.
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and Partners) by a third party not Partnered with us to the extent that such Action is based upon or arises out of (a) your participation in the Program, or (b) your noncompliance with or breach of these Terms or the Content Policy.

Confidentiality

As used herein, “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) HSP's customer, product, product launch and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (iii) not disclose Confidential Information of the Disclosing Party to any third party.

General

You are acting as an independent contractor with respect to HSP and the Program and not as an employee, partner, agent or joint venturer. You are solely responsible for any taxes, dues, levies, social charges and other fiscal charges imposed on you as a result of any payments or rewards provided to you under this Program.
We reserve the right to suspend accounts or invalidate links, discounts or rewards if we notice any activity that we believe is abusive, fraudulent, or in violation of these Terms or the HSP Terms of Service. We reserve the right to review and investigate all Partner and referral activities and to suspend accounts or modify referrals in our sole discretion as deemed fair & appropriate.
We reserve the right to interpret these Terms and our determination of what these Terms mean in a specific situation will be made in good faith. Once made, such determination will be final on us, on you and on any of your Referred Customers.
We can update or revise these Terms at any time without prior notice. If we modify these Terms, we will post the modification on our website to be effective upon posting. Continued participation in the Program after any modification shall constitute consent to such modification.
You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any Partner or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
These Terms and the Content Policy constitute the entire agreement between us for the Program and supersede all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you.
The following sections shall survive the expiration or termination our agreement: ‘Disclaimer of Warranties and Limitation of Liability’, ‘Confidentiality’ and ‘General'.
Our programs and campaigns are void where prohibited by law, including by EU or US sanctions laws.

Communication and Notices

All notices and communications under this Agreement will be deemed delivered when sent to the Partner’s registered email address or HSP’s official email.

Governing Law and Jurisdiction

This Agreement will be governed by and interpreted according to law. All disputes and claims English and Welsh arising under the Agreement (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts.