These Terms are the only terms or conditions which apply to contracts between BBLHD Ltd. or its Affiliates, as applicable (“we”/ “us”/ " 32Co" / "32Co" / “32 Stories” / “32S”), and You (“Provider”, “Customer”).
You accept and are bound by all of the terms and conditions that are set forth in this Contractor Agreement by either clicking through this Contractor Agreement or by logging in to the 32Co website. These terms and conditions (these “Terms”) apply to the purchase and sale of 32co products and services, including sales made through our websites https://www.32co.com, and / or any other web domain, app, system or software owned by 32Co or its Affiliates (the “Website”).
These Terms apply to all aspects of the relationship between 32Co and Customer from the time that Customer first accesses 32Co’s Website, whether to partake in learning & development, to place an order for Products or Services ("Customer Orders"), or to provide patient information for the purpose of placing such orders, or to obtain access to 32Co branding, vendor appliances or marketing materials
These Terms are subject to change without prior written notice at any time, in 32Co’s sole discretion. The latest version of these terms will be posted on the Website, and You should review these Terms prior to purchasing any Product or Services.
You may not order or obtain products or services from 32Co if You (a) do not agree to these Terms, or (b) to the extent You are purchasing products or services from 32Co’s Website, are prohibited from accessing or using the site or any of the Website’s contents, products or services by applicable law.
In consideration of the mutual promises herein contained, the Parties agree as follows, and Provider accepts and agrees to all of the terms and conditions set forth herein by indicating electronically his or her acceptance:
INDEPENDENT CONTRACTOR.
32Co agrees to provide the professional services described herein as an independent contractor. It is mutually understood and agreed that 32Co is at all times acting and performing these duties and functions in the capacity of an independent contractor; that Provider shall neither have nor exercise any control or direction over the methods by which 32Co performs 32Co's services, nor shall Provider and 32Co be deemed partners. Provider shall have the right to determine what services shall be provided, but not the manner in which services shall be provided. Provider and 32Co recognize that Provider remains the sole treating doctor in all regards for all patients and, thus, after receiving any products or services from 32Co Provider is free to alter those products and services in accordance with the needs of Provider's patients or customers. It is expressly agreed by the Parties hereto that no work, act, commission, or omission by 32Co pursuant to the terms and conditions of this Contractor Agreement shall be construed to make or render 32Co the agent, employee, or servant of the Provider. The Parties also expressly agree that no work, act, commission, or omission by Provider shall be construed to make or render Provider the agent, employee, or servant of 32Co. Each Party shall be responsible for the payment of its own federal, state, and/or local taxes incurred as a result of this Contractor Agreement.
CUSTOMER
32Co’s Customer is the Provider whose 32Co customer identity number (allocated to a single individual only) is used to access the password protected 32Co Systems. If a practice or other legal entity with which the Provider works is named on 32Co invoice(s) and/ or that practice pays 32Co’s invoices, then 32Co is entitled to assume that it is the Provider who uses 32Co’s Systems and places Customer Orders with the authorization of, for and on behalf of that entity (the “Practice” or “Clinic”). Under these circumstances, the Practice will also be 32Co’s Customer and the Provider and the Practice will be jointly and severally liable for obligations in these Terms which are obligations of the “Customer.” The Provider and the Practice must read and understand these Terms before downloading any materials or software, uploading Patient information or placing any Customer Order, because in each case, a contract will be formed and Customer will be bound by these Terms which will govern that contract
LICENSURE AND PROFESSIONAL LIABILITY INSURANCE
As a condition of this Contractor Agreement, Provider shall maintain all applicable licenses and certification requirements and shall at all times during the term of this Contractor Agreement, meet all requirements of the State or Country, as appropriate, in which Provider resides or is located, and meet all requirements of other regulatory entities for such licensing, certification, or credentialing. Provider shall maintain in force throughout the term of this Contractor Agreement such policies of professional liability insurance as shall be required to qualify Provider for coverage under his or her state's Medical Malpractice Act or equivalent thereof (the "Act"), but in no event will Provider be covered for less than a million dollars (US$1,000,000.00) per occurrence. Provider shall insure that 32Co is held harmless against any claim or claims for damage arising by reason of personal injuries or death occasioned directly or indirectly in connection with the performance of any service provided hereunder in such amount as shall be required from time to time under the Act. Provider shall demonstrate proof of such insurance coverage by providing 32Co with a current certificate of insurance, which shows the applicable policy number, date of expiration, and name of the insurance carrier.
