32Co – Terms and Conditions – version 1.1 last updated on 23^rd February 2024

• About us and our Service

  • We are BBLHD Ltd, trading as “32Co”. We are an English company with company number 13279603, and our registered office is at 10-12 Mulberry Green, Harlow, Essex, England, CM17 0ET. Our main trading address is Unit 210 Brickfields, 37 Cremer Street. London, E2 8HD . You can find out how to contact us at hello@32co.com. When these Terms use the words “we” or “us”, they mean BBLHD Ltd.
  • We are the operator of the online service known as “32Co” (our “Service”). Our Service consists of access to an online platform (our “Platform”) which allows you to receive Training and Consultations, and order certain products for your patients (our “Products”).
  • 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.

• About these Terms

  • 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.
  • When these Terms refer to “you” and its cognates, 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. We are entitled to assume that the individual indicating acceptance of these Terms is authorised to do so on behalf of any such entity.
  • Where you are not an individual practitioner acting on your own behalf, in addition to complying with these Terms yourself, you must also ensure that individual practitioners acting on your behalf comply with these Terms.
  • Certain capitalised words and phrases have specific defined meanings when used in these Terms. Their definitions are set out or referenced in clause 18 (Definitions and Interpretation).
  • 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.
  • 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.
  • 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. 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 or by email of any significant changes.

• Registration with our Service

  • 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.
  • There is currently no Charge for registration.
  • 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.

• Access to our Platform

  • Following registration, you may access and use our Platform using the access credentials you created during registration (your “Access Credentials”).
  • Your access to and use of our Platform and our Service is subject to and conditional upon the following:
    • 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;
    • you may use our Platform only for the purpose of accessing and using our Service in accordance with these Terms and applicable laws;
    • 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;
    • 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; and
    • you must comply with our Policies and reasonable directions in respect of your use of our Platform.
  • 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
  • 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.

• Training

  • 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.
  • 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.
  • All materials made available to you in the course of Training (“Training Materials”) belong to us or our licensors, and you may use them only 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.
  • 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 judgement.

• Promotional materials

  • 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”).
  • 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.
  • 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.

• Our Consultations

  • 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”).
  • We will provide our Consultations using appropriately qualified and experienced personnel and using reasonable skill and care.
  • 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.
  • 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.

• Ordering Products

  • Our Service allows you to place orders with us for certain Products for use in your treatment of your patients (“Orders”).
  • 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).
  • 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 for that Order. We do not accept returns except in respect of repair or replacement claims under our Product warranty in clause 8.4 below
  • We warrant that our unaltered and undamaged Products:
    • will be of satisfactory quality;
    • will conform to their description (other than trivial or purely cosmetic defects); and
    • if procured in furtherance of an agreed treatment plan, will be fit for their designated purpose within that treatment plan.
  • Your sole and exclusive remedy for our breach of the warranties in clause 8.4 above shall be to require us to repair or replace the relevant Products (and to adjust any associated treatment plan accordingly).
  • 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 judgement. We will not be liable for the results of any modifications made to any of our Products.

• Our Charges

  • The charges for our Service (together, the “Charges”) comprise:
    • the Charges for Products which you Order through our Service, which are specified prior to your placing the relevant Order;
    • 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
    • any other Charges that we may draw to your attention prior to your incurring them.
  • All Charges are stated exclusive of Tax.
  • 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.
  • 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.
  • 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:
    • charge late payment interest on amounts due and payable but unpaid at the rate of 1.5% (compound) per month, 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;
    • suspend your access to our Service;
    • decline to accept further Orders or cancel any unfulfilled Orders; and
    • terminate your account.
  • 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:
    • charge late payment interest on amounts due and payable but unpaid at the rate of 1.5% (compound) per month, 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;
    • suspend your access to our Service;
    • decline to accept further Orders or cancel any unfulfilled Orders; and
    • terminate your account.
  • Any unused, inclusive or pre-paid, services or products will expire 1 year after the completion date of the patient's last treatment course.

• Your clinical responsibility for your patient

  • 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.

• Your other key responsibilities

  • 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:
    • you and your relevant staff will at all times:
      • comply with all applicable laws; and
      • 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;
    • 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;
    • 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;
    • 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;
    • 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;
    • 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;
    • you and your relevant staff will at all times hold appropriate indemnity insurance cover meeting the requirements of applicable regulators;
    • 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
    • you will not and your staff will not export any Product.
  • Your representations and warranties in clause 11.1 will be deemed to have been repeated on each day on which you use our Service.

