Effective Date: 21st March 2011

1. Introduction

1.1 This website is owned and operated by Dental Stock X-Change Ltd, a company incorporated in England under number 7473942. Our registered office is 26 Maltby Road, Chessington, Surrey KT9 2BX. Our other contact details are specified on our website.

1.2 Please read these terms and conditions carefully. They cancel and replace any previous versions. By registering on or using this website you agree to be bound by these terms and conditions.

2. Definitions

2.1 "Service" includes both our website and our related software and services (including where we act as a broker). "Advertisement" means promotion of any kind on our website including listings, profiles, banners etc. "Advertiser" means a user who places an Advertisement on our Service. And "Content" covers all information (including Advertisements) published or sent by users on or in connection with our Service. A "Chargeback" is defined as any payment that is for any reason cancelled, refunded, reversed, charged back, withdrawn, disputed or otherwise called into question together with of any fees, penalties or other charges that are or may be payable by us in connection therewith.

3. Changes to the terms and conditions

3.1 We may change these terms and conditions by posting the revised version on our website for a reasonable period before they become effective. Please check our website from time to time. You will be bound by the revised agreement if (in the case of Advertisers) you place a new subscription or renew an existing subscription or (in the case of non-Advertisers) if you continue to use our Service, following the effective date shown.

4. Use of our Service – applicable to all users

4.1 You may not place an Advertisement or respond to an Advertisement unless you are registered to use our Service. To register for our Service you must as a minimum be 18 years of age or older and also a dental professional with a GDC number (unless we have expressly waived the GDC number requirement in writing). We may reject any application for registration in our absolute discretion. You are only registered to use our Service when we send you an email saying so.

4.2 We do not accept legal responsibility for the accuracy of, or otherwise in relation to, any Advertisement (whether or not we have checked it) or in connection with any consequent communications or transactions with third parties or with use by third parties of the information comprised within any Advertisement or related enquiry. If you intend to act on any Advertisement, you must make appropriate enquiries before proceeding including as to the suitability of the Advertiser, the terms of the proposed transaction and as to the Advertisement’s accuracy and the suitability of the advertised goods or services for your purposes. You rely on Advertisements at your own risk.

4.3 In order to facilitate transactions, we provide access to certain optional payment methods on our Service. We accept no responsibility in connection with use of these payment methods. These are matters between you and the payment provider concerned.

4.4 Any content which we ourselves make available on the Service is intended for very general guidance but we cannot guarantee that it is accurate or up to date. Before acting on such information, you must make your own appropriate enquiries including as to its accuracy and suitability for your purposes. You rely on such information at your own risk.

4.5 We reserve the right to reject, suspend, alter, remove or delete Content or to disclose to the relevant authorities any Content if it breaches our terms and conditions or it is necessary to protect us or others or where we have reasonable grounds for believing that a criminal act has been committed or if we are required to do so by law or appropriate authority. If so, you must not attempt to re-publish or re-send the relevant Content.

4.6 Your account is for your personal use only and is non-transferable. You must not authorise or permit any other person to use your account. You must take reasonable care to protect and keep confidential your password and other account or identity information. You must notify us immediately of any apparent breach of security such as loss, theft, misuse or unauthorised disclosure or use of a password. In such case you should also immediately amend your password via our Service. You are responsible for third parties who use your account or identity (unless and to the extent that we are at fault).

4.7 You must ensure that all contact and other information (which you provide us) is accurate and not misleading and that you will update it so that it remains so.

4.8 You must comply with any guidelines or requirements on our website (for example, any file-size or other technical requirements in relation to the publication or sending of Content on or via our Service). You must promptly comply with any reasonable request or instruction by us in connection with the Service.

5. For advertisers only

5.1 This section of our terms and conditions applies to all Advertisers (including those to whom we provide broker services).

5.2 Advertisement subscriptions can be acquired at the prices, by the methods and for the periods specified on our Service. Prices include any applicable VAT unless otherwise stated.

5.3 If we say so on our Service, payment for Advertisements is by means of redemption of credits, which are available for the prices shown on our Service. We may at any time change the price payable for credits. Credits do not have any inherent value and they are not your own private property. You can only use them to acquire Advertisements. Credits expire and will be deleted if they have not been redeemed within 12 months. We do not provide any cash or refunds for credits (except as required by law or expressly stated in these terms and conditions). Credits are for your personal use only. You must not sell or transfer them or make them available to anyone else or attempt to do so or encourage anyone else to do any of these things. We may restrict access to or delete credits if they were awarded in error or if a payment for credits is charged back or otherwise cancelled or reversed. We may at any time decide to end the entire credit program. Before we delete the unused credits we will give you reasonable notice and a reasonable period to redeem them.

