OXFORD COSMETICS

General Terms of Business

Part A - How we work together

Your Order sets out the job. Your signed proposal, quotation or brief records exactly what is included - how many formulas, samples, amendment rounds, tests and territories. We keep that explicit so you always know what you are paying for, and so we can quote fairly for anything you would like to add.

Formulation is genuine development work. We bring real care and skill to your targets, but most briefs contain some tension - texture against cost, natural content against stability, ambition against timeline. Where targets pull against each other, we may say so during the formulation proposal stage for you to make a decision on how to proceed.

Projects evolve, and that is normal. A new ingredient, an extra round, a change of direction or a second market are all things we are glad to take on. These will be quoted separately, as they will require rework. Fragrance and feel are personal. We work to the direction in your signed brief, which is why we spend time getting that brief right at the start. If we feel a sample meets the brief and you would like to explore a different direction, we will treat that as a new piece of work and price it for you.

Ingredients come from third parties. Unless your brief says otherwise, we select the ingredients we consider best suited to your product from a range of suppliers. Availability, minimum order quantities and prices are set by those suppliers and can change, so tell us early if multi-supplier sourcing matters to you. Testing gives you evidence, and evidence has edges. A result speaks for the sample, packaging and conditions we tested. If something fails, that is a useful finding rather than a wasted exercise, and we will talk you through what it means and what resolving it would involve.

Unless otherwise stated, your bespoke formula becomes yours once it is paid for. Ownership or licence of the formula and other project outputs takes effect when the relevant invoices are settled, on the terms set out in your Order.

Part B - Terms and conditions

1. These terms and your Order

1.1 These Terms govern every contract under which we provide Services. A proposal, quotation, statement of work, project brief or change order that we accept is an “Order”. Each Order and these Terms together form one Contract.

1.2 Where documents say different things, priority runs: signed Change Order, then Order, then these Terms, then any other project document - and only to the extent of the difference. Your own purchase terms will not apply unless we agree to them in writing.

1.3 You accept these Terms by signing an Order, paying a deposit, sending materials for work to begin, or otherwise asking us to start.

2. Definitions

Client, you: the client name or business identified in the Order, which confirms it is acting wholly or mainly for business purposes.

Services and Deliverables: the work and outputs listed in your Order, which may include formulae, samples, consultancy reports, assessments, research, recommendations, technical advice, test reports, a CPSR, PIF materials, specifications or fragrance submissions