Terms & Conditions

1. About us and our Service

1.1. We are BBLHD Ltd, an English company with company number 13279603, and our registered office and main trading address is at Room 210, Brickfields 37 Cremer Street, London, England, E2 8HD. You can contact us at hello@32co.com. When these Terms use the words “we” or “us” or “our”, they mean BBLHD Ltd.

1.2. BBLHD Ltd trades as 01Health, which provides the underlying operating system and technology platform through which we deliver our 32Co (custom clear aligners) and Aerox Health (custom sleep apnoea and snoring devices) services. Together, the 01Health platform and the 32Co and Aerox Health services are our “Service". Our Service allows you to receive Training and Consultations (each defined below), and to order certain products for your patients (our "Products").

1.3. Our Service is for use by qualified clinicians only, acting in their professional capacity. Nobody else may use our Service. In particular, our Service is not for use by consumers.

2. About these Terms

2.1. These terms (these “Terms”) set out the terms and conditions on which you may access and use our Service. These Terms are the only terms which govern the relationship between you and us, and apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. These Terms constitute the entire agreement between you and us in relation to their subject matter. You acknowledge and accept that you have not relied on any statement, promise, representation or assurance that is not set out in these Terms.

2.2. When these Terms refer to “you” and its cognates and derivatives, they mean the natural or legal person that is our customer. That may be: (i) the individual practitioner, if that person is operating in business as an individual; or (ii) the company, partnership, practice or other entity which employs or engages the individual practitioner or on whose behalf the individual practitioner acts. If “you” refers to an entity, the individual indicating acceptance of these Terms represents that he or she is authorised to do so on behalf of such entity.

2.3. Where you are not an individual practitioner acting on your own behalf, in addition to complying with these Terms yourself, you are responsible for that the acts and omissions of individual practitioners and other individuals who access our Service under your Access Credentials (defined below).

2.4. Certain capitalised words and phrases have specific defined meanings when used in these Terms. Their definitions are set out or referenced in clause 21 (Definitions and Interpretation).

2.5. These Terms are in the English language only. In the event that these Terms are translated into other languages, only the English version has legal effect.

2.6. We may from time to time publish policies on specific topics which require you to do or refrain from doing certain things as a condition of your use of our Service or some particular feature of it (our “Policies”). You must ensure that you comply with those Policies as well as these Terms. If something in one of our Policies contradicts these Terms, then these Terms will govern.

2.7. We may from time to time make changes to these Terms and/or to our Policies, for example to comply with changes in laws or to align with best practices or changes in our business, by posting an updated version on our website and/or notifying you via e-mail. If you are unable or unwilling to accept those changes, you must close your account with us and cease your use of our Service. We will notify you through our Platform and/or by email of any significant changes.

3. Registration with our Service

3.1. In order to use our Service, you must register for an account. If you are not a natural person operating in business as an individual, then each practitioner in your business who will use our Service must register for their own account.

3.2. There is currently no Charge for registration.

3.3. As part of the registration process, you will be required to provide certain information to us, including information concerning professional status, registration and experience. You must ensure that, and you represent and warrant to us that, all of the information you provide to us during registration is correct, complete and not misleading.

4. Access to our Platform

4.1. Following registration, you may access and use our Platform using the access credentials you created during registration (your “Access Credentials”).

4.2. Your access to and use of our Platform and our Service is subject to and conditional upon the following:

4.2.1. you must keep your Access Credentials confidential and secure, you must not share them with any third party, you must not allow individuals with named accounts to share the credentials for those accounts with other people, and you must tell us straight away if any of those credentials are, or may have been, compromised;

4.2.2. you may use our Platform only for the purpose of accessing and using our Service in accordance with these Terms and applicable laws;

4.2.3. you must not use our Platform in an unauthorised way or in connection with any unlawful activities, nor to assist in developing or marketing any product or service that competes with our Service;

4.2.4. you must not attempt to circumvent any security measures on our Platform, nor gain or attempt to gain any greater level of access to our Platform or to the systems and services that underlie it than we have granted to you;

4.2.5. you must comply with our Policies and reasonable directions in respect of your use of our Platform; and

4.2.6. you must not repeatedly submit cases without placing orders.

4.3. Your access to and use of our Platform is at our discretion. We reserve the right to suspend or terminate your access to our Platform at any time.

4.4. We do not guarantee that our Platform will be continuously available or will be error-free. In particular, there may from time to time be outages in our Platform due to scheduled or emergency maintenance.

5. Intellectual Property Rights

5.1. We and/or our licensors own all Intellectual Property Rights (defined below) in the Service, the Platform, the Training Materials (defined below) and the Promotional Materials (defined below), including all related concepts, technical know-how and all modifications, customisations, revisions, enhancements, improvements and derivative works thereof (“BBLHD IPR”) and will retain all title to and ownership in them. Except as expressly stated herein, these Terms do not grant you any rights to, under or in, BBLHD IPR. “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

5.2. To the extent it is determined that you have any right in connection with the BBLHD IPR, you hereby irrevocably:

5.2.1 assign to us any right, title and interest, whether now existing or later arising, that you may have in or to the BBLHD IPR; and

5.2.2. agree to take any lawful action which we reasonably request to vest or protect our right, title and interest in the BBLHD IPR.

6. Training

6.1. We may from time to time make available as part of our Service online training courses and training materials on matters relating to our Service (together, “Training”). We may make our Training available free of Charge but reserve the right to Charge for it in future. Access to certain Training may be restricted to particular practice areas or jurisdictions, or to practitioners who are members of particular bodies or associations.

6.2. We may also require you to complete certain Training as a pre-requisite to your use of our Service or some aspect of it; for example, you may have to complete Training on a particular Product before you can place Orders for that Product.