REPRESENTATIONS OF PROVIDER
Provider represents and warrants that the following are true (if applicable):(a) Provider's license or certification in any state has never been suspended, revoked, restricted, or deemed to be probationary; (b) Provider has never been reprimanded, sanctioned, or disciplined by any licensing or accrediting board; (c) There has never been entered against Provider a final judgment in a professional liability action and no action, based on an allegation of professional liability or malpractice by the Provider has ever been settled by payment to the plaintiff; (d) Provider has never been denied membership or reappointment of membership on the medical staff of any hospital, and no clinical privileges of the Provider have ever been suspended, curtailed, or revoked; (e) As of the date hereof, Provider has not been the subject of any report or disclosure submitted to the National Practitioner Data Bank or national equivalent database. Provider shall notify 32Co immediately if the foregoing representation becomes untrue, or if Provider is notified by any licensing or accrediting board or other enforcement agencies that an investigation has begun which could lead to such sanction, debarment, or conviction; (f) Provider has the necessary expertise, experience and training to properly perform procedures associated or in conjunction with clear aligner treatment, including the training at or following which access is provided to the Provider for the 32Co Portal; (g) Provider is not purchasing or acquiring Products with the intent that they will be used by any other Dentist and/or for the benefit of any patient other than Customer's own Patient, or outside the EU (if originally shipped to the EU), or otherwise outside the country to which they are shipped by the Manufacturer; (h) Provider will use the Products or devices only in accordance with generally accepted dental standards and as per the Manufacturer’s Instructions for Use (IFU) for the Products; (i) Provider will be fully responsible, and directly and solely liable for the Clear Aligner treatment of the Patient, including the exercise of clinical judgment in the decision to use the Products, the accuracy of Patient Data submitted, the Patient's Treatment Plan, the continued use of the Products, the Patient’s on-going treatment, and achieving the desired outcome for the Patient; (j) Provider will obtain a completed and signed Patient Informed Consent Form from each Patients any Clear Aligner treatment; (k) Provider will ensure that Provider understands and properly assesses in relation to the particular Patient the clinical risks, and that the Patient is aware of the risks relevant to their own treatment prior to commencing their Clear Aligner treatment; (l) Provider will regularly review the 32Co Website to verify Provider is aware of any changes to the Contractor Agreement, to 32Co’s Art and Advertising Standards/Brand Guidelines for 32Co Providers (where applicable), to the Advertising Agreement (where applicable), or the 32Co Practice Marketing Guide (where applicable); (m) Provider will comply with any provision of 32Co’s Art and Advertising Standards/Brand Guidelines for 32Co Providers (where applicable), or with any term of the Advertising Agreement (where applicable); (n) Provider will do nothing inconsistent with or adverse to 32Co’s trademark rights, patent rights, copyrights, trade secrets or other intellectual property rights; (o) Provider will provide, upon request, feedback regarding the status of any Patient's treatment, details of their experience and Customer's 32Co treatment experience, and the success of the 32Co Service(s) or Product(s); (p) Provider will promptly notify 32Co, and in any event within 10 days, of any event (in all available detail) relating to Product use on any Patient which 32Co and/ or Customer is required to notify to any governmental or regulatory authority; (q) Provider understands that their Unique ID, username or unique identifier (“Customer ID”) is to be used only by a single Provider; (r) Provider will only use the Products and Services in relation to the Patient they were ordered for. (s) If Provider participates in professional discussions facilitated by 32Co or at which 32Co representatives are present ("Discussion"), Provider shall obtain the legally required form of consent from every Patient whose images, personal data, sensitive data, or treatment or any other details are shared by Provider. Provider acknowledges that Provider's participation in the Discussion is solely for professional development and Provider will not copy, retain, share or use any patient or other confidential material obtained by Provider through the Discussion.
COMPLIANCE WITH LAWS
Provider agrees to comply with all national, federal and state laws or regulations applicable to the services to be provided under this Contractor Agreement. The Parties further agree that they will protect and secure the privacy and confidentiality of patient information and will comply with the requirements contained in the ‘Schedule No. 1’, which is set forth below.
