Terms and Conditions

These Terms and Conditions ("Terms") govern access to and use of the Goodbac Health Practitioner Portal ("Portal"). By creating an account, accessing the Portal, or using any Portal service, you agree to be legally bound by these Terms. If you do not agree to these Terms, you must not register for or use the Portal.

These Terms operate alongside three further documents which together form the legal framework of the Portal:
(a) the Goodbac Privacy Policy;
(b) the Goodbac Practitioner Data Processing Agreement; and
(c) the Goodbac Practitioner Formulation Fee Agreement, which applies only if you elect to participate in the formulation fee programme.

1. About Goodbac

1. 1.1. The Portal is operated by The Good Bacteria Company Ltd ("Goodbac", "we", "our", "us"), a private limited company registered in England and Wales (registered office and company number to be inserted), trading as Goodbac.
2. 1.2. Goodbac manufactures and supplies personalised probiotic food supplements and operates a platform that allows registered health professionals to create and manage bespoke formulations for their clients.

2. Definitions

In these Terms:

• 2.1. "Practitioner", "you" and "your" mean the registered health professional who has applied to and been accepted onto the Portal.
• 2.2. "Client" means an individual end user introduced by you to Goodbac through the Portal, for whom a personalised probiotic blend is created.
• 2.3. "Portal" means the practitioner-facing area of goodbac.com that you access after approval.
• 2.4. "Products" means the personalised probiotic blends produced by Goodbac in our UK laboratory.
• 2.5. "Quiz" means the evidence-based assessment used to generate a recommended probiotic strain combination for a Client.
• 2.6. "Formulation Builder" means the manual strain-selection tool within the Portal that allows you to compose a formulation directly from the Goodbac strain library.
• 2.7. "Formulation Fee Agreement" means the Goodbac Practitioner Formulation Fee Agreement, which sets out the terms of any commission you may earn on Client orders.

3. Eligibility

1. 3.1. The Portal is currently available only to health professionals who:
   • (a) are based in the United Kingdom;
   • (b) are a current and registered member in good standing of a recognised UK professional body for their field, including but not limited to the British Association for Nutrition and Lifestyle Medicine (BANT), the Association for Nutrition (AfN), the Complementary and Natural Healthcare Council (CNHC), the General Medical Council (GMC), the General Pharmaceutical Council (GPhC), the Nursing and Midwifery Council (NMC), the Health and Care Professions Council (HCPC), or the Nutritional Therapy Council (NTC); and
   • (c) practise lawfully within the scope of their registration.
2. 3.2. By registering for the Portal you confirm that:
   • (a) you are acting in a professional capacity;
   • (b) all information provided during registration is accurate and complete;
   • (c) you have authority to act on behalf of any business you represent; and
   • (d) you will keep your login details secure.
3. 3.3. You agree to notify us promptly if your registration with any professional body lapses, is suspended, or is withdrawn for any reason. We may suspend or end your access to the Portal immediately on receiving such notification, or on becoming aware of such a change through other means.
4. 3.4. The Portal is currently available only for the supply of Products to Clients with delivery addresses in the United Kingdom. We do not ship Products to Clients outside the United Kingdom. You agree not to submit formulations on behalf of Clients with non-UK delivery addresses.
5. 3.5. Genuine practitioner interest. By applying for an account, you confirm that:
   • (a) you are applying in your own personal capacity as a practising health professional, with the genuine intention of using the Portal to support your own Clients;
   • (b) you are not applying primarily to gather information about Goodbac's products, formulations, processes, pricing, or operations on behalf of any other business that competes with Goodbac in the personalised probiotic, gut health, or related supplement market; and
   • (c) you understand that working with multiple supplement brands in your practice is recognised as normal and accepted within the field, and nothing in clause
   • (d) prevents you from doing so. The restriction in clause
   • (e) concerns the misrepresentation of your purpose in applying, not the existence of legitimate commercial relationships you may already hold.
6. 3.6. We reserve the right to refuse, suspend, or terminate access to the Portal at our sole discretion. We aim to review applications within three working days. Where we refuse an application, we will tell you so by email, but we are not obliged to give reasons.
7. 3.7. We may extend the Portal to additional territories or to additional categories of professional in future. Any such extension will be confirmed in writing.

4. Nature of the service

1. 4.1. The Portal enables Practitioners to:
   • (a) create bespoke probiotic formulations using the Formulation Builder;
   • (b) create bespoke probiotic formulations using the Quiz and the subsequent edit process;
   • (c) manage Client records; and (d) provide personalised recommendations to Clients.
2. 4.2. Goodbac provides technology, manufacturing, fulfilment, and Client communications services only. Goodbac does not provide medical advice, nutritional advice, clinical supervision, or treatment recommendations, and does not assess the suitability of any formulation for any Client.