6.3. We hereby grant you a non-exclusive, non-transferable, non-sublicensable, revocable, limited, personal licence to use all materials made available to you in the course of Training (“Training Materials”) solely and exclusively for the purposes of your receipt of the relevant Training. In particular, you may not make any Training Materials available to the public or distribute copies of them to any other person. Certain Training Materials may be made available to you for download, in which case you may retain an offline copy of them for your personal reference only.

6.4. While we exercise reasonable skill and care in the preparation and presentation of our Training, we cannot guarantee that all Training and all Training Materials will always be completely accurate or completely up to date, and you acknowledge and agree that our Training is inherently general in nature, and therefore is not and cannot be advice on the treatment of any particular patient or a substitute for our Consultations and/or your own clinical judgment.

7. Promotional Materials

7.1. We may from time to time make available to you certain promotional materials to assist you in promoting the availability of our Products through your practice (“Promotional Materials”). We hereby grant you a non-exclusive, non-transferable, non-sublicensable, revocable, limited, personal licence to use the Promotional Materials solely and exclusively to promote the availability of our Products through your practice.

7.2. You may use unaltered Promotional Materials for that purpose, so long as you comply with applicable laws in doing so, and do not bring us into disrepute or suggest a greater or different relationship than in fact exists between us.

7.3. We may provide updated versions of Promotional Materials from time to time, and you must ensure that you are using the latest versions. We may also withdraw any Promotional Materials at any time, in which case we will inform you and you must stop using them.

7.4. You must:

7.4.1. observe all directions and instructions given to you by us in relation to the Promotional Materials;

7.4.2. not produce your own promotional or marketing material for the Service or the Products or use our business name, trading name, branding, logo or trade marks without our prior written consent; and

7.4.3. not make or give any representations, warranties or other promises which are not contained in the Promotional Materials without our prior written consent.

8. Our Consultations

8.1. As part of our Service, we may make available to you, and in certain cases may require you to use as a condition of ordering certain Products, consultations and advice on treatment suitability and treatment plans provided by one of our consulting specialists (our “Consultations”).

8.2. We will provide our Consultations using appropriately qualified and experienced personnel and using reasonable skill and care.

8.3. We will treat any information concerning your patient that you provide to us in connection with our provision of Consultations in accordance with our confidentiality and data protection obligations under these Terms.

8.4. You acknowledge and agree that our Consultations depend on you providing all relevant information, and ensuring that information is correct, complete and not misleading. We will have no liability to you for any loss, damage, cost or expense arising out of or in connection with incomplete, incorrect or misleading information provided by you or on your behalf.

9. Ordering Products

9.1. Our Service allows you to place orders with us for certain Products for use in your treatment of your patients (“Orders”).

9.2. In some cases, off-the-shelf Products can simply be Ordered (in some cases, subject to your completion of the relevant Training). In other cases we will require you to use our Consultations to agree a treatment plan specifying the Products to be Ordered and how they are to be used. We may decline to provide those Products if a Consultation determines them to be unsuitable for your patient (in which case an unsuitable case Charge may apply).

9.3. Many Products will need to be manufactured to order. Where that is the case, you must make sure before you place the Order that all of the information you specify, including the choice of material and any treatment plan, is correct and complete. Our Platform will give you an opportunity to review that information before you place your Order. Once you have placed an Order, it may not be possible to change that information and you will still need to pay the applicable Charges (defined below) for that Order. We do not accept returns except in respect of repair or replacement claims under our Product warranty in clause 9.8 below.

9.4. We, or our courier or delivery partner, will notify you of when delivery is scheduled to take place (“Delivery Date”). Subject to clause 9.7.1, delivery is completed when the courier or delivery partner leaves the Products at the delivery location (“Delivery”).

9.5. We may deliver Orders by instalments, which may be invoiced and paid for separately. References in these Terms to Orders shall, where applicable, be read as references to instalments.

9.6. Delays in the delivery of an Order shall not entitle you to refuse to take delivery of the Order, claim damages or terminate any contract. We shall have no liability for any failure or delay in delivering an Order to the extent that any such failure or delay is caused by your failure to comply with your obligations under these terms or any other agreement between us.

9.7. If you fail to take delivery of an Order on the Delivery Date (or on any rescheduled date), then, except where that failure or delay is caused by our failure to comply with our obligations under these Terms:

9.7.1. delivery of the Order shall be deemed to have been completed at 9.00 am on the Delivery Date; and

9.7.2. we shall store the Order until you take possession of the Order, and charge you for all storage and related costs and expenses (including insurance).

9.8. We warrant that our unaltered and undamaged Products:

9.8.1 will be of satisfactory quality;

9.8.2. will conform to their description (other than trivial or purely cosmetic defects); and

9.8.3 if procured in furtherance of an agreed treatment plan, will be fit for their designated purpose within that treatment plan

9.9. Your sole and exclusive remedy for our breach of the warranties in clause 9.8 above shall be to require us to repair or replace the relevant Products (and to adjust any associated treatment plan accordingly). You may require us to, at our option, repair or replace the relevant Products provided that (a) you give us notice within 6 months of the Delivery Date, and (b) none of the events listed in clause 9.10 apply. If you fail to give notice in accordance with this clause, you shall be deemed to have accepted the Products.

9.10. We shall not be liable for the Products' failure to comply with the warranty set out in clause 9.8 in any of the following events:

9.10.1 you make any further use of those Products after giving notice in accordance with clause 9.9;

9.10.2. the defect arises because you failed to follow our oral or written instructions for the storage, commissioning, use or maintenance of the Products or (if there are none) good trade practice regarding the same;

9.10.3. the defect arises as a result of us following any scan, impression or specification supplied by you;

9.10.4 you alter or repair those Products without our written consent;

9.10.5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

9.10.6. the Products differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

9.11. Certain of our Products are intended to be modified or refined by you in the course of your treatment of your patient. You are responsible for ensuring that you make those modifications competently and correctly, using your own professional skill and according to your own clinical judgment. We will not be liable for the results of any modifications made to any of our Products.

