Terms & Conditions

1. DEFINITIONS

“Company” means Caladore Ltd.
“Client” means any business purchasing Services or Products.
“Services” include consultancy, formulation, product development, sourcing, white label, and contract manufacturing.
“Products” means any goods developed, supplied, or manufactured.
“SOW” (Statement of Work) means any written quotation, proposal, or scope document.
“Intellectual Property” or “IP” means formulations, processes, concepts, designs, know-how, and all related rights.

2. BASIS OF CONTRACT (B2B ONLY)

2.1 All Services and Products are supplied business-to-business only. The Client confirms it is acting in the course of business.

2.2 These Terms apply to all engagements and override any Client terms unless agreed in writing.

2.3 A contract is formed only when:

• a SOW or quotation is accepted in writing, and
• any required deposit is received

3. SCOPE OF SERVICES

3.1 Services will be delivered as outlined in the SOW.

3.2 Any changes to scope require written agreement and may:

• affect timelines
• incur additional fees

3.3 The Company does not guarantee:

• commercial success
• market performance
• compatibility with all packaging or environments

4. CONSULTANCY & ADVISORY DISCLAIMER

4.1 All consultancy, guidance, and recommendations are provided in good faith based on industry knowledge.

4.2 The Client acknowledges:

• all decisions are made at their own risk
• they are responsible for commercial outcomes

4.3 The Company shall not be liable for:

• business decisions made based on advice
• product positioning, claims, or marketing outcomes

5. PRODUCT DEVELOPMENT TERMS

5.1 Development includes formulation, sampling, and iteration.

5.2 Unless otherwise agreed:

• up to 3 formulation revisions are included
• additional revisions are chargeable

5.3 Timelines are estimates only and depend on:

• feedback speed
• material availability

5.4 The Client must provide prompt and clear feedback. Delays may impact delivery schedules.

6. INTELLECTUAL PROPERTY

6.1 All IP created by the Company remains its property unless otherwise agreed in writing.

6.2 Upon full payment, the Client is granted a non-exclusive licence to use the final formulation for commercial purposes.

6.3 The Company retains the right to:

• reuse base formulations
• apply general knowledge, techniques, and processes

6.4 Exclusivity or full IP ownership transfer:

• must be agreed in writing
• is subject to additional fees

6.5 No rights are granted until all invoices are paid in full.

7. REGULATORY COMPLIANCE

7.1 The Client is solely responsible for ensuring compliance with all applicable laws, including the UK Cosmetics Regulation.

7.2 This includes (but is not limited to):

• CPSR (Cosmetic Product Safety Report)
• Responsible Person designation
• product registration (e.g. SCPN)
• labelling compliance
• ingredient and allergen declarations
• claims substantiation

7.3 The Company does not act as the Responsible Person unless explicitly agreed in writing.

8. TESTING & APPROVAL

8.1 The Client is responsible for:

• stability testing
• compatibility testing
• microbiological testing
• user trials

8.2 No Product should be sold until all necessary testing and approvals are completed.

8.3 Samples approved by the Client constitute acceptance of the formulation and performance.

9. MANUFACTURING TERMS

9.1 Manufacturing begins only after:

• written approval of samples
• confirmation of packaging
• deposit payment

9.2 Minimum order quantities (MOQs) apply.

9.3 Lead times are estimates and may vary.

9.4 The Client is responsible for:

• final sign-off on specifications
• artwork and labelling accuracy

10. MATERIALS & PACKAGING

10.1 If the Client supplies materials or packaging:

• the Company accepts no liability for defects or incompatibility

10.2 If sourced by the Company:

• substitutions may occur due to availability

10.3 Natural ingredients may vary in:

• colour
• scent
• texture
• This does not constitute a defect.

11. INSPECTION & ACCEPTANCE

11.1 The Client must inspect all goods within 3 working days of delivery.

11.2 Any issues must be reported in writing within this period.

11.3 Failure to do so constitutes acceptance of the goods.

12. RETURNS & DEFECTS

12.1 Due to the bespoke nature of Products:

• no returns are accepted unless defective

12.2 The Company will, at its discretion:

• replace
• repair
• or credit defective goods

12.3 No further compensation will be provided.

13. FEES & PAYMENT TERMS

13.1 Fees are as stated in the SOW.

13.2 Standard terms:

• 50% deposit before work or production
• balance due prior to dispatch

13.3 Late payments may result in:

• suspension of work
• storage charges
• withholding of goods

13.4 Interest may be charged on overdue invoices.

14. STORAGE & DELIVERY

14.1 Goods must be collected or shipped promptly after completion.

14.2 Storage beyond agreed timelines may incur fees.

14.3 Risk passes to the Client upon:

• dispatch or collection

15. CANCELLATION

15.1 Orders may only be cancelled within 24 hours of confirmation.

15.2 After this period:

• cancellation is at the Company’s discretion
• costs incurred will be charged

16. LIMITATION OF LIABILITY

16.1 To the fullest extent permitted by law:

• liability is limited to the value of the relevant order or service

16.2 The Company shall not be liable for:

• loss of profits
• brand damage
• recall costs
• indirect or consequential losses
• third-party claims

16.3 Nothing excludes liability under the Consumer Rights Act 2015 where applicable.

17. INDEMNITY

The Client agrees to indemnify the Company against any claims arising from:

• product misuse
• regulatory breaches
• incorrect labelling
• failure to conduct proper testing
• resale or distribution of Products

18. CONFIDENTIALITY

Both parties agree to keep confidential:

• formulations
• processes
• pricing
• business information
• This obligation continues after termination.

19. FORCE MAJEURE

The Company shall not be liable for delays caused by events beyond its control, including:

• supplier issues
• logistics disruptions
• natural events

20. TERMINATION

The Company may terminate services if:

• payment is not made
• terms are breached
• the project becomes unviable
• All completed work remains chargeable.

21. GOVERNING LAW

These Terms are governed by the laws of England and Wales.