Clinic Partner Agreement

1. Introduction and Purpose

MyDentalFly operates as a dental tourism marketplace platform through the website www.mydentalfly.com, connecting patients seeking dental treatment abroad with verified dental clinics.

By registering as a clinic partner, you agree to be bound by this Agreement and our general Terms of Service. The Agreement enters into force when the Company lists your clinic profile on the Platform.

This Agreement is subject to the General Terms and Conditions which form an integrated and integral part hereof. By completing registration, the Partner confirms that they are familiar with these terms and accept them in full.

2. Terms and Definitions

3. Partner Eligibility and Verification

3.1 Eligibility Requirements

To become a partner clinic, you must:

• Hold valid dental practice licenses in your jurisdiction of operation
• Maintain appropriate professional liability insurance (minimum €1,000,000 cover)
• Employ licensed and qualified dental professionals
• Operate a legitimate, established dental practice
• Provide accurate credentials and facility information
• Be duly registered with all relevant state and regulatory authorities
• Consent to our verification process

3.2 Verification Process

The Company conducts a verification process that may include:

• Review of professional licenses and certifications
• Verification of facility accreditations
• Background checks on key practitioners
• Virtual or in-person facility inspections
• Review of patient testimonials and case studies

4. Payment Collection, Commission & Payouts

4.1 Payment Collection

The Company collects payments from Users on behalf of the Partner and processes payouts after deducting applicable fees. This arrangement simplifies the payment process for Users and ensures consistent, secure payment handling.

4.2 How Payments Flow

Under our staged payment model, payments are split between MyDentalFly and the Partner as follows:

The Partner receives the remaining balance directly from the patient at the clinic on treatment day. This means the Partner does not wait for a payout from MyDentalFly for the majority of the treatment value.

4.3 Payment Flow Example (£5,000 Treatment)

4.4 When Clinic Payouts Apply

In most cases, the Partner receives payment directly from the patient at the clinic. However, payouts from MyDentalFly to the Partner may occur in these situations:

• Treatment plan changes: If the final treatment cost is lower than quoted, the difference may be refunded to the patient or credited
• Cancellation credits: If a patient uses credit from a cancelled booking at your clinic
• Promotional arrangements: Special campaigns where different payment terms apply

4.5 Payout Schedule (When Applicable)

• Payouts are processed monthly when applicable
• Funds are released to the Partner's nominated bank account by the 15th of the following month
• The Partner must provide valid bank account details for the nominated payout account
• Payouts may be issued in GBP, EUR, or USD based on the Partner's preference and location
• The Partner bears any bank charges for receiving international transfers

4.6 Self-Billing Agreement

• Issue invoices on the Partner's behalf for the services rendered to Users
• Issue invoices for the Commission fees charged by the Company
• Generate and provide monthly Remittance Statements detailing all bookings, payments received, deductions, and net payouts

The Partner agrees not to issue separate sales invoices to the Company for transactions processed through the Platform. All invoicing and financial documentation will be handled centrally by the Company to ensure accuracy and consistency.

4.7 Payout Holds and Adjustments

The Company reserves the right to hold or adjust payouts in the following circumstances:

• Pending resolution of patient complaints or disputes
• Suspected fraudulent activity
• Chargebacks or payment disputes (see Section 7.4)
• Outstanding amounts owed by the Partner to the Company
• Incomplete or inaccurate bank account information

5. Partner Obligations

5.1 Service Information

• Provide complete, accurate, and current information about services, facilities, and pricing
• Maintain accurate availability calendars and update promptly
• Ensure all images and photographs are genuine and represent actual facilities
• Immediately report any changes to credentials, licensing, or facility status
• Not include contact details (phone, email, social media) in service descriptions that circumvent the Platform

5.2 Quote and Booking Responsiveness

• Respond to quote requests within 24 hours on business days
• Provide accurate treatment plans and pricing
• Confirm or decline bookings promptly
• Regularly monitor the Platform for new enquiries and bookings

5.3 Patient Care Standards

• Deliver treatment as quoted and agreed in the booking confirmation
• Maintain the highest standards of patient care and safety
• Communicate proactively with patients before, during, and after treatment
• Provide comprehensive aftercare instructions and support
• Respond to patient concerns promptly and professionally
• Not charge additional fees beyond those stated in the confirmed booking

5.4 Price Parity

The Partner shall offer through the Platform prices and conditions that are equal to or better than those offered:

• On the Partner's own website
• Through other online booking platforms
• Via direct telephone or email enquiries
• Through any other sales channel

5.5 Monthly Reporting

The Partner undertakes to accurately report to the Company, at least once per month or upon request, details of services reserved through the Platform, services provided, amounts charged, and all other relevant information.