9.12. Except as expressly provided in these Terms, all warranties, representations, and guarantees with respect to our Platform, Products or Service or otherwise, whether express or implied, arising by law, custom, or otherwise (including any warranty of title, merchantability, fitness for particular purpose and non-infringement) are hereby disclaimed to the maximum extent permitted by law.

10. Title and Risk in Products

10.1. Risk in Products shall pass to you on Delivery.

10.2. Title to Products shall not pass to you until the earlier of:

10.2.1. receipt by us of payment in full for the Products; and

10.2.2. if you resell those Products, the time specified in clause 10.3.

10.3. Subject to clause 10.4, you may resell or use Products in the ordinary course of your business (but not otherwise) before we receive payment for the Products. However, if you resell the Products before that time:

10.3.1. you do so as principal and not as our agent; and

10.3.2. title to those Products shall pass from us to you immediately before the time at which resale by you occurs.

10.4. At any time before title to the Products passes to you, we may:

10.4.1. by notice in writing, terminate your right under clause 10.3 to resell the Products or use them in the ordinary course of your business; and

10.4.2. require you to deliver up all the Products in your possession that have not been resold, or irrevocably incorporated into another product and if you fail to do so promptly, we may enter any premises where the relevant Products are stored in order to recover them.

10.5. Until title to Products has passed to you, you shall:

10.5.1. store those Products separately from all other goods held by you so that they remain readily identifiable as our property;

10.5.2. not remove, deface or obscure any identifying mark or packaging on or relating to those Products;

10.5.3. maintain those Products in satisfactory condition and keep them insured on our behalf for their full price against all risks with a reputable insurer. On request you shall allow us to inspect the insurance policy; and

10.5.4. give us such information as we may reasonably require from time to time relating to the Products or your ongoing financial position.

11. Our Charges

11.1 The charges for our Service (together, the “Charges”) comprise:

11.1. the Charges for Products which you Order through our Service, which are specified prior to your placing the relevant Order;

11.1.2. our Charges for our Consultations, which at present consist of a Charge for unsuitable cases and a cancellation Charge for Consultations which are abandoned prior to agreement of a treatment plan, or where the treatment plan expires before the corresponding Products are ordered (the expiry period is 90 days unless otherwise specified); and

11.1.3. any other Charges that we may draw to your attention prior to your incurring them.

11.2. All Charges are stated exclusive of Tax.

11.3. You agree to pay all applicable Charges and any associated Tax, without deduction or set-off. We may, in our sole discretion, require payment in advance. Otherwise, you agree that you will pay within 30 days of the date of our invoice.

11.4. Your obligation to pay the Charges is not contingent on your receipt of payment from your patient or any third party. We may (but are not obliged to) agree to accept payment by a third party (such as a practice group) on your behalf, but we will not accept direct payment from your patients or their insurers.

11.5. We reserve the right to limit the amount of credit that we will extend to you. Additionally, if you do not pay any amount when due, we reserve the right to do all or any of the following:

11.5.1 charge late payment interest on amounts due and payable but unpaid at the rate of, for customers contracting under pounds sterling or euro, 8% per annum above the base rate of the Bank of England (or 8% at any time when the base rate is zero) and, for US Customers, the lesser of one and one-half percent (1.5%) per month and the maximum rate permitted by applicable law, accruing daily (both before and after judgment) from the date on which the relevant amount became overdue until the date on which the relevant amount is paid in full;

11.5.2 suspend your access to our Service;

11.5.3 decline to accept further Orders or cancel any unfulfilled Orders; and

11.5.4. terminate your account.

11.6. Any unused, inclusive or pre-paid, services or products will expire 1 year after the completion date of the patient's last treatment course.

12. Your clinical responsibility for your patient

12.1. Our Service is provided in order to assist you as the treating clinician in advising and treating your patient. However, you remain at all times clinically responsible to and for your patient, and you remain the treating clinician. To the maximum extent permissible under applicable law, we do not assume and hereby disclaim any duty of care to your patient, or to any third party, arising out of or in connection with our Service. Therefore, you will indemnify us and keep us indemnified from and against any and all losses, damages, costs and expenses (including legal fees and expert fees) arising out of or in connection with any claim brought by your patient or any other third party against us and/or our officers, staff, shareholders, or consulting specialist clinicians, in connection with your use of our Service.

12.2. If you are a US Customer, you acknowledge and agree that: (a) you are the treating clinician, you retain ultimate and independent professional judgment over the diagnosis, treatment and care of your patients, and the clinical and contractual relationship with the patient is between you and the patient and not with us; (b) any treatment plans, recommendations, assessments or other clinical input that we or our specialists provide are intended as decision-support for you and are subject to your review, modification and approval, and you are responsible for the final treatment decision and its implementation; (c) the Charges are consideration for the Products, the Platform, technology and related services, and are not payment for patient referrals or a split or share of any professional fee you charge your patient, and are not contingent on the volume or value of any referrals; and (d) if any provision or fee arrangement under these Terms would, in any US jurisdiction, contravene applicable laws governing the corporate practice of dentistry, fee-splitting or healthcare referrals, the parties will negotiate in good faith to modify it to the minimum extent necessary to comply while preserving the intended commercial result.