MEDICAL RECORDS
Provider agrees to complete all required charting in the medical record in a prompt and timely manner. Provider is responsible for securing all consent from patients required by law in order for records to be disclosed to 32Co in accordance with these Terms. For the avoidance of doubt, such consent should include approval for transmission of records to a jurisdiction outside of the United States or the European Economic Area. 32Co shall have such right of access to such reports, records, and supporting documentation as necessary for the provision of professional services hereunder. 32Co shall also have the right to maintain a copy of all reports, records, and supporting documents for archival purposes.32Co will comply with the applicable requirements of relevant laws, which may include obligations to provide personal information that 32Co holds about a patient to such patient on request by such patient. When 32Co processes personal data from EU patients, 32Co will comply with the EU patient’s additional data subject rights, including the rights of the patient over his or her data to: i) correct or change outdated personal data; ii) object to, restrict, or limit processing of personal data; iii) request deletion of all or some personal data; and iv) request a portable copy of personal data.Subject to applicable law, records submitted to 32Co or reports and supporting documents created by 32Co become the property of 32Co and will not be returned to Provider. For cases shipped to 32Co from a US address, 32Co may choose to return material to the doctor. Records such as impressions and intra-oral scans require inspection, and 32Co may deem such records unacceptable. If deemed unacceptable, 32Co may request replacement records. 32Co will maintain physical materials such as impressions and study models only for a short time period, until they are discarded and/or archived at the discretion of 32Co.Subject to applicable law, Provider authorizes 32Co to use records, including but not limited to, impressions and intra-oral scans, patient information, radiographs (x-rays), photographs and plaster or stone models for internal use, purposes of orthodontic or dental consultations, education and research purposes, publication in professional journals or use in professional collateral materials, provided such use does not include disclosure of a specific name, patient ID, address, or other personal information that would have the effect of specifically identifying Provider or the patient, unless the appropriate consents are obtained.
PRODUCTS AND SERVICES
For purchases of products (“Products”, or an individual "Product") and/ or related services (“Services”), except where we have expressly otherwise agreed in writing.
32co agrees to provide the following professional health care services (and only the following professional healthcare services) as requested by Provider: (a) diagnosis, assessment or triage based on the completeness and accuracy of the information that You provide to 32Co; (b) treatment plan for orthodontics based on the information that You provide to 32Co; and (c) if requested, then orthodontic appliances. 32Co agrees to perform such services, at all times, in strict accordance with currently approved and accepted methods and practices in the profession. 32Co further agrees to provide services in a professional, timely, and competent manner. After receiving any products or services from 32Co, Provider is free to alter those products and services in accordance with the needs of Provider's patients or customers. 32Co does not provide any warranties or guarantees regarding any treatment or treatment outcomes or the quality of the advice or the Treatment Plans, treatment options and/or products or services, whether express, implied, statutory or otherwise. 32Co specifically disclaims all implied warranties of design, merchantability, fitness for a particular purpose and non-infringement and any other implied warranties
Orthodontic appliances (including replacements), if manufactured by 32Co will (i) conform to their description, (ii) be free from defects in material and workmanship, and (iii) be of satisfactory quality within the industry until the Treatment Expiration Date for aligners. All warranties are void if the aligners have been misused, modified or been used in combination with third party products. No warranty is made regarding the outcome of any treatment using the aligners, or any combination of the products with third party products, whether or not with any 32Co services. No representative, employee or agent of 32Co is authorized to give any other warranties on behalf of 32Co or modify the limitations or exclusions set forth in the Agreement. The warranties in this clause 7 are the sole warranties for the products, and all other express or implied warranties are disclaimed, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
Where 32Co (i) cannot exclude any express or implied condition or warranty or Rights, or (ii) the Aligner Trays fail to conform to the warranty in this Section, then 32Co’s sole and exclusive liability (other than in circumstances where by law, liability cannot be limited) and Provider’s sole and exclusive remedy is, at the sole discretion of 32Co, (a) to repair or replace the products or (b) to pay the cost of having those products repaired or replaced
Each party acknowledges that local, state, and federal laws may imply certain conditions and warranties into these Terms and confer certain rights and remedies on Provider that cannot be excluded or modified (“Rights”). Nothing in this Section or otherwise in these Terms excludes or modifies any of those rights if to do so would contravene such rights or make any part of these Terms void
THIRD-PARTY SERVICES
If Provider requests manufacture or approves an order through independent manufacturing services, the 32Co Website provides access to services available through independent third parties, via the Manufacturing Marketplace (the “Marketplace”). If third party services are used, the sharing of any records or medical information must adhere to, and it is Provider’s responsibility to ensure compliance with, the 32Co Website Terms and Conditions and all applicable privacy and health laws and other relevant laws and regulations in the jurisdiction(s) in which Provider is licensed and practices, including, where applicable, the Health Insurance Portability and Accountability Act of 1996 (“HIPPA”) and the General Data Protection Regulation 2016/679 of the European Union(“GDPR”), and all amendments thereto. Provider’s compliance obligations for sharing patient data as part of third-party manufacturing services include, where required by applicable law, patient consent or, where permissible, an alternative, legally valid mechanism by which to share patient data.