5. Practitioner responsibility

1. 5.1. You acknowledge and agree that you are solely responsible for:
   • (a) the clinical decision to recommend a Goodbac Product to any specific Client, including in the case of Clients who are children;
   • (b) all recommendations made to Clients;
   • (c) the suitability of any formulation created, including the selection of strains, dosage, and any instructions provided;
   • (d) determining contraindications, interactions with medication, and suitability during pregnancy or for children;
   • (e) any free-text content entered by you into the Portal, including any clinical notes or messages attached to a formulation;
   • (f) obtaining the Client's informed consent before submitting their formulation to us; and
   • (g) compliance with your own professional standards, scope of practice, and regulatory obligations.
2. 5.2. All formulations created through the Portal are deemed to be Practitioner-created formulations. Goodbac does not review, approve, validate, or verify the clinical appropriateness of any formulation.
3. 5.3. We strongly recommend you maintain professional indemnity insurance appropriate to your practice. While we do not require proof of insurance as a condition of joining, you confirm that the question of professional cover is your own responsibility.

6. Product status

1. 6.1. Products supplied through the Portal are food supplements.
2. 6.2. Products are not medicines, and are not intended to diagnose, treat, cure, or prevent any disease.
3. 6.3. You agree not to represent Goodbac Products as medicines, and not to make any claim about a Product or about probiotics generally that crosses the line between a food supplement and a medicinal product.

7. Client introduction and consent

1. 7.1. By submitting a Client's formulation to us through the Portal, you confirm that:
   • (a) the Client has a UK delivery address, and you have made the relevant clinical assessment of the Client's suitability for the Product, including in the case of Clients who are children, in line with clauses 5.1 and 5.2;
   • (b) the Client has been informed that their formulation will be created and dispatched by Goodbac;
   • (c) the Client has consented to receive a transactional email from Goodbac containing their formulation, alongside any standard order, dispatch, and delivery emails; and
   • (d) you have collected the Client's data (name, delivery address, email, age, and any health information used to inform the formulation) lawfully and with their consent, in line with UK data protection law.
2. 7.2. We will send the Client only the transactional emails described in clause 7.1(c) by default. We will not add the Client to our marketing or mailing list unless they expressly opt in to those communications themselves at a later point.
3. 7.3. Where a Client does opt in to our mailing list, they will be able to remove themselves at any time using the unsubscribe link in every marketing email, in line with UK GDPR and the Privacy and Electronic Communications Regulations.

8. Practitioner branding

1. 8.1. You may provide the following:
   • (a) your name;
   • (b) your business or practice name;
   • (c) your professional title; and
   • (d) your business logo.
2. 8.2. By providing those materials, you grant Goodbac a limited, non-exclusive, royalty-free licence to use them for the following purposes only:
   • (a) to display them in your area of the Portal so that you and your Clients can identify your account;
   • (b) to include them in transactional emails sent by Goodbac to your Clients in connection with their order, formulation, dispatch, and delivery;
   • (c) to print them on the label of the bottle dispatched to your Client; and
   • (d) to include them in fulfilment documentation associated with that bottle.
3. 8.3. We will not use your name, business name, title, or logo in any other context, including but not limited to general marketing, advertising, social media, press, partner directories, case studies, or website content, without first obtaining your express written permission for that specific use.
4. 8.4. You confirm that you have all rights necessary to provide and use such branding.
5. 8.5. You may withdraw the licence granted in clause 8.2 at any time by giving us written notice. On receipt of such notice we will remove your name, business name, and logo from new outbound communications and labels within a reasonable time. Materials already produced (for example, bottles already labelled and dispatched, or emails already sent) cannot be retrospectively altered.
6. 8.6. The licence in clause 8.2 ends automatically when you cease to be a Portal user.

9. Client information and data protection

1. 9.1. Practitioners may enter the following Client information into the Portal:
   • (a) first name;
   • (b) last name;
   • (c) email address;
   • (d) gender;
   • (e) age; and
   • (f) health goal.
2. 9.2. Health condition responses submitted through the Quiz may be used to generate formulation suggestions but are not retained by Goodbac. The Goodbac Quiz operates as a real-time algorithm. We do not store the individual answers given to the Quiz. We retain only the final recommended formulation. It is therefore not possible for us to reconstruct how a particular formulation was derived from a particular set of answers.
3. 9.3. Practitioners must only enter information they are authorised to provide.
4. 9.4. Data controller and processor roles. For Client information entered into the Portal:
   • (a) the Practitioner acts as Data Controller; and
   • (b) Goodbac acts as Data Processor.

   The Practitioner confirms that they have obtained any consent or lawful basis required under applicable data protection legislation. Goodbac shall process Client information only for the purposes of manufacturing Products, fulfilling orders, sending formulation-related communications, and operating the Portal.