• Data Protection

  • Words and phrases which have defined meanings in applicable Data Protection Laws have the same meanings when used in this clause 12.
  • Each of you and us will comply with our respective obligations under applicable Data Protection Laws. You can read more about our use of personal data in our privacy policy https://www.32co.com/dentist/legal/privacy-policy.
  • You are responsible for obtaining and recording the explicit consent of your patient to sharing their contact details and personal data concerning their condition and treatment with us and with our third party manufacturers and couriers. In requesting that consent, you must inform your patient that:
    • we will use that information to provide our Service to you (for example, by discussing their case with you through Consultations and devising a treatment plan);
    • we will share with the relevant Product manufacturer only the information which is necessary to enable the manufacturer to make the relevant Product(s);
    • we will share with the relevant courier only their name and address and associated delivery details;
    • we will hold a copy of their information for record-keeping purposes for up to 6 years; and
    • optionally, we may use their information to produce anonymised versions of it for the purposes of education, research and professional publishing. For example, we may use a patient’s x-ray, without any identifying information, to illustrate a point in the course of providing Training to other practitioners. You must tell us if the patient does not want their information used in this way.
  • You will ensure that patient consent is appropriately recorded and evidenced, for example by means of retained patient consent forms meeting the requirements of this clause 12, and you will make those records available to us and to relevant regulators and data protection supervisory authorities on request.
  • Each of you and us agrees to:
    • inform each other promptly if a patient 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;
    • cooperate with the other as necessary in the fulfilment of those requests; and
    • answer reasonable questions concerning the other’s data protection practices.

• Confidentiality

  • 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:
    • 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
    • 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).
  • 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:
    • it informs each such person of the confidential nature of the Confidential Information before disclosure; and
    • 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 13.
  • The Receiving Party may disclose Confidential Information:
    • with the prior written consent of the Disclosing Party; or
    • 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 13.3, it takes into account the reasonable requests of the Disclosing Party in relation to the content of that disclosure.

• Feedback

  • 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. You are not obliged to provide that feedback, but if you do then we are entitled to act on and implement it, and you agree that you will not assert any proprietary interest in any such feedback as it may be implemented or put into practice in our Products or our Service, or any other products or services which we may from time to time provide.
  • 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.

• Our liability to you

  • Nothing in these Terms will limit or exclude our liability for fraud or fraudulent misrepresentation, 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.
  • Subject to clause 15.1, 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).
  • 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 completed 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.

• Termination of the agreement between us

  • Either of you or us may terminate the agreement between us at any time, 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 incurred before termination.
  • Promptly following termination:
    • you will cease all use of our Platform, Service, Training Materials and Promotional Material;
    • you will destroy any copies of any Training Materials or Promotional Material in your possession or control; and
    • you will no longer promote our Service to your patients, or hold it out as available to them through you.
  • Such termination will not affect any rights, obligations or liabilities incurred prior to such termination, and the following provisions of these Terms will survive such termination: clause 2 (About these Terms), clause 9 (Our Charges), clause 10 (Your clinical responsibility for your patient), clause 11 (Your other key responsibilities), clause 12 (Data Protection), clause 13 (Confidentiality), clause 14 (Feedback), clause 15 (Our liability to you), clause 17 (Other important terms) and clause 18 (Definitions and Interpretation).

• Other important terms

  • You agree that for the duration of your agreement with us and for a period of 12 months following termination of the agreement between us, 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 17.1.
  • 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.
  • 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.
  • You and we are independent contractors. These Terms will not be interpreted as creating any association, partnership or agency arrangement between you and us.
  • 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 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.
  • 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.
  • 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.
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  • 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.

• Definitions and Interpretation

  • In these Terms:
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    ‍“Access Credentials” has the meaning given to it in clause 4.1;
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    ‍“Charges” has the meaning given to it in clause 9.1;
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    ‍“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, 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;
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    ‍“Consultations” has the meaning given to it in clause 7.1;
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    ‍“Data Protection Laws” means, as applicable: (i) the UK GDPR, the Data Protection Act 2018, and the Privacy and Electronic Communications (EC Directive) Regulations 2003; and/or (ii) Regulation (EU) 2016/679, relevant EU member state national implementations thereof, and Directive 2002/58/EC as implemented by the relevant member state, in each case as amended, re-enacted or replaced from time to time;
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    “Disclosing Party” has the meaning given to it in clause 13.1;
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    ‍“Order” has the meaning given to it in clause 8.1;“Platform” has the meaning given to it in clause 1.2;
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    ‍“Policies” has the meaning given to it in clause 2.6;
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    ‍“Product” has the meaning given to it in clause 1.2;
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    ‍“Promotional Materials” has the meaning given to it in clause 6.1
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    ‍“Receiving Party” has the meaning given to it in clause 13.1;
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    ‍“Service” has the meaning given to it in clause 1.2;
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    ‍“Tax” means any and all taxes and duties imposed on the transactions contemplated by these Terms, including VAT and sales taxes, but excluding taxes assessed on our income;
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    ‍“Terms” has the meaning given to it in clause 2.1;
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    ‍“Training” has the meaning given to it in clause 5.1;
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    ‍“Training Materials” has the meaning given to it in clause 5.3; and"UK GDPR" has the meaning given to it in the Data Protection Act 2018, as amended.
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  • 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. 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.