When Customer purchases any Product through the Marketplace, Customer will buy directly from the relevant third party and the contractual relationship in relation to the sale will be only between Provider and that third party manufacturer. 32Co will not be a party to it. The relevant third party will be responsible for the sale, delivery and other after-sale care and 32Co’s role is limited to acting as commercial agent to conclude the sale by accepting Customer’s order and collecting, or arranging for the collection of, Customer payment on behalf of that third party.
32Co’s receipt of full payment from Customer will discharge Customer debt to the relevant third party in respect of that order. Though 32Co may assist with certain practical issues on behalf of the relevant third party manufacturer, 32Co does not have any contractual obligations to Customer and Customer does not have any contractual rights against 32Co regarding any Product sold through 32Co by any third party manufacturer.
The price of Products (each a “Product Price” and collectively “Product Prices”) varies according to the Product selected.
Product Prices and delivery costs are liable to change at any time, but changes will not affect orders in respect of which Customer has already been sent an Order Confirmation
Any advice, pertaining to patient treatment or otherwise, given by an Orthodontist, Clinical Instructor, Mentor, or 32Co Clinical Support Staff is the personal opinion of that individual and has not been reviewed, confirmed, or approved by 32Co. It is Provider’s responsibility to ensure that information or advice obtained through the various support channels are correct, proper, and suitable either in general or for a particular patient. 32Co does not make any representations regarding the level of experience, competency, expertise, or qualifications of Customer Support staff, or the opinions of other Customers of 32Co in any community space. 32Co presents community information, case studies advice only as a convenience to trained providers. Provider is under no obligation to adopt or follow any advice, comments or suggestions provided in relation to the treatment of Customer's Patients. Customer must exercise Customer's own professional judgment on making the final decision on whether and how to proceed with the treatment of Provider's Patient. 32Co assumes no liability or responsibility for treatment plans developed with a third party, the associated outcome of such third-party treatment planning services or consequential loss under English law.
The Services provided through the Website are provided by third parties who have met 32Co’s minimum quality of service requirements, including local regulatory requirements.
Customer’s use of Marketplace Services is voluntary and at Customer’s sole risk. 32Co has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any third party appliance listings, (ii) the truth or accuracy of any Listing descriptions, ratings, reviews, or other information about Customer including, without limitation, Customer name, likeness, biographical information, or (iii) the performance or conduct of any third party. 32Co does not endorse any third party manufacturer or Listing. Customer should always exercise due diligence and care when deciding whether to use a third party manufacturer, or communicate and interact with other users of Marketplace
Marketplace Services may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. 32Co is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by 32Co of such Third-Party Services
32Co does not guarantee the continuous and uninterrupted availability and accessibility of 32Co Marketplace. 32Co may improve, enhance, modify or restrict the availability of Marketplace or certain areas or features thereof for any reason in its sole discretion with no further notice to you
Third party feedback and performance will be continuously reviewed to maintain a high standard for 32Co’s Customer; Any third party not adhering to 32Co’s requirements shall be removed from the platform
CUSTOMER ORDERS AND CONTRACT RATE
If Customer accesses 32Co's IT systems or uses 32Co software, including any 32Co website, the Customer does so with the permission of 32Co, for the purpose of a good faith relationship with 32Co, for ordering Products or Services offered by 32Co from time to time.