5. 9.5. The detailed terms on which Goodbac processes Client data are set out in the Goodbac Practitioner Data Processing Agreement, which forms part of these Terms.
6. 9.6. Practitioner data. We will hold your name, business name, professional contact details, and registration information for the purpose of operating the Portal. Where you also participate in the formulation fee programme, we will hold your bank details for the purpose of paying fees, as set out in the Formulation Fee Agreement.
7. 9.7. No sale or onward sharing of Client data. We do not sell Client personal data and we do not share it with third parties beyond what is necessary to fulfil the order (for example, our delivery courier).
8. 9.8. Our full privacy policy is available at goodbac.com/policies/privacy-policy.

10. Client communications

1. 10.1. Goodbac may send communications on behalf of Practitioners relating to:
   • (a) formulation recommendations;
   • (b) Product information; and
   • (c) ordering and re-ordering links.
2. 10.2. Clients submitted through the Portal shall be treated as non-marketing contacts unless separate consent has been obtained directly from them. Goodbac will not add such individuals to marketing communications solely as a result of Portal use.

11. Products, orders, and subscriptions

1. 11.1. Products created through the Portal are bespoke and personalised to the individual Client.
2. 11.2. For this reason, Products are non-refundable except where:
   • (a) the Product is faulty;
   • (b) the Product is damaged on delivery; or
   • (c) the Product is incorrectly supplied by Goodbac.
3. 11.3. Subscription orders may be cancelled, paused, or amended by the Client at any time in accordance with the subscription terms presented at checkout.
4. 11.4. Goodbac sets the recommended retail price (RRP) for Products. You may not advertise, sell, or offer Products to Clients at a price different from the RRP set by us, except where Goodbac has expressly agreed a different price in writing.
5. 11.5. You may not resell, repackage, or redistribute Products through any other channel, including your own e-commerce store, in-clinic dispensing without our prior written agreement, third-party marketplaces such as Amazon, eBay, or Etsy, or wholesale to other practitioners. Wholesale purchasing for in-clinic dispensing may be available under a separate Wholesale Agreement.

12. Marketing and health claims

1. 12.1. You may identify yourself as a member of the Goodbac Health Practitioner Portal in your professional communications, with appropriate restraint. You may not represent yourself as a partner, agent, or representative of Goodbac in any other capacity.
2. 12.2. You may not make any health, medical, or therapeutic claim about Goodbac Products, or about probiotics generally, that is not supported by competent and reliable evidence and is not compliant with the rules of:
   • (a) the Advertising Standards Authority (ASA), in particular the CAP Code on health claims;
   • (b) the Medicines and Healthcare products Regulatory Agency (MHRA) on the borderline between food supplements and medicinal products; and
   • (c) the EU Register of permitted health claims as it applies in Great Britain.
3. 12.3. You will not use the Goodbac name, the Goodbac logo, or imagery sourced from the Portal in any external marketing material without our prior written permission.
4. 12.4. We may provide you with optional co-branded materials (printed leaflets, patient handouts, or similar). Use of those materials is governed by the licence on which they are supplied.

13. Intellectual property

1. 13.1. All intellectual property rights in the Portal, the Quiz, the Formulation Builder, the strain library, the Goodbac brand, the Products, and our website remain the property of The Good Bacteria Company Ltd. Nothing in these Terms transfers any of those rights to you.
2. 13.2. Practitioners may not copy, modify, reverse engineer, republish, or resell any part of the Portal without our prior written consent.
3. 13.3. All intellectual property rights in your own brand, logo, and clinical content remain your property. The licence granted in clause 8 is the only right we acquire in your intellectual property under these Terms.
4. 13.4. Where we and you create co-branded materials together, ownership and licensing of those materials will be agreed in writing at the time of creation.

14. Formulation fee

1. 14.1. You may, at your option, participate in the Goodbac formulation fee programme and earn a fee on Products purchased by Clients introduced by you through the Portal.
2. 14.2. The mechanics of the formulation fee, including the applicable rate, payment cadence, VAT treatment, refund and chargeback handling, your right to decline the fee in favour of a charitable donation made by Goodbac in your name (the donation is not required to be equivalent to the fee), and our right to vary the rate, are set out in full in the Goodbac Practitioner Formulation Fee Agreement.
3. 14.3. Participation in the formulation fee programme is optional. You may use the Portal without participating in the fee programme.
4. 14.4. By electing to participate, you confirm that you have read and accepted the Practitioner Formulation Fee Agreement, which is presented to you at the point of election.