6. Non-Circumvention

• Encourage patients to book directly to avoid commission
• Offer discounts or incentives for direct bookings on future treatments
• Collect or use patient contact details obtained through the Platform for direct marketing outside of the agreed treatment
• Direct patients to other booking channels or the Partner's own website
• Attempt in bad faith to avoid or reduce commission payments

Violations of this provision constitute a material breach and may result in immediate termination, withholding of Platform services, and claims for unpaid commission on all patients who subsequently book directly.

7. Bookings and Reservations

7.1 Booking Confirmation

When a User makes a booking through the Platform, the Partner will receive confirmation including: date of service, patient details, type of service, agreed price, and relevant contact information. A booking creates a direct contractual relationship between the Partner and the User.

7.2 Acceptance of Bookings

The Partner is obliged to accept the User as a contracting party and honour the booking at the price and conditions published on the Platform at the time the reservation was made.

7.3 No Additional Charges

The Partner shall not charge the User any additional transaction fees, administrative costs, or payment processing fees beyond those specified in the confirmed booking.

7.4 Chargebacks and Payment Disputes

• The Partner must provide evidence of service delivery (treatment records, signed consent forms, before/after photos, etc.) within 48 hours of the Company's request
• The Company will use this evidence to dispute the Chargeback with the payment provider
• If a Chargeback is lost due to the Partner's failure to provide adequate evidence, the Partner authorises the Company to deduct the disputed amount from future Payouts
• If a Chargeback is lost due to clinical dissatisfaction or failure to deliver the agreed services, the Partner agrees to refund the disputed amount immediately or authorises deduction from future Payouts
• If insufficient funds are available in future Payouts, the Partner agrees to pay the outstanding amount within 14 days of invoice

The Company will notify the Partner promptly of any Chargeback and provide reasonable assistance in the dispute resolution process.

8. Overbooking and Cancellation

8.1 Overbooking

If the Partner is unable to provide the reserved services for any reason, they shall immediately notify the Company. In such cases, the Partner must:

• Find a suitable alternative service provider of equal or better standard
• Provide free transportation to any alternative provider
• Reimburse all reasonable costs incurred by the User and/or Company due to the overbooking

8.2 Cancellation by Partner

The Partner cannot unilaterally cancel any confirmed booking. If cancellation is unavoidable, the Patient is entitled to a full refund of any deposit paid.

8.3 Cancellation by User - Payment Status

• Before 20% payment: The £200 holding deposit is fully refundable to the patient. The clinic booking is cancelled with no payment due.
• After 20% payment: Both the £200 deposit and 20% balance become non-refundable, but the patient receives a 12-month credit valid for:
  • Rebooking with the same clinic on a different date
  • Booking with a different clinic on the Platform
  • Applying to a different treatment
• Credit expiry: Patient credit expires 12 months from the original booking date. Expired credit is non-refundable.
• Extenuating circumstances: In cases of medical emergency, bereavement, or other genuine hardship, the Company may offer case-by-case accommodations at its discretion.

8.4 Treatment Plan Changes

If a patient's treatment needs change after consultation (either before travel or upon clinical examination):

• The Partner must provide an updated treatment plan and revised quote through the Platform
• The patient may accept or reject the revised treatment plan
• If the revised treatment is more expensive: The additional balance is collected at the clinic
• If the revised treatment is less expensive: The difference is refunded or credited to the patient
• If the patient declines the revised plan and no treatment is provided: Standard cancellation policy applies based on payment stage

9. Force Majeure

In cases of Force Majeure, the Partner shall not charge any cancellation fees or retain deposits for:

• Any cancellation or change of booking made by the User
• That portion of the service not utilised due to Force Majeure

The Partner must notify the Company within 2 working days of any cancellation due to Force Majeure. No commission shall be charged on such cancelled bookings.

10. Data Protection and Privacy

10.1 Patient Data

The Partner will receive patient information to provide dental services. The Partner must:

• Process patient data only for the purpose of providing agreed treatment
• Comply with UK GDPR, EU GDPR, and applicable local data protection laws
• Maintain appropriate technical and organisational security measures
• Not share patient data with third parties without explicit consent
• Delete or return patient data upon request, subject to legal retention requirements
• Report any data breaches to the Company within 24 hours

10.2 Company Data Protection Commitment

The Company undertakes to protect the privacy of all Partners and Users. We collect only necessary data for business operations and service provision. All data is strictly stored and available only to employees who require it for their duties.