32Co shall be compensated for services performed under this Contractor Agreement as set forth in the order confirmation page when Customer confirms the order with 32Co and / or click acceptance to this Contractor Agreement. Once an order has been submitted by Provider using the Website, or other acceptable means at the discretion of 32Co, the order is considered binding.
32Co reserves the right, at its option and without liability, to refuse any Customer Order in whole or in part. 32Co is not liable for quality issues, shipping delays, or incorrectly processed orders brought about by third parties.
Unsuitable Case Fees. If the 32Co Orthodontist advises that the case is not suitable for orthodontics or clear aligner therapy and should be either referred to an external orthodontist or not go ahead, the case will be cancelled and subject to a fee for assessment of the case submission.
Returning Products: Returns are at the discretion of 32Co. Customer is responsible for Products being returned to 32Co within the applicable time period. All returns should be completed via a reputable courier who provides insurance for the full replacement value.Cancellations. If the Customer does not approve the Treatment Plan, the Customer may cancel the case, subject to payment of cancellation fees.
The case will also be cancelled and subject to a cancellation fee if the Treatment Plan has been pending Provider approval for longer than 90 days, at 32Co’s sole discretion.Additional charges for inbound and/or outbound shipping may be applied and due upon cancellation in all scenarios above.
Upon Provider’s approval of the treatment plans, all charges are non- refundable, and any cancellation of the binding order will incur the full applicable charges. Orders are subject to 32Co pricing as of the order receipt date, defined as the date and time Provider submits the completed order.
32Co may cancel a Customer Order at any time for any reason without liability.The cancellation fee is immediately due from Provider.
BILLING
The Customer will pay all 32Co invoices as directed in the invoice in full and in Cleared funds. 32Co shall invoice Provider electronically or by other means. The order confirmation page or an applicable purchase order shall also serve as your invoice. By indicating your acceptance of your order, you are authorizing payment to 32Co.Invoices are due within 30 days of the date of invoice unless otherwise mutually agreed in writing by the parties or as otherwise stated in the invoice. Time of payment is of the essence.
All prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Provider. Prices are inclusive of shipping unless stated otherwise in the Pricing Terms. Additional fees may apply if a shipping method is requested other than 32Co’s standard shipping procedure. Any fees or charges not specified as included in the price are explicitly excluded.
If any invoice (or any part of an invoice) remains unpaid at the due date for payment, such invoice will bear interest at the rate of 1.5% compounded monthly from the day after the due date for payment up to (and including) the date of payment of the invoice in full.
At 32Co’s sole discretion, 32Co might from time to time require full payment in advance of shipment. If this is the case, 32Co will notify Customer no later than the date that the Products would be expected to be shipped and invoiced and might at that time require payment in full before dispatching Products to Customer.
32Co might limit the amount of credit that it will extend to Customer from time to time. If this occurs, the number of 32Co treatments and other Products and Services that Customer might order will be limited unless Customer has paid in advance for them.32Co is not responsible for pricing, typographical, or other errors and 32Co reserves the right to cancel any Customer Orders arising from or containing such errors.
Customer shall pay all amounts due to 32Co in full without any setoff, counterclaim, deduction or withholding (except for any deduction or withholding required by law). 32Co may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by Customer against any amount payable by 32Co to Customer. 32Co does not accept payments from Patients, including payments in the Patient’s name forwarded by Customer or Customer's practice.
The Provider is responsible for payment of the 32Co invoices. In addition, and without prejudice to the responsibility of the Provider, the Practice, if named in the invoice or if the Practice habitually pays 32Co’s invoices, is jointly and severally liable with the 32Co Dentist for payment of 32Co invoices. 32Co may therefore claim payment of any sums owed under any agreement against the 32Co Dentist, personally and/ or against the Practice.
Without limiting any other remedies or rights that 32Co may have, if Customer does not pay 32Co on time, 32Co may cancel or suspend any or all agreements with Customer.
This means that 32Co may cease its performance or not perform Services and may not provide Customer with or disable the Products or Services listed in any Customer Order placed (whether or not accepted) until Customer has paid all outstanding amounts owed to 32Co.