5.4 You can cancel your Advertisement at any time by the means specified on our Service. If you cancel, there will be no refund in respect of the unused period. If you are using our broker services, then cancellation and storage fees will be payable as outlined below.

5.5 You are responsible for the content of your Advertisement. It is your responsibility to include such terms of sale as you consider appropriate. You must ensure that Advertisements are accurate and up to date, are not misleading, comply with all applicable laws, regulations and codes of conduct and do not infringe any third party intellectual property or other rights. Also, Advertisements must not be offensive, vulgar, racist, abusive, invasive of another’s privacy or similarly inappropriate. The following items are prohibited and must not be included in any Advertisement: drugs, medications, anaesthetics or any items which have passed their expiry date.

5.6 We reserve the right in our discretion without notice to make reasonable alterations to the text or layout of Advertisements or to locate or relocate Advertisements on our Service where we think fit (provided that you achieve prominence which is broadly equivalent to what we offer for your particular package).

5.7 You agree that in connection with the sale or supply of the goods or services which are the subject of the Advertisement, you will act in accordance with the highest industry standards, you will comply with the contract for sale or supply and with all applicable laws, regulations and codes of conduct and you will not infringe any third party rights.

5.8 You may only use the contact information supplied by users in response to Advertisements in order to respond to the user’s enquiry. You must not otherwise market to or contact such persons with their prior written consent. You must comply with applicable data protection laws.

6. Where we act as broker

6.1 This section of our terms and conditions applies only to Advertisers to whom we provide broker services.

6.2 The extent of our broker services is to arrange for collection of items or visit you in order to inspect and photograph the items (at our discretion), prepare Advertisements, collect payment in the event of a sale, arrange delivery and receive payment from your buyer.

6.3 The sale price shall be as specified by you. We will assume that the price includes any applicable VAT unless you tell us otherwise. We may add any delivery charges which we consider appropriate. These charges shall be payable to us.

6.4 By approving any draft Advertisement which we provide, you promise to us that it complies with all the requirements of these terms and conditions.

6.5 You undertake to provide reasonable co-operation including in the provision of a full and accurate description of the goods which must include any known faults, in responding promptly and fully to any enquiries by prospective buyers and in making goods available for collection / delivery to us or a purchaser on our request.

6.6 You shall remain the legal owner of the goods and any sale contract shall be between you and the buyer. We shall not be party to any such contract. You agree that your contract with the buyer shall be subject to the standard terms of sale shown here and that these terms are suitable for your purpose. We do not make any promise regarding the suitability or appropriateness or validity of these terms. Please take legal advice if necessary.

6.7 If any item remains unsold following the expiry of the Advertisement subscription period or if you cancel your Advertisement, then you must collect the item from us at your expense within 7 days thereafter. If you do not collect the item, then we may charge weekly storage fees. If the item remains uncollected for more than 30 days, we are entitled to give it to charity or otherwise dispose of it as we see fit.

6.8 We are entitled to charge you the following fees (per the prices specified on our Service):

6.8.1 fees for collection / inspection services;

6.8.2 in the event of a sale, a percentage of the sale price (calculate to include any applicable VAT and delivery charges);

6.8.3 transaction charges imposed by payment providers;

6.8.4 a cancellation fee if you cancel your Advertisement before the end of the applicable subscription period; and

6.8.5 storage fees.

6.9 We can charge for any service once it has been performed. Invoices are payable within 14 days.

6.10 In the event of any late payment, we are entitled to charge interest (both before and after judgment) on the amount unpaid at the rate at the rate for the time being applicable under the Late Payment of Commercial Debts (Interest) Act 1998 and/or to suspend or remove any or all of your Advertisements and/or to charge reasonable administration costs.

6.11 We are entitled to deduct from the sale proceeds any fees due to us. We undertake to forward to you the balance of the sale proceeds (excluding delivery charges) within [insert]14 days of receipt from the buyer. We are entitled to defer payment to you if we consider in our discretion that a Chargeback relating to the transaction is likely to occur. You agree to pay to us immediately on demand the amount of any Chargeback relating to a payment which we have transmitted to you.

6.12 We do not handle any post-delivery complaints by the buyer. These are your responsibility.

7. Cancellation by us

7.1 In the event that we decide to cease operating the Service, we may immediately cancel this agreement by giving notice by email. If so, we will refund pro rata fees attributable to the remainder of the subscription period.