13. Your other key responsibilities

13.1. In addition to your other obligations under these Terms, you are at all times responsible for ensuring, and you represent and warrant to us that:

13.1.1. you and your relevant staff will at all times: 

13.1.1.1. comply with all applicable laws; and

13.1.1.2. have all of the required qualifications, authorisations and registrations in respect of, and meet all other requirements for, the carrying on of your practice and the treatment of patients in the fields for which you use our Service;

13.1.2. you and your relevant staff are in good standing with your relevant professional bodies and regulators, are not under investigation by any professional body or regulator, and are not party to or the subject of any claim or anticipated claim for actual or alleged professional or medical negligence or malpractice;

13.1.3. you and your relevant staff have all of the necessary skills, knowledge, experience and training required for the proper performance of any procedures which you or your staff carry out in conjunction with our Services;

13.1.4. you and your relevant staff will at all times comply with the manufacturer's instructions and generally accepted clinical standards in respect of our Products and in advising your patients on their use;

13.1.5. you or your relevant staff will fully apprise patients (and in the case of minors their parent or guardian) of any risks associated with treatments for which you use our Service, and will obtain and record appropriate consent to treatment;

13.1.6. you or your relevant staff will keep all required records in respect of and appropriately monitor progress of any patient treatment for which you have used or are using our Service, and will immediately cease such treatment in the event of any actual or suspected adverse or unexpected results;

13.1.7. you and your relevant staff will at all times hold appropriate indemnity insurance cover meeting the requirements of applicable regulators;

13.1.8. you are not and your staff are not procuring Products or access to our Service on behalf of any third party, or for the benefit of any other person other than your patient; and

13.1.9. you will not and your staff will not export any Product.

13.2. Your representations and warranties in clause 13.1 will be deemed to have been repeated on each day on which you use our Service.

13.3. If you are a US Customer, your representations and warranties in clause 13.1 are deemed to refer to licensure and good standing with the relevant US state dental board(s) and all other applicable US federal, state and local licensing and registration requirements for the practice of dentistry and the treatment of patients.

13.4. If you are a US Customer you acknowledge that: (a) the Products (including clear aligners and mandibular advancement devices) are, in the United States, medical devices regulated by the US Food and Drug Administration (FDA); (b) the Products are manufactured by our third-party manufacturing partners, who are responsible for compliance with applicable FDA requirements relating to the manufacture of the Products; we do not ourselves undertake those FDA regulatory obligations; and (c) you remain responsible for the lawful practice of dentistry, appropriate patient selection, informed consent, and the prescription and clinical use of the Products.

13.5. If you are a US Customer, you acknowledge that:  (a) the Products are manufactured by our third-party manufacturing partners and are imported into, and supplied within, the United States in accordance with applicable law; (b) we are not required to identify our manufacturing or supply partners to you; and (c) as between you and us, regulatory obligations relating to the manufacture and importation of the Products (including any applicable FDA establishment registration, device listing and medical device (adverse event) reporting) rest with our third-party manufacturer, which is the importer of record for the Products, and not with you as the treating clinician.

13.6. If you are a US Customer, you acknowledge that: (a) we may send you service communications relating to your account and the Service (which you cannot opt out of while your account is active) and, separately, marketing communications (which you may opt out of at any time): (b) we will comply with applicable US law, including the CAN-SPAM Act, in relation to commercial email; and (c) where you provide us with, or ask us to contact, any individual (including a patient) by email, SMS or automated message, you are responsible for obtaining all consents required under applicable law (including the Telephone Consumer Protection Act) for those communications, and you represent to us that all such consents have been obtained and have not been revoked. You will notify us, immediately in writing, in the event that any such consent has been revoked or is otherwise no longer effective.  With respect to the receipt of SMS messages, message and data rates apply.

13.7. If you do not wish to receive e-mails, text messages or other communications from us you can follow the instructions in this paragraph. To opt out of receiving SMS messages from us, you must reply “STOP” from the mobile device receiving the messages. After you send the SMS message "STOP" to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time and we will start sending SMS messages to you again. If you are experiencing issues with the SMS messaging program you can send the SMS message “HELP” from the mobile device receiving the messages for more assistance, or you can get help directly at support@32co.com. To opt out of receiving e-mail messages, follow the instructions in the footer of the e-mail received from or though us.  You acknowledge that opting out of receiving all communications may impact your use of our Service.

14. Data Protection

14.1. For the purposes of this clause 14 and Schedule 1, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

14.2. Both you and we will comply with all applicable requirements of Applicable Data Protection Laws. This clause 14 and Schedule 1 are in addition to, and do not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.

14.3. The parties have determined that, for the purposes of Applicable Data Protection Laws:

14.3.1. we shall act as controller in respect of the personal data and processing activities set out in Part 1 of Schedule 1;

14.3.2. we shall process the personal data set out in Part 2 of Schedule 1 as a processor on behalf of you in respect of the processing activities set out in Part 2 of Schedule 1;

14.3.3. in relation to any of our personal data that you collect and process as part of the use of the Service and your contract with us, you shall act as a controller and shall process personal data in accordance with the Applicable Data Protection Laws and your own privacy policies; and

14.3.4. certain responsibilities shall be as set out in Part 4 of Schedule 1.

14.4. Should the determination in clause 14.3 change, then each party shall work together in good faith to make any changes which are necessary to this clause 14 or Schedule 1.

14.5. Without prejudice to the generality of clause 14.2, you will ensure that you have all necessary appropriate consents, permissions, legal bases and notices in place to enable lawful transfer of the Customer Personal Data to us or lawful collection of the same by us for the duration and purposes of these Terms.

14.6. In relation to the Customer Personal Data, Part 2 of Schedule 1 sets out the scope, nature and purpose of processing by us, the duration of the processing and the types of personal data and categories of data subject.

