AlignerService Dentist Services Agreement (United States)
Version 1.0 – 22 October 2026
This Dentist Services Agreement, including the Business Associate Agreement in Exhibit A (together, the "Agreement"), is between:
Hatt Consulting GmbH, doing business as AlignerService, Bernerstrasse 11, 5400 Baden, Switzerland ("AlignerService", "we", "us"); and
the licensed dentist who accepts this Agreement, together with the dental practice entity through which the dentist practices (jointly and severally, the "Dentist", "you").
How you accept this Agreement
You accept this Agreement once, by checking the acceptance box when your practice registers with AlignerService. Your acceptance covers all cases your practice submits from then on, and no signature is needed for individual cases. By accepting, you confirm that you have authority to bind yourself and your practice entity. Your practice is responsible for ensuring that every dentist who submits cases through it complies with this Agreement. We keep a record of your name, the date and time of acceptance, and the version you accepted, and we send you a copy by email.
Existing customers. If your practice already works with us, you accept this Agreement by checking the acceptance box on the page we send you by email. If you submit a case after the date stated in that email without having done so, submitting the case constitutes your acceptance.
Cases already in progress. This Agreement also applies to all cases you submitted before accepting it, including Services already provided.
1. Who we are and what we do
1.1 Our team. AlignerService is a Swiss company. Our team consists of dentists and orthodontists who are licensed outside the United States. No member of our team is licensed to practice dentistry in any U.S. state, and we do not hold ourselves out as such.
1.2 The Services. At your request and for patients you have examined, we provide:
(a) a case difficulty assessment (Easy, Moderate, Complex or Referral);
(b) setup recommendations and instructions to the aligner manufacturer, and review of the manufacturer's proposed setup, inside the manufacturer's doctor portal;
(c) written clinical support to you during treatment, including revision and refinement recommendations;
together, the "Services". The scope of each service level is described in our current U.S. price list.
1.3 What the Services are not. The Services are technical and educational support to you as the treating dentist. We do not examine patients, we do not diagnose, we do not prescribe, and we do not approve or order treatment. We do not provide a radiographic diagnosis. Where we comment on images, we point out findings for you to evaluate. Our output is a recommendation to you, not a treatment decision.
1.4 We do not produce aligners. The aligner manufacturer designs and produces the aligners. We are not responsible for the manufacturer's software, design, production, delivery or products.
2. You are the sole treating dentist
2.1 Sole treating dentist. You remain the sole treating dentist in all respects for all patients. You alone are responsible for examination, diagnosis, treatment planning decisions, informed consent, prescription, approval of any setup, treatment, monitoring, and all communication with the patient.
2.2 No patient relationship. No dentist-patient relationship exists between AlignerService, or any member of our team, and any of your patients. We have no contact with your patients, and you will not refer patients to us or present us to patients as their treatment provider.
2.3 Your independent judgment. You will review every recommendation and proposed setup with your own professional judgment before approving it. You may accept, change or reject any recommendation. Approval of a setup in the manufacturer's portal is your decision and your responsibility.
2.4 Informed consent. You will obtain, before treatment, each patient's informed consent to treatment and consent to the sharing of their records with AlignerService as a business associate located outside the United States, in a form that meets the law that applies to you.
3. What you confirm for every case
Each time you submit a case, you confirm, without any further signature, that:
(a) you have examined the patient in person;
(b) you have taken or obtained, and reviewed, the diagnostic records required by the law of the state where the patient is treated, including radiographs where required;
(c) you have diagnosed the patient and determined that clear aligner treatment may be appropriate;
(d) you will prescribe the aligners and supervise the treatment yourself; and
(e) the records you share are complete, accurate and of diagnostic quality.
For patients treated in Texas, you will keep a written record of (a) to (d) for each case for at least seven (7) years and give us a copy on request.
4. Licensure and representations
4.1 Licensure. You hold, and will maintain, a valid, unrestricted license to practice dentistry in each state where you treat patients for whom you use the Services, and any permits that state requires for orthodontic or teledentistry treatment.
4.2 Your record. You represent that, except as you have disclosed to us in writing:
(a) your license has never been revoked, suspended, restricted or placed on probation;
(b) you are not excluded, debarred or sanctioned by the OIG or any federal or state health care program; and
(c) you have not been convicted of a health care related offense.
4.3 Changes. You will tell us within five (5) business days if any statement in this section 4 stops being true.
5. Jurisdictions we do not serve
We do not provide the Services for patients treated in Alabama or other states listed on our website from time to time. We may decline any case, or any request within a case, at our discretion, including where we believe the request would require us to practice dentistry under the law of the patient's state.
6. Portal access
6.1 Your authorization. You authorize us to access your cases in the aligner manufacturer's doctor portal, either as a collaborator or, where the manufacturer offers no collaborator access, through credentials you provide.
6.2 Your responsibility. You confirm that granting us this access is permitted under your agreement with the manufacturer. You remain the account holder and are responsible for all approvals and orders placed from your account. We will not approve a setup or place an order on your behalf.
6.3 Credentials. We keep credentials you give us confidential, restrict them to the team members working on your cases, and stop using them when this Agreement ends. You may change your password at any time.
7. Fees and payment
7.1 Fees. You pay per case at the prices in our U.S. price list (alignerservice.com/price-list-usa) in effect when you submit the case. There is no subscription and no monthly fee.
7.2 Payment. Invoices are payable in U.S. dollars within ten (10) business days of the invoice date. Amounts still unpaid thirty (30) days after the invoice date bear default interest at 5% per year (Art. 104 Swiss Code of Obligations) from that date until paid.
7.3 Suspension. We may suspend the Services if an invoice remains unpaid thirty (30) days after the invoice date.
7.4 Taxes. Fees exclude taxes. You pay any taxes that apply to the Services in your jurisdiction, other than taxes on our income.
8. Privacy and HIPAA
8.1 You are a covered entity under HIPAA. We act as your business associate. The Business Associate Agreement in Exhibit A is part of this Agreement and applies to all protected health information we receive from you.
8.2 Our team accesses patient records from outside the United States, including from Switzerland and Argentina. You consent to this.
9. Confidentiality
Each party will keep the other party's non-public business information confidential and use it only for this Agreement, except where disclosure is required by law. If disclosure is required by law, the disclosing party will give the other party prompt notice where permitted. Our methods, case classification criteria, internal tools and know-how are our confidential information. This section survives termination for three (3) years.
10. Records
Patient records belong to you and remain your responsibility. You will keep complete patient records as required by law, including our recommendations you rely on. We may keep copies of our own written recommendations as required by Exhibit A.
11. Insurance
11.1 Your insurance. You will maintain professional liability (malpractice) insurance covering your orthodontic and clear aligner treatment of at least USD 1,000,000 per claim and USD 3,000,000 in the aggregate, and provide a certificate of insurance on request.
11.2 Our insurance. We maintain professional liability insurance covering the Services.
12. Disclaimer
The Services are recommendations based on the records you provide. Clinical outcomes depend on factors outside our control, including diagnosis, patient compliance, biological response and the manufacturer's product. We do not guarantee any treatment result. Except as expressly stated in this Agreement, the Services are provided without any warranty, express or implied, including any warranty of fitness for a particular purpose, to the extent permitted by law.
13. Limitation of liability
13.1 Cap. Our total liability arising out of or in connection with this Agreement, whether in contract, tort or otherwise, is limited to (a) for claims relating to a case, the fees you paid for that case, and (b) in total for all claims, the fees you paid to us in the twelve (12) months before the event giving rise to the claim.
13.2 Excluded damages. We are not liable for indirect, incidental, consequential, special or punitive damages, or for lost profits, revenue, goodwill or data.
13.3 Exceptions. Sections 13.1 and 13.2 do not apply to liability that cannot be limited under the governing law, including liability for intent or gross negligence.
14. Indemnification
You will defend, indemnify and hold harmless AlignerService, its owners, team members and subcontractors from all claims, losses, damages, fines, costs and expenses, including reasonable attorneys' fees, arising out of or relating to:
(a) your examination, diagnosis, treatment, prescription or approval of any setup;
(b) any claim by a patient or patient's representative relating to treatment you provided;
(c) your breach of this Agreement, including section 3 or 4; or
(d) your violation of any law, including the dental practice law of any state.
We will notify you promptly of any claim and cooperate in its defense at your expense.
15. Non-solicitation
During this Agreement and for twelve (12) months after it ends, you will not directly or indirectly hire or engage any member of our team who worked on your cases, without our written consent.
16. Term and termination
16.1 Term. This Agreement starts when you accept it and continues until terminated.
16.2 Termination for convenience. Either party may terminate this Agreement with thirty (30) days' written notice. Cases already started will be completed under this Agreement unless the parties agree otherwise.