CONFIDENTIALITY
The Parties hereby acknowledge and agree that all services provided, and information exchanged under this Contractor Agreement shall be kept confidential and that neither Party shall disclose matters related to this Contractor Agreement without the expressed written consent of the other Party, unless required to disclose such information by statute, regulation or court order. In addition, during the term of this Contractor Agreement, each of the Parties hereto may receive intentionally or unintentionally certain proprietary and confidential information (which may include confidential medical information and records) not otherwise a part of public domain through no fault of a Party hereto ("Proprietary Information"),the disclosure of which would be extremely detrimental to the business affairs of the other. Therefore, each of the Parties hereto (for itself and its employees, agents and representatives) agrees to keep the Proprietary Information of the other in the strictest confidence and each agrees not to duplicate any Proprietary Information of the other and not to directly or indirectly divulge, disclose, reveal, report or transfer such Proprietary Information without the prior written consent of the other. This provision shall survive the termination of this Contractor Agreement.
INTELLECTUAL PROPERTY RIGHTS, TRADEMARKS
All rights in intellectual property (including all patents, trademarks, service marks, registered designs, utility models, design right, database rights, copyright (including copyright in software and computer algorithms), trade secrets and other confidential information, know-how, and all other intellectual and industrial property and rights of a similar or corresponding nature in any part of the world) in or relating to the Products, the Services, any materials, information, software, 32Co Systems, documents or items that 32Co prepares or produces for Customer or makes available to Customer will belong solely and exclusively to 32Co.
Nothing in these Global Terms & Conditions or any contract between 32Co and Customer Order shall be construed as 32Co assigning or agreeing to assign any intellectual property to Customer.
Customer will inform 32Co promptly if Customer becomes aware of any infringement of 32Co’s trademarks or other intellectual property rights by any person.
INDEMNITY
Provider agrees to indemnify, keep indemnified and hold harmless 32Co, its employees, officers, trustees, affiliates, agents, and representatives from and against any losses, costs, obligations, payments, damages, debts, liabilities, costs and expenses (including legal expenses), requests for relief or compensation of any kind, resulting from or relating to: (a) claims for bodily injury or property damage arising out of any services under this Contractor Agreement. (b) Customer's breach of any term of any agreement with 32Co, (c) Customer's breach of any term of any agreement between Customer and their Patient or any acts or failures in respect of a Patient, (d) Customer's provision of incorrect or incomplete information, documents or impressions to 32Co or any failure to timely provide 32Co with any information it requests from Customer or the Practice; (e) any and all dealings with national regulators, licensing or professional bodies in relation to Customer; and (f) any incorrect information, including specific case or treatment plan opinions or recommendations, provided by other Providers and doctors via the 32Co community; and (g) 32Co’s provision of or failure to provide products or services to Provider unless such provision of or failure to provide such products or services was due to 32Co’s negligence or recklessness
TERM
This Contractor Agreement shall be effective beginning when Provider indicates acceptance of this Agreement.
TERMINATION
Either Party may terminate this Contractor Agreement by providing thirty (30) days prior, written notice to the other Party, or by mutual assent of the Parties. Either Party shall be entitled forthwith to terminate this Contractor Agreement by notice to the other if the other Party commits a material breach of any term of this Contractor Agreement and (if such breach is remediable) fails to remedy that breach within 14 days after being notified in writing to do so. 32Co may terminate this Contractor Agreement immediately if any of the representations of Provider in paragraphs 1.3, 1.4 or 9 of this Contractor Agreement become untrue.
NOTICE
Any notice required to be provided to any Party to this Contractor Agreement shall be considered effective as of the date that it is emailed to the other Party. For any notice sent to 32Co, Provider shall send the notice by email to legal@32Co.com. For any notice sent to Provider, 32Co shall send the notice by email to the email address that Provider has designated in the account that Provider has established with 32Co.
ART AND ADVERTISING STANDARDS
Any use by Customer of 32 Stories or 32Co trademarks, logos or copyright materials is under a non-exclusive license as set out in and subject to 32Co's Art and Advertising Standards and Advertising Agreement which may be amended from time to time.