14.7. Without prejudice to the generality of clause 14.2, we shall, in relation to Customer Personal Data:

14.7.1. process that Customer Personal Data only on your documented instructions (and these Terms and Conditions are such documented instructions), which shall be to process the Customer Personal Data for the purposes set out in Part 2 of Schedule 1, unless we are required by Applicable Data Protection Laws to otherwise process that Customer Personal Data. Where we are relying on Applicable Data Protection Laws as the basis for processing Customer Personal Data, we shall notify you of this before performing the processing required by the Applicable Data Protection Laws unless those Applicable Data Protection Laws prohibit us from so notifying you on important grounds of public interest. We shall inform you if, in our opinion, your instructions infringe Applicable Data Protection Laws;

14.7.2. implement the technical and organisational measures set out in Part 3 of Schedule 1 to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, which you have reviewed and confirm are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;

14.7.3. ensure that any personnel engaged and authorised by us to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;

14.7.4. assist you insofar as this is possible (taking into account the nature of the processing and the information available to us), and at your cost and written request, in responding to any request from a data subject and in ensuring your compliance with your obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

14.7.5. notify you without undue delay on becoming aware of a personal data breach involving the Customer Personal Data;

14.7.6. at your written direction, delete or return Customer Personal Data and copies thereof to you on termination of these Terms unless we are required by Applicable Law to continue to process that Customer Personal Data. For the purposes of this clause 14.7.6, Customer Personal Data shall be considered deleted where it is put beyond further use by us; and

14.7.7. maintain records to demonstrate our compliance with this clause 14 and the Applicable Data Protection Laws in our role as a data processor.

14.8. You hereby provide your prior, general authorisation for us to:

14.8.1. appoint processors to process the Customer Personal Data, provided that we: (a) shall ensure that the terms on which we appoint such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on us in this clause 14 and Schedule 1; (b) shall remain responsible for the acts and omissions of any such processor as if they were our acts and omissions; and (c) shall inform you of any intended changes concerning the addition or replacement of the processors, thereby giving you the opportunity to object to such changes provided that if you object to the changes and cannot demonstrate, to our reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, you shall indemnify us for any losses, damages, costs (including legal fees) and expenses suffered by us in accommodating the objection; and

14.8.2 transfer Customer Personal Data outside of the UK as required for the Purpose, provided that we shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, you shall promptly comply with any reasonable request of ours, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the UK Information Commissioner from time to time (where the UK GDPR applies to the transfer).

14.9. Either party may, at any time on not less than 30 days' notice, revise this clause 14 and Schedule 1 with any applicable standard clauses approved by the EU Commission or the UK Information Commissioner's Office or forming part of an applicable certification scheme or code of conduct (“Amended Terms”). Such Amended Terms shall apply when replaced by attachment to these Terms, but only in respect of such matters which are within the scope of the Amended Terms.

14.10 Each of you and us agrees to:

14.10.1. inform each other promptly if a patient or other data subject makes a request to either you or us to exercise his or her rights in respect of their personal data which is held by the other;

14.10.2. cooperate with the other as necessary in the fulfilment of those requests; and

14.10.3. answer reasonable questions concerning the other's data protection practices.

14.11. If you are a US Customer and a covered entity under the US Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”), then to the extent we create, receive, maintain or transmit Protected Health Information on your behalf in providing the Service, we act as your business associate, and the HIPAA business associate terms set out in Schedule 2 apply. In the event of any conflict between Schedule 2 and the remainder of this clause 14 or Schedule 1, Schedule 2 prevails in respect of that Protected Health Information.

14.12. If you are a US Customer, then to the extent we process personal information that we collect or receive on your behalf in providing the Service, we act as your service provider or processor under applicable US state privacy laws (including the California Consumer Privacy Act of 2018,  California Privacy Rights Act and comparable state laws). In that capacity we will: (a) process that personal information only for the limited and specified business purposes of providing the Service and as permitted by these Terms; (b) not sell or share it, and not retain, use or disclose it for any purpose other than those business purposes or outside the direct business relationship, except as permitted by applicable law; (c) provide the level of privacy protection required of you and notify you if we determine that we can no longer meet our obligations; (d) reasonably assist you in responding to verifiable consumer rights requests; and (e) impose equivalent obligations on our sub-processors. You acknowledge that: (i) patient data may include health data treated as sensitive personal information or consumer health data under US state laws (such as the Washington My Health My Data Act); (b) you remain responsible, as the treating clinician and covered entity, for obtaining any consents required; and (c) and you represent to us that all such consents have been obtained and have not been revoked. You will notify us, immediately in writing, in the event that any such consent has been revoked or is otherwise no longer effective.

14.13. Subject to clause 17.1, our total aggregate liability in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms or any collateral contract insofar as it relates to the obligations set out in this clause 14 and Schedule 1, or Applicable Data Protection Laws shall be subject to the cap on our liability set out in clause 17.2.

15. Confidentiality

15.1. Each of you and us (the “Receiving Party”) will keep the other's Confidential Information confidential and, except with the prior written consent of that other party (the “Disclosing Party”), will:

15.1.1. not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by these Terms; and

15.1.2. apply the same security measures and degree of care to the Confidential Information as the Receiving Party applies to its own Confidential Information (and which will in any event be no less stringent than the measures and care which it is reasonable to expect of a business operating in the same sector in the same circumstances).

15.2. The Receiving Party may disclose the Disclosing Party's Confidential Information to those of its agents, officers, employees, professional advisers and service providers who need to know it in connection with our Service, provided that:

15.2.1. it informs each such person of the confidential nature of the Confidential Information before disclosure; and

15.2.2. it procures that each such person is bound by obligations of confidentiality in respect of that Confidential Information, and it will be liable for the failure of any such person to comply with this clause 15.

15.3. The Receiving Party may disclose Confidential Information:

15.3.1. with the prior written consent of the Disclosing Party; or

15.3.2. to the extent such Confidential Information is required to be disclosed by law, by the rules of a relevant securities exchange, a relevant regulator or any governmental authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much notice of that disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 15.3, it takes into account the reasonable requests of the Disclosing Party in relation to the content of that disclosure.