16.3 Immediate termination. We may terminate immediately by written notice if any statement in section 3 or 4 is untrue, if you breach section 6, 7 or 14, or if continuing would in our reasonable view expose us to legal or regulatory risk. Either party may terminate if the other commits a material breach not cured within ten (10) days of written notice.
16.4 Effects. On termination, you pay for all Services performed up to the termination date, we remove our access to your portal cases, and Exhibit A section 8.3 applies. Sections 2, 7, 9, 10, 12, 13, 14, 15, 17 and 18 survive termination.
17. Governing law and dispute resolution
17.1 Governing law. This Agreement is governed by the substantive laws of Switzerland, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods. Nothing in this section displaces HIPAA or other mandatory law that applies regardless of the parties' choice of law.
17.2 Arbitration. Any dispute, controversy or claim arising out of or in relation to this Agreement, including its validity, invalidity, breach or termination, will be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date the Notice of Arbitration is submitted. The number of arbitrators is one. The seat of the arbitration is Zurich, Switzerland. The arbitration will be conducted in English. Hearings may be held by video conference.
17.3 Collection of fees. As an alternative to arbitration, AlignerService may bring a claim for unpaid fees in any court with jurisdiction over you, including the courts where your practice is located.
17.4 Interim relief. Either party may seek interim or injunctive relief from any competent court.
17.5 Individual claims only. Claims may be brought only on an individual basis, not as a plaintiff or class member in any class, collective or representative proceeding.
18. General
18.1 Independent contractors. The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, agency or joint venture relationship.
18.2 Order of precedence. In case of conflict, Exhibit A prevails for matters concerning protected health information; otherwise this Agreement prevails over any order form, email or website terms.
18.3 Changes to this Agreement. We may update this Agreement by notifying you by email at least thirty (30) days before the change takes effect. The updated version applies to cases submitted after that date. If you do not agree, you may terminate under section 16.2.
18.4 Notices. Notices are given by email to the address you registered with, and to us at mail@hattconsulting.com with a copy to helle@alignerservice.com. Email notice is effective when sent, unless the sender receives a delivery failure.
18.5 Assignment. You may not assign this Agreement without our written consent. We may use subcontractors bound by obligations at least as protective as this Agreement, and may assign this Agreement to a successor of our business.
18.6 No third-party beneficiaries. No patient or other third party has any rights under this Agreement.
18.7 Severability. If any provision is held invalid or unenforceable, it will be replaced by the valid provision closest to its intent, and the rest of the Agreement remains in effect.
18.8 Entire agreement. This Agreement is the entire agreement between the parties about the Services and replaces all prior agreements on that subject.
18.9 Language. This Agreement is made in English.
Exhibit A – Business Associate Agreement
This Business Associate Agreement ("BAA") forms part of the AlignerService Dentist Services Agreement between the Dentist ("Covered Entity") and Hatt Consulting GmbH, doing business as AlignerService ("Business Associate"). It takes effect when the Covered Entity accepts the Dentist Services Agreement.
1. Definitions
1.1 General. The following terms have the meanings given in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information ("PHI"), Required by Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use.
1.2 HIPAA Rules. The Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164, as amended.
2. The PHI involved and where it stays
2.1 PHI involved. Clinical and facial photographs, intraoral photographs, radiographs, CBCT, 3D intraoral scans, age, treatment history and treatment goals, and the patient name or case identifier shown in the doctor portal.
2.2 Where the PHI stays. PHI remains in the aligner manufacturers' doctor portals. Business Associate does not download or store PHI outside those portals, except where a specific case requires it, and then only for as long as needed.
2.3 Communication. Case emails between the parties identify a case by case number and aligner system only, not by patient name or other identifiers. Covered Entity will not send PHI by email unless necessary.
3. Obligations of Business Associate
Business Associate will:
(a) not use or disclose PHI other than as permitted or required by this BAA or as Required by Law;
(b) use appropriate administrative, physical, and technical safeguards, and comply with Subpart C of 45 CFR Part 164 for electronic PHI, to prevent use or disclosure of PHI other than as provided for by this BAA. This includes individual user accounts, multi-factor authentication where available, encrypted devices, and access limited to the persons who work on Covered Entity's cases;
(c) report to Covered Entity:
any use or disclosure of PHI not provided for by this BAA, including any Breach of Unsecured PHI as required by 45 CFR 164.410, without unreasonable delay and no later than ten (10) business days after discovery;
any Security Incident of which it becomes aware. This section serves as notice of ongoing unsuccessful attempts, such as pings, port scans, and blocked log-in attempts, which require no further notice so long as they do not result in unauthorized access to PHI;
(d) in accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), ensure that any Subcontractor that creates, receives, maintains, or transmits PHI on behalf of Business Associate agrees in writing to the same restrictions, conditions, and requirements that apply to Business Associate;
(e) make PHI in a Designated Record Set available to Covered Entity as necessary to satisfy Covered Entity's obligations under 45 CFR 164.524, and forward to Covered Entity within ten (10) business days any request it receives directly from an Individual;
(f) make any amendment to PHI in a Designated Record Set as directed by Covered Entity under 45 CFR 164.526;
(g) maintain and make available the information required for Covered Entity to provide an accounting of disclosures under 45 CFR 164.528;
(h) to the extent Business Associate carries out an obligation of Covered Entity under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to Covered Entity in performing that obligation;
(i) make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules.