ADDITIONAL DATA PROTECTION TERMS APPLICABLE TO THESE TERMS
The following data protection terms and conditions shall apply to these Terms:
Data Breaches: 32Co will notify Customer without undue delay if 32Co becomes aware of a verified Data Breach and keep Customer informed of any related developments. 32Co will take all reasonable steps to mitigate or negate the effects of any such Data Breach
Subprocessing: Customer agrees that 32Co may subcontract its processing of Patient Data to Subprocessors (as defined below) provided that: (i) 32Co has in place a written agreement with the Subprocessor that requires it to process Patient Data only in accordance with these Terms and 32Co's Binding Corporate Rules; (ii) 32Co maintains a list of its current Subprocessor categories which it shall update with changes to any Subprocessors; and (iii) 32Co remains liable to Customer for ensuring that 32Co’s Subprocessors process Patient Data in accordance with this Term.
Customer may object to the appointment or replacement of a Subprocessor within 30 days of updating the list of current Subprocessors, provided such objection is based on reasonable grounds relating to data protection. In such event, 32Co will either (at 32Co’s discretion): (a) appoint an alternative Subprocessor; or (b) permit Customer to terminate this Contract.
Data transfers: 32Co shall only transfer Patient Data outside the EEA where it has taken such measures as are necessary to ensure the transfer is in compliance with applicable Data Protection Law.Audit: From time to time, 32Co will submit 32Co’s 32Co's data processing facilities, data files and documentation needed for processing Patient Data for audit. From time to time, 32Co will also take measures to verify the compliance of 32Co’s Subprocessors with the requirements of this Term.Data protection impact assessment: if 32Co believes or becomes aware that its processing of Patient Data is likely to result in a high risk to the data protection rights and freedoms of data subjects, 32Co shall inform Customer and provide Customer with reasonable cooperation in connection with any data protection impact assessment that may be required under applicable Data Protection Law.
NO ASSIGNMENT
Provider understands that, from time to time, 32Co may enlist consultants or other independent contractors in providing professional services to Provider under this Contractor Agreement. Apart from this, neither this Contractor Agreement nor any rights or obligations hereunder shall be assigned by either Party without the prior written consent of the non-assigning Party.
NON-SOLICITATION
Provider understands and agrees that 32Co expends significant time and resources to train consultants, other independent contractors, or employees that, from time to time, provide professional services for 32Co. Consequently, for a period of two (2) years immediately following completion of services by 32Co, Provider agrees that Provider will not solicit any employee, consultant, or other independent contractor of 32Co. Provider further agrees that Provider shall not induce any employee, consultant, or other independent contractor of 32Co to terminate employment with 32Co or terminate or breach any contractual relationship between 32Co and the employee, consultant, or other independent contractor of 32Co. Because the value of the time and resources to train employees, consultants, or other independent contractors is difficult to quantify, if you Provider breaches this Non-Solicitation provision of this Contractor Agreement, then Provider agrees to pay liquidated damages of one-hundred thousand dollars ($100,000.00) to 32Co, which Provider agrees is a reasonable amount to compensate 32Co for its damages
ENTIRE AGREEMENT
This Agreement, along with the Schedules, any Addenda and the Agreement for Use of 32Co Website ("Website Agreement"), which is incorporated by reference in its entirety, constitutes the entire agreement of the Parties with respect to the matters contained herein, and supersedes any and all other discussions, statements, and understandings regarding such matters. To the extent that any provision of this Agreement irreconcilably conflicts with the Website Agreement, the provisions of the Website Agreement shall control. A publication of a revised Agreement and Provider's indication of acceptance shall be considered an execution of a written agreement.
NO THIRD-PARTY BENEFICIARIES
Nothing express or implied in this Contractor Agreement is intended to confer, nor shall anything herein confer, upon any person other than the Parties and the respective successors or permitted assigns of the Parties, any rights, remedies, obligations, or liabilities whatsoever.
SEVERABILITY
If any provision of this Contractor Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way, and any invalid, void, or unenforceable provision shall be replaced to the maximum extent permitted by law with a valid and enforceable provision that most closely matches the intent of the original provision;
NO WAIVER
No provision of this Contractor Agreement shall be amended or waived unless it is in writing and signed by the Chief Executive Officer of 32Co (or their authorised representatives). Waiver of any provision on one occasion shall not apply to any other occasion. The waiver by 32Co of any particular default by Provider or any employee of 32Co, shall not affect or impair the rights of 32Co with respect to any subsequent default of the same or of a different kind by Provider or any employee of 32Co; nor shall any delay or omission by 32Co to exercise any right arising from any default by Provider affect or impair any rights that 32Co may have with respect to the same or any future default by Provider or any employee of 32Co.