15. Suspension and termination

1. 15.1. The Portal operates on an open-ended basis. Either party may end your participation at any time, with or without reason, by written notice to the other.
2. 15.2. We may suspend or end your participation immediately and without notice if:
   • (a) you cease to be a registered member of a recognised UK professional body;
   • (b) you breach these Terms in a way that is material or that we reasonably consider damaging to the Goodbac brand or to your Clients;
   • (c) we receive a credible complaint about your clinical conduct;
   • (d) you commit, attempt to commit, or facilitate fraud, abuse, or any other unlawful act in connection with the Portal;
   • (e) Portal misuse is suspected; or
   • (f) you become insolvent, enter administration, or enter into any analogous arrangement.
3. 15.3. Orders in flight at the point of termination. Where, at the moment of termination, an order has been placed by a Client through the Portal but has not yet been dispatched, we will fulfil that order in the normal way and dispatch the Product to the Client. Any associated formulation fee or charitable donation will be settled as set out in the Formulation Fee Agreement.
4. 15.4. Client subscriptions on termination. When your participation in the Portal ends, the Goodbac subscription of each Client introduced by you will end with it. Their next scheduled refill will not be dispatched. This applies whether termination is initiated by you or by us, and whether or not the Client has an active subscription at the time. We will write to each affected Client to tell them that their subscription has ended and to refund any pre-paid amount that covers Products not yet dispatched.
5. 15.5. Upon termination:
   • (a) Portal access may be removed;
   • (b) Client records may be retained where legally required; and
   • (c) your branding will be removed from future communications and labels within a reasonable time.
6. 15.6. The end of your participation does not affect rights and liabilities of either party that have accrued up to that date.

16. Liability and indemnity

1. 16.1. Nothing in these Terms limits or excludes liability for:
   • (a) death or personal injury caused by negligence;
   • (b) fraud or fraudulent misrepresentation; or
   • (c) any liability that cannot be limited or excluded under applicable law.
2. 16.2. Subject to clause 16.1, Goodbac is not liable for any loss of profit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, or any indirect or consequential loss.
3. 16.3. Subject to clause 16.1, our total liability to you in connection with the Portal, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the total amount paid by you to Goodbac (or, where you participate in the formulation fee programme, the total formulation fees paid to you, or charitable donations made by us in your name in place of those fees) in the twelve months preceding the event giving rise to the claim.
4. 16.4. Indemnity. You will indemnify and keep indemnified Goodbac against all losses, claims, liabilities, costs, damages, and expenses arising from:
   • (a) advice provided by you to any Client;
   • (b) formulations created by you;
   • (c) misuse of the Portal by you;
   • (d) breach of these Terms by you; or
   • (e) breach by you of applicable law or regulation.

17. Confidentiality

1. 17.1. Each party will treat as confidential any non-public information about the other party's business, Clients, formulations, technical methods, or commercial terms that becomes known to it in the course of using the Portal.
2. 17.2. Confidential information may be used only for the purposes of the Portal and may not be disclosed to any third party without the other party's prior written consent, except where disclosure is required by law or by a professional regulator.

18. Changes to these Terms

1. 18.1. We may update these Terms from time to time. The current version will always be available on goodbac.com.
2. 18.2. Where the change is material we will give you not less than 14 days written notice by email of the change taking effect. Where the change is administrative, immaterial, or required by law, we may make it with immediate effect.
3. 18.3. Your continued use of the Portal after the effective date of a change constitutes acceptance of the amended Terms. Where required by law, we may request renewed acceptance of updated Terms before continued Portal access is granted.
4. 18.4. Practitioners are responsible for reviewing the Terms periodically to remain informed of any changes.

19. General

1. 19.1. Notices. Notices under these Terms are given by email to the address each party has provided to the other. A notice is deemed received the next working day after sending.
2. 19.2. Whole agreement. These Terms, together with the Privacy Policy, the Data Processing Agreement, and (where applicable) the Formulation Fee Agreement, set out the whole agreement between us in respect of the Portal.
3. 19.3. No partnership or agency. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between Goodbac and the Practitioner.
4. 19.4. Assignment. You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights and obligations under these Terms to a successor in business.
5. 19.5. Severance. If any clause is held by a court to be invalid or unenforceable, the rest of the Terms continue in full force.
6. 19.6. Governing law and jurisdiction. These Terms and any dispute arising out of them are governed by the laws of England and Wales. Each party submits to the exclusive jurisdiction of the courts of England and Wales.

20. Acceptance

By creating a Health Practitioner account and ticking the acceptance box, you confirm that you have read and agree to:

• (a) the Goodbac Health Practitioner Portal Terms and Conditions;
• (b) the Goodbac Privacy Policy; and
• (c) the Goodbac Practitioner Data Processing Agreement.

You also confirm that you understand you are solely responsible for any formulations, recommendations, and advice provided to your Clients through the Portal.

The formulation fee programme is opted into separately, at the point of activation, on acceptance of the Formulation Fee Agreement.