11. Reviews and Ratings

• Patients may leave reviews after treatment completion
• The Partner may respond professionally to reviews
• The Partner shall not incentivise, coerce, or fabricate reviews
• Reviews are moderated for compliance but not censored for negative content
• Persistent negative feedback may trigger a quality review process
• Manipulation or attempted manipulation of reviews constitutes a material breach

12. Complaints and Disputes

12.1 Patient Complaints

If a patient raises a complaint:

• The Partner must respond within 48 hours
• The Company may facilitate communication between parties
• The Partner should maintain a formal complaints procedure
• Serious complaints may trigger independent review

12.2 Dispute with the Company

In the event of a dispute between the Company and Partner (e.g., regarding commission), any undisputed amounts shall be paid in accordance with this Agreement regardless of the dispute status.

13. Insurance and Liability

13.1 Required Insurance

The Partner must maintain:

• Professional liability (malpractice) insurance - minimum €1,000,000 cover
• Public liability insurance
• Valid insurance in the jurisdiction of practice

13.2 Liability

The Partner is solely responsible for treatment outcomes, patient safety, and the quality of services provided. MyDentalFly is a marketplace platform and does not provide clinical services.

The Partner shall indemnify and hold harmless Medical Voyage Ltd from any claims, damages, losses, or expenses arising from the Partner's dental services, breach of this Agreement, or negligence.

14. Intellectual Property

Data and information provided by the Partner remains their exclusive property. However:

• The Company may edit, translate, and adapt content for use on the Platform
• Translated and edited content is for exclusive use on Company Platforms
• The Partner may not use Company trademarks, logos, or branding without permission
• All intellectual property rights of the Platform remain with the Company

15. Confidentiality

Both parties agree to maintain confidentiality of:

• Business data, financial information, and trade secrets
• Customer information and booking data
• Marketing plans and business strategies
• Technical and operational information

This confidentiality obligation survives termination of the Agreement.

16. Suspension and Termination

16.1 Grounds for Suspension

The Company may suspend the Partner and withhold Payouts if:

• There is breach of this Agreement
• Serious patient complaints are received
• Credentials expire or are revoked
• Outstanding Chargeback liabilities or amounts owed to the Company
• Fraudulent activity is suspected
• Quote response rates fall below acceptable levels
• Poor ratings or persistent negative reviews
• Safety, security, or health concerns arise
• Failure to provide Chargeback evidence within required timeframes

16.2 Termination

Either party may terminate this Agreement with 14 days' written notice. Upon termination:

• Final Payout will be processed after deducting any outstanding amounts owed by the Partner
• Any pending Chargebacks will be resolved before final Payout is released
• Existing patient bookings must be honoured
• The Partner's profile will be removed from the Platform
• The Partner must cease using MyDentalFly branding and materials

16.3 Material Breach - Immediate Termination

The following constitute material breach allowing immediate termination:

• Failure to pay amounts owed following Chargeback losses
• Attempts to circumvent the Platform or avoid commission (see Section 6)
• Provision of false or misleading information
• Non-acceptance of bookings at agreed prices
• Misuse of patient data
• Manipulation of reviews or Platform systems
• Repeated failure to provide Chargeback evidence
• Any violation of Section 6 (Non-Circumvention)

17. Payment Security

All patient payments are processed securely through our payment partner, Stripe. When entering payment card data, confidential information is transmitted via encrypted connection using SSL protocol. The Partner shall never have access to full payment card details.

Refunds

In cases of returning funds to a patient who paid by card, refunds will be processed exclusively via the original payment method. The bank will credit the cardholder's account at the Company's request.

18. Representations and Warranties

The Partner represents and warrants that:

• They have full legal capacity to enter into this Agreement
• All information provided is true, accurate, and complete
• They are compliant with all applicable laws and regulations
• They are not connected with any criminal activity, terrorism, or sanctioned parties
• They will immediately notify the Company of any change in circumstances affecting eligibility

19. Limitation of Liability

The Company disclaims and excludes liability for any failure, interruption, or unavailability of the Platform. In no event shall either party be liable for indirect, special, incidental, or consequential damages including loss of profit, loss of revenue, or loss of reputation.

20. Changes to Agreement

The Company may update these terms from time to time with 30 days' written notice via email. Continued use of the Platform after changes take effect constitutes acceptance of the updated terms.

21. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any disputes arising from or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

The English language version of this Agreement shall prevail in the event of any conflict with translated versions.

22. Severability

If any provision of this Agreement is found void or unenforceable, the remaining provisions shall remain in full force and effect. The parties shall replace any void provision with a valid provision having similar effect.

23. Entire Agreement

This Agreement, including all schedules and appendices, constitutes the entire agreement between the parties and supersedes all prior agreements, arrangements, or statements relating to the same subject matter.

24. Contact Information