MISC
Each Party to this Contractor Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by either Party, or anyone acting on behalf of either Party, which are not embodied herein, and that no other arrangement, statement or promise not contained in this Contractor Agreement shall be valid or binding.
LAW AND JURISDICTION APPLICABLE TO THESE TERMS:
This Contractor Agreement and any non-contractual obligations arising from it or in connection with it shall in all respects be governed by and interpreted in accordance with the laws of England and Wales.
The Parties irrevocably agree that the Courts of England and Wales are to have exclusive jurisdiction over any dispute (a) arising from or in connection with this Contractor Agreement or (b) relating to any non-contractual obligations arising from or in connection with this Contractor Agreement.
LIMITATION OF LIABILITY
In no event shall 32Co be responsible to the Customer for the following losses, whether in contract, tort (including negligence), breach of statutory duty or otherwise: indirect losses, consequential losses, loss of income or revenue, loss of profit, third party claims, loss of business, loss of data (including patient data – 32Co expects that customer will have back-up copies or originals of any patient data customer provides to 32Co), loss of anticipated savings, or loss of any opportunity, arising from any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the agreement. In no event will 32Co, its licensors or suppliers be liable to Provider or to any third party for any indirect, special, incidental, exemplary, punitive or consequential damages however caused and under any theory of liability whether in contract, tort, indemnity or other cause or theory whatsoever (including negligence, delay in delivery, injury to reputation, good will, etc.), whether or not 32Co has been advised of the possibility of such damage.
32Co's liability to Customer for breach of contract or tort (including negligence) or breach of statutory duty shall be limited to: in the case of loss or damage to physical property whilst we are on customer's premises or customer is on 32co’s premises or on a third party's premises at 32co's invitation, the sum of five thousand pounds (£5000) which is the amount we have estimated is the maximum value of property we might reasonably foresee might be damaged. Where products or services cause loss or damage to physical property, the sum of five thousand pounds (£5000), which is the amount we consider reasonable, given the nature of the products and services. The existence of one or more claims shall not expand such limit.
The following claims against 32Co and its employees, agents, contractors, officers or directors are hereby waived by Provider: (i) claims based on the failure of 32Co products or third party products to achieve a successful or desirable outcome; and (ii) injury to a patient, either alone or in combination with other treatment appliances
FORCE MAJEURE
Neither party shall be in breach of this Contractor Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Contractor Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control including, without limitation, acts of God, riots, war or armed conflict, acts of terrorism, epidemic or pandemic, acts or orders of government, government or regulatory bodies, fire, flood, storm or earthquake. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations
The Parties have entered into a written agreement ("Contractor Agreement") under which the each of the Parties regularly receives, uses and/or discloses Protected Health Information ("PHI") in its performance of the services described in the Contractor Agreement. This Schedule No.1 is subject to the Contractor Agreement and sets forth the obligations and agreements of the Parties relating to compliance with the Standards for Privacy of Individually Identifiable Health Information ("the Privacy Regulation"), 45 C.F.R. Parts 160 and 164, and the Security Regulations(45 C.F.R. Parts 160, 162, and 164), promulgated under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Health Information Technology for Economic and Clinical Health ("HITECH"),and various statutes governing personally-identifiable information ("PII") and PHI. This Schedule No.1 applies to all PHI and PII created or received by 32Co from Provider or from another person or entity on behalf of Provider, and also all PHI and PII received by Provider from 32Co or from another person or entity on behalf of 32Co and governs how such PHI may be used or disclosed.
The Parties have entered into a written agreement ("Contractor Agreement") under which the each of the Parties regularly receives, uses and/or discloses Protected Health Information in its performance of the services described in the Contractor Agreement.
This Schedule No.2 is subject to the Contractor Agreement and sets forth 32Co’s provision of services to Customer where such services require 32Co to process European Union Personal Data on behalf of Customer. (capitalized terms used and not defined herein have the meanings given to them in the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (“GDPR”)).