16. Feedback

16.1. We may from time to time ask you for feedback on your experience using our Service, the outcomes achieved for you and your patients, and your suggestions for improvements and you may separately and independently provide feedback and suggestions with respect to our Service (collectively, “Feedback”). You are not obliged to provide Feedback, but if you do then you grant us a royalty-free, worldwide, perpetual license to implement and/or put into practice the Feedback in our Products and our Service, or any other products or services which we may from time to time provide, and you agree that you will not assert any proprietary interest in any Feedback as it may be so implemented or put into practice.

16.2. We may use selected quotes and statements you make to use through feedback on our website, in articles, and in our other publicity and marketing materials. We will not associate you personally with those quotes or statements without your prior written consent.

17. Our liability to you

17.1. Nothing in these Terms will limit or exclude our liability for fraud or fraudulent misrepresentation, for gross negligence or willful misconduct, for death or personal injury caused by our negligence, or for any other matter in respect of which it is unlawful to limit or exclude liability.

17.2. Subject to clause 17.1, we will have no liability to you for any loss of business or revenue, loss of profit or opportunity, loss of data (it being your responsibility to ensure that you retain adequate copies of patient data), increased or wasted costs, or for any indirect or consequential loss or damage, and our maximum total liability to you arising out of or in connection with our Service, our Products or these Terms will be limited to an amount equal to the greater of: (i) the amounts paid by you to us in the 12 months preceding the event or last in the series of events giving rise to liability; and (ii) £5,000 (five thousand pounds sterling) (or, for US Customers, US$5,000 (five thousand US dollars)).

17.3. We give no other warranties other than those expressly set out in these Terms and all conditions, warranties and other terms implied by operation of law or by custom (including any conditions, warranties or implied terms as to satisfactory quality or fitness for purpose) are hereby excluded to the fullest extent permitted. In particular, because there are many variables in any treatment and that successful treatment can never be completely guaranteed, we do not warrant, and we give no other assurance, undertaking or other commitment, that our Service or our Products will achieve any particular clinical outcome.

18. Termination of the agreement between us

18.1. Either of you or us may terminate these Terms, by giving written notice to the other. Such termination shall not affect our obligation to fulfil Orders placed before termination, nor your obligation to pay Charges with respect to such Orders or otherwise incurred before the effective date of termination.

18.2. Promptly following termination:

18.2.1 you will cease all use of our Platform, Service, Training Materials and Promotional Material;

18.2.2. you will destroy any copies of any Training Materials or Promotional Material in your possession or control; and

18.2.3. you will no longer promote our Service to your patients, or hold it out as available to them through you.

18.3. Such termination will not affect any rights, obligations or liabilities incurred prior to such termination, provisions that by their nature, or to give effect to their meaning, must survive expiration or termination, and the following provisions of these Terms will survive such termination: clause 2 (About these Terms), clause 11 (Our Charges), clause 12 (Your clinical responsibility for your patient), clause 13 (Your other key responsibilities), clause 14 (Data Protection) and Schedule 1, clause 15 (Confidentiality), clause 16 (Feedback), clause 17 (Our liability to you), clause 20 (Other important terms) and clause 21 (Definitions and Interpretation).

19. Force Majeure

19.1. “Force Majeure Event” means any circumstance not within a party's reasonable control including, without limitation acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, acts of terrorism (including cyber), third party hacks and intrusions, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent, collapse of buildings, fire, explosion or accident, any labour or trade dispute, strikes, industrial action or lockouts, non-performance by suppliers or subcontractors, interruption or failure of utility service.

19.2. If a party is prevented, hindered or delayed in or from performing any of its obligations (other than a payment obligation) under these Terms by a Force Majeure Event (“Affected Party”), the Affected Party shall not be in breach of these Terms or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

20. Other important terms

20.1. You agree that for the duration of your agreement with us and for a period of 12 months following termination of these Terms, you will not, and will not attempt to, solicit or entice away (or cause or encourage any other person to solicit or entice away) any person from our employment or service. Unsolicited responses to generally advertised positions shall not constitute a breach of this clause 20.1.

20.2.We may subcontract the performance of our obligations under these Terms, provided that we remain responsible for the acts and omissions of our subcontractors as if they were our own.

20.3. Any notice given under these Terms must be given by email, if to us at support@32co.com, and if to you at the email address you used to register.

20.4. You and we are independent contractors. These Terms will not be interpreted as creating any association, partnership or agency arrangement between you and us.

20.5. We may assign or otherwise transfer all or any part of our rights and/or obligations under these Terms to any of our group companies or affiliates, or to any third party in the course of an acquisition, merger or like transaction. We may also assign any debt owed by you to financing and debt collection providers. You may not assign or otherwise transfer your rights or obligations under these Terms to any third party without our prior written consent, which we will not unreasonably withhold or delay (but which we may condition on satisfactory credit and other checks). These Terms will be binding on the parties' successors and assignees.

20.6. Except as expressly provided in clause 2.7, these Terms may be amended or modified only by a written agreement validly executed by both you and us. If any provision of these Terms is held to be invalid or unenforceable for any reason, that provision will, if possible, be adjusted rather than voided, in order to achieve a result which corresponds to the fullest possible extent to the intention of the parties. The nullity or adjustment of any provision of these Terms will not affect the validity and enforceability of any other provision of these Terms.

20.7. Our failure to enforce a provision of these Terms or any rights with respect thereto (or any delay in so doing) will not be a waiver of that provision or right, or in any way affect the validity of these Terms. Our waiver of any claim for a breach of these Terms will not operate to waive any claims in respect of any other breach.

20.8. These Terms and all non-contractual rights and obligations arising out of or in connection with them are governed by English law and subject to the exclusive jurisdiction of the English courts.