4. Permitted uses and disclosures
4.1 Business Associate may use and disclose PHI only as necessary to perform the Services.
4.2 Business Associate may use or disclose PHI as Required by Law.
4.3 Business Associate will limit its uses, disclosures, and requests of PHI to the Minimum Necessary.
4.4 Business Associate will not use or disclose PHI in a way that would violate Subpart E of 45 CFR Part 164 if done by Covered Entity, except as set out in 4.5 and 4.6.
4.5 Business Associate may use and disclose PHI for its proper management and administration or to carry out its legal responsibilities. A disclosure for these purposes is permitted only if it is Required by Law, or if Business Associate obtains reasonable assurances from the recipient that the PHI will remain confidential, will be used or further disclosed only as Required by Law or for the purpose for which it was disclosed, and that the recipient will notify Business Associate of any instance in which the confidentiality of the PHI has been breached.
4.6 Business Associate will not sell PHI and will not use PHI for marketing. Business Associate may de-identify PHI in accordance with 45 CFR 164.514(a)-(b) and use de-identified information for its own business purposes. Business Associate will not use case material in teaching or publications without Covered Entity's prior written consent.
5. Obligations of Covered Entity
Covered Entity will:
(a) notify Business Associate of any limitation in its Notice of Privacy Practices, any change to or revocation of an Individual's permission, and any restriction agreed to under 45 CFR 164.522, to the extent it may affect Business Associate's use or disclosure of PHI;
(b) not ask Business Associate to use or disclose PHI in any manner that would not be permitted under Subpart E of 45 CFR Part 164 if done by Covered Entity;
(c) provide only the PHI that is necessary for the Services.
6. Location of Business Associate
Covered Entity acknowledges that Business Associate is located in Switzerland, and that Business Associate's workforce members, some of whom work remotely from other countries, access PHI from outside the United States. All workforce members who access PHI are bound by written confidentiality obligations and trained in the requirements of this BAA. Business Associate is also subject to the Swiss Federal Act on Data Protection. Business Associate will apply the safeguards in this BAA wherever PHI is accessed.
7. Liability
The limitation of liability in section 13 of the Dentist Services Agreement applies to this BAA. Each party is responsible for its own acts and omissions under this BAA.
8. Term and termination
8.1 Term. This BAA continues for as long as Business Associate provides the Services or holds PHI received from Covered Entity.
8.2 Termination for cause. If either party determines that the other has violated a material term of this BAA, it may terminate this BAA and the Dentist Services Agreement if the violation is not cured within thirty (30) days of written notice.
8.3 Obligations on termination. On termination, Business Associate will return to Covered Entity, or destroy, all PHI it holds outside the aligner manufacturers' portals, and will remove its access to Covered Entity's cases. If return or destruction is not feasible, Business Associate will extend the protections of this BAA to that PHI and limit further uses and disclosures to the purposes that make return or destruction infeasible, for as long as it holds the PHI.
8.4 Survival. Section 8.3 survives termination.
9. Miscellaneous
9.1 Regulatory references. A reference to a section of the HIPAA Rules means the section as in effect or as amended.
9.2 Amendment. The parties will amend this BAA as necessary to comply with the HIPAA Rules. Business Associate may update this BAA for that purpose under section 18.3 of the Dentist Services Agreement.
9.3 Interpretation. Any ambiguity in this BAA will be resolved to permit compliance with the HIPAA Rules.
9.4 No third-party beneficiaries. Nothing in this BAA gives any third party any rights.
9.5 Governing law. This BAA is governed by the HIPAA Rules and, to the extent not preempted, by the law chosen in section 17 of the Dentist Services Agreement. Disputes are resolved under section 17 of the Dentist Services Agreement.