7.2 We may at any time cancel this agreement without refund (giving notice by email to the extent reasonably practicable) if you have breached our terms and conditions or we consider it necessary to protect us or others or if we are required to do so by law or appropriate authority.

7.3 Following cancellation of this agreement, your registration for and right to use our Service are terminated. All clauses in this agreement which are stated or intended to continue after cancellation will continue to apply. You must not attempt to re-register for or continue to use our Service following notice of cancellation.

7.4 We cannot be held legally responsible for loss or damage resulting from editing, rejection, suspension or removal of an Advertisement or from cancellation of this agreement provided we act in accordance with this agreement.

8. Functioning of our Service

8.1 We cannot guarantee that the Service will be uninterrupted or error-free. We will use reasonable endeavours to rectify faults if they occur.

8.2 We are entitled to suspend the Service for repair, maintenance, improvement or other technical reason. If so, we will use reasonable endeavours to ensure that the suspension takes place at a time when our Service is least likely to be used and that the suspension is for the shortest period possible.

8.3 We are entitled to make changes to the Service provided that these do not have a significant adverse effect on the quality of the Service.

9. Third party websites

9.1 We may link to third party websites which may be of interest to you. We do not recommend or endorse those sites or the products or services which they offer nor are we legally responsible for them as they are outside our reasonable control. You use such third party sites at your own risk.

10. Intellectual property rights

10.1 All trade marks, logos, graphics, images, photographs, animation, videos, text and software used on the Service are our intellectual property or that of users or other third parties. You may display, reproduce or otherwise use such content insofar as necessary to view it within our site. You may not otherwise retrieve, display, modify, copy, print, sell, download, hire or reverse engineer (unless permitted by applicable law) or use such content without our specific prior written consent.

10.2 If you publish any Content on our Service, you grant us a worldwide, perpetual, non-exclusive, transferable (with right to sub-licence), royalty-free licence to use, copy, alter, display, sublicence and create derivative works from that Content in any media formats, including for the purpose of redistribution or promotion of our Service. You waive your moral rights in relation to such content to the extent legally permitted.

11. Liability

11.1 Nothing in this agreement in any way limits or excludes our liability for negligence causing death or personal injury or for fraudulent misrepresentation or for anything which may not legally be excluded or limited.

11.2 You must give us a reasonable opportunity to remedy any matter for which we are potentially liable before you incur any costs remedying the matter yourself.

11.3 To the extent allowed by law, you and we exclude all terms, whether imposed by statute or by law or otherwise, that are not expressly stated in this agreement.

11.4 Our liability of any kind (including our own negligence) with respect to our Service for any one event or series of related events is limited to the total fees payable by you to us in the 12 months before the event(s) complained of or to the total price (net of VAT and delivery of charges) for the goods and services specified in the Advertisement(s) to which the claim relates, whichever is lower.

11.5 In no event (including our own negligence) will we be liable for any:

a) economic losses (including, without limit, loss of revenues, profits, contracts, business or anticipated savings);

b) loss of goodwill or reputation;

c) special, indirect or consequential losses; or

d) damage to or loss of data (even if we have been advised of the possibility of such losses).

11.6 You will indemnify us against all claims and liabilities directly or indirectly related to your Advertisement or the advertised goods or services (if you are an Advertiser) and/or breach of this agreement.

12. "Act of God"

12.1 Neither you nor we are liable for failure to perform or delay in performing any obligation (excluding payment) under this agreement if the failure or delay is caused by any circumstances beyond your or our reasonable control.

13. Transfer

13.1 We may transfer all or part of our rights or duties under this agreement. As this agreement is personal to you, you may not transfer any of your rights or duties under it without our prior written consent.

14. English law

14.1 These terms and conditions shall be governed by English law and any disputes will be decided only by the courts of the United Kingdom.

15. General

15.1 We may send all notices under this agreement by email to the most recent email address you have supplied to us (unless otherwise stated in this agreement). Headings used in this agreement are for information and not binding. This agreement constitutes the entire agreement between you and us. Any failure by either party to exercise or enforce any right or provision of this agreement does not mean this is a "waiver" (ie that it can’t be enforced later). If any part of this agreement is ineffective or unenforceable for any reason, then it will be replaced with a provision which as far as possible achieves the same thing and the rest of the agreement shall continue to apply. A person who is not a party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement except insofar as expressly stated otherwise.

16. Complaints

16.1 If you have any complaints, please contact us via the contact details shown on our website or write to our address shown at the start of these terms and conditions.

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