20.9. If you are a US Customer, then: (a) notwithstanding the provision above for the exclusive jurisdiction of the English courts, any dispute, claim or controversy arising out of or relating to these Terms or the Service that is not resolved informally shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, conducted remotely, and judgment on the award may be entered in any court of competent jurisdiction; (b) these Terms shall be governed by the laws of the State of New York, excluding its conflicts of law principles; (c) each party waives any right to bring or participate in a class, collective or representative action, and the arbitrator may not consolidate more than one person's claims; and (d) either party may bring an action in court solely to seek injunctive or equitable relief to protect its intellectual property or confidential information.

21. Definitions and Interpretation

21.1. In these Terms:

“Access Credentials” has the meaning given to it in clause 4.1;

“Applicable Data Protection Laws” means: all applicable data protection and privacy laws, statutes and regulations from time to time in force, including, where applicable, the UK GDPR, the EU GDPR, HIPAA, and applicable US state privacy and consumer health data laws;

“BBLHD Personal Data” means any personal data which we process in connection with these Terms, in the capacity of a controller;

“Charges” has the meaning given to it in clause 11.1;

“Confidential Information” means any information disclosed by the Disclosing Party to the Receiving Party that is marked confidential, that the Receiving Party knows or reasonably ought to know is confidential, or which is of its nature confidential (including the existence and contents of any agreements between us and you), but excluding any information that: (A) is or becomes generally available to the public other than as a result of its disclosure by the Receiving Party or its agents, officers and employees (or those of its Affiliates) in breach of these Terms or of any other undertaking of confidentiality addressed to the Disclosing Party (except that any compilation of otherwise public information in a form not publicly known will nevertheless be treated as Confidential Information); (B) was lawfully in the possession of the Receiving Party before the information was disclosed by the Disclosing Party; (C) the parties agree in writing is not confidential or may be disclosed; or (D) is developed by or for the Receiving Party independently of the information disclosed by the Disclosing Party;

“Consultations” has the meaning given to it in clause 8.1;

“Customer Personal Data” means any personal data which we process in connection with these Terms, in the capacity of a processor on behalf of you;

“Disclosing Party” has the meaning given to it in clause 15.1;

“EU GDPR” means the General Data Protection Regulation ((EU) 2016/679);

“Order” has the meaning given to it in clause 9.1;

“Platform” has the meaning given to it in clause 1.2;

“Policies” has the meaning given to it in clause 2.6;

“Product” has the meaning given to it in clause 1.2;

“Promotional Materials” has the meaning given to it in clause 7.1;

“Purpose” means the purposes for which the Customer Personal Data is processed, as set out in Part 2 of Schedule 1;

“Receiving Party” has the meaning given to it in clause 15.1;

“Service” has the meaning given to it in clause 1.2;

“Tax” means any and all taxes and duties imposed on the transactions contemplated by these Terms, including VAT and any US federal, state or local sales, use, excise, gross receipts or similar transactional taxes, but excluding taxes assessed on our income;

“US Customer” means a customer that is established in, operating from, or treating patients in the United States;

“Terms” has the meaning given to it in clause 2.1;

“Training” has the meaning given to it in clause 6.1;

“Training Materials” has the meaning given to it in clause 6.3; and

“UK GDPR” has the meaning given to it in the Data Protection Act 2018, as amended.

21.2. Clause headings will not affect the interpretation of these Terms. Wherever the words “in particular”, “include” or “including” are used in these Terms, they are to be construed without limitation. As used herein, the words “shall” and “will” are to be interpreted as imperative and mandatory, and not permissive or optional. A reference to an enacted law, a statute or a statutory instrument is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment, and includes any subordinate legislation for the time being in force made under it. A requirement in these Terms that a communication, statement, agreement or consent be “written” or “in writing” includes email, but does not include facsimile. Any obligation in these Terms on a person not to do something includes an obligation not to agree or allow that thing to be done. Any remedy given to a party in these Terms shall, unless expressly stated otherwise, be without prejudice to any other remedy that party may have, whether under these Terms or at law.

SCHEDULE 1 - DATA PROTECTION

Part 1: Where BBLHD acts as a controller

The above sets out some key terms but you can read more about our use of your personal data in our privacy policy.

Part 2: Particulars of processing (where BBLHD acts as a processor)

Scope

Provision of our platform, enabling dentists and dental practices to submit patient cases, collaborate with us on treatment planning, and approve and receive customised clear aligner and sleep device treatment plans and products.

Nature of processing

Collection, storage, access, transmission, analysis and use of personal data, including the use of automated and AI-assisted tools, to deliver and improve the services provided under these Terms, including facilitating the dentist's review, editing and approval of treatment plans prior to manufacture.

Purpose of processing

Receiving and reviewing patient case submissions from dentists and dental practices.

Producing proposed treatment plans, including through automated and AI-assisted analysis of patient data, for review, amendment and approval by the treating dentist.

Manufacturing and delivering customised clear aligners and sleep devices following dentist approval of the treatment plan.

Improving and developing our products and services, including training and refining AI and automated tools used in treatment planning and aligner manufacturing.

Communicating with the Customer in connection with cases, treatment plan review, orders and account management.

Complying with legal, regulatory and financial obligations.

Duration of the processing

For the duration of the agreement between the parties, and for such period thereafter as we are required to retain the data by applicable law or its data retention policy or upon receipt of a request from the Customer to return, delete or destroy the data.

Types of Personal Data

The following personal data is processed under these Terms:

Patient personal data (processed as processor on behalf of the Customer):

Name and contact details of patients.

Intraoral and extraoral photographs.

3D scans, radiographs and impressions.

Diagnostic questionnaires, medical history and treatment goals.

Proposed and approved treatment plans and clinical notes.

Order and delivery information.

Dentist and dental practice personal data (processed as controller by us):

Name and contact details of dentists and practice staff.

professional license / GDC or state dental board registration number and professional credentials.

Order, purchase and account history.

Payment and billing details.

Communications and customer enquiries.

Categories of Data Subject

Patients of the Customer (the dentist or dental practice).

Dentists, clinical staff and administrative personnel of the Customer.

Part 3: Technical and organisational measures

Organisational measures

ISO 27001 certification, maintained and subject to regular audit.

Documented information security policies and procedures reviewed annually.

All employees and contractors subject to confidentiality obligations and regular data protection training.

Defined access controls based on the principle of least privilege - staff access only the personal data necessary for their role.

Formal process for managing and responding to personal data breaches, including notification procedures.

Due diligence carried out on all sub-processors before appointment, with contractual data protection obligations in place.

Technical measures

Encryption of personal data in transit (TLS) and at rest.

Access to production systems controlled by role-based access controls and multi-factor authentication.

Regular penetration testing and vulnerability assessments.

Audit logging of access to personal data.

Secure development practices, including code review and testing prior to deployment.

Data backups taken regularly and tested for recoverability.

Cloud infrastructure hosted with reputable providers (e.g. AWS/GCP) within the EEA and the UK, including in respect of US Customers (whose data is therefore processed outside the United States).

Physical measures

No on-premise infrastructure - all data hosted on ISO 27001-certified cloud providers.

Office access controls restricting physical access to authorised personnel only.

Part 4: Allocation of responsibilities

SCHEDULE 2 - HIPAA BUSINESS ASSOCIATE TERMS (US CUSTOMERS)

This Schedule 2 applies where, under clause 14, you are a US Customer that is a covered entity under HIPAA and we create, receive, maintain or transmit Protected Health Information (PHI) on your behalf. In that case, you are the Covered Entity and we are your Business Associate, and the parties agree the following in order to comply with HIPAA. By accepting these Terms, a US Customer that is a Covered Entity enters into this Schedule 2 as its Business Associate Agreement with us, and no separate signature is required.

1.  Definitions. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, the HITECH Act, and their implementing regulations at 45 C.F.R. Parts 160, 162 and 164, each as amended. “Breach”, “Covered Entity”, “Business Associate”, “Protected Health Information” (PHI), “Electronic Protected Health Information” (ePHI), “Required By Law”, “Security Incident”, “Subcontractor”, “Use” and “Disclosure” have the meanings given to them in HIPAA.

2.  Permitted uses and disclosures. We may Use and Disclose PHI only: (a) to perform the Service and as otherwise permitted by these Terms and this Schedule; (b) as Required By Law; (c) for our proper management and administration or to carry out our legal responsibilities, provided that any Disclosure is Required By Law or is made subject to written confidentiality and breach-notification commitments from the recipient; (d) to provide data aggregation services relating to your health care operations; and (e) to de-identify PHI in accordance with 45 C.F.R. 164.514(a)-(b).

3.  Our obligations. We will: (a) not Use or Disclose PHI other than as permitted by this Schedule or as Required By Law; (b) use appropriate administrative, physical, and technical safeguards and comply with the HIPAA Security Rule (Subpart C of 45 C.F.R. Part 164) with respect to ePHI; (c) report to you any Use or Disclosure of PHI not permitted by this Schedule, any Security Incident, and any Breach of Unsecured PHI of which we become aware, without unreasonable delay and in any event within the time required by HIPAA (and no later than 60 calendar days after discovery); (d) ensure that any Subcontractors that create, receive, maintain or transmit PHI on our behalf agree in writing to restrictions at least as protective as those in this Schedule; (e) make PHI available to you (or, as directed, to an individual), and in the time and manner reasonably designated by you, to satisfy access requests under 45 C.F.R. 164.524; (f) make PHI available for amendment, and in the time and manner reasonably designated by you, under 45 C.F.R. 164.526; (g) maintain and make available the information required for an accounting of disclosures under 45 C.F.R. 164.528; (h) to the extent we are to carry out any of your obligations under the HIPAA Privacy Rule, comply with the requirements applicable to you; (i) make our internal practices, books and records relating to PHI available to the US Department of Health and Human Services for purposes of determining your compliance with HIPAA; and (h) only request, use and disclose the Minimum Necessary amount of PHI necessary to accomplish the purpose of the request, use or disclosure.

4.  Return or destruction. On termination, we will, if feasible, return or destroy all PHI we still maintain and retain no copies. If return or destruction is not feasible, we will extend the protections of this Schedule to that PHI and limit further Uses and Disclosures to the purposes that make return or destruction infeasible.

5.  Your obligations. You will: (a) maintain and provide a notice of privacy practices as required by 45 C.F.R. 164.520; (b) obtain any consents, authorisations or permissions necessary for us to Use and Disclose PHI as contemplated by the Service; (c) notify us of any limitation in your notice, any change in or revocation of permission by an individual, and any restriction on Use or Disclosure that may affect our Use or Disclosure of PHI; (d) not request that we Use or Disclose PHI in any manner that would not be permitted under HIPAA if done by you; and (e) provide us only the Minimum Necessary amount of PHI for us to accomplish the intended purpose of the disclosure.

6.  Term and interpretation. This Schedule is effective for so long as we hold PHI received from, or created or received on behalf of, you. You may terminate these Terms if we materially breach this Schedule and fail to cure within a reasonable period. The parties intend this Schedule to satisfy the requirements of a Business Associate Agreement under 45 C.F.R. 164.504(e), and any ambiguity will be resolved to permit compliance with HIPAA. The parties may instead enter into a separate written Business Associate Agreement (including by electronic acceptance or signature); if they do, that agreement supersedes this Schedule 2 with respect to Protected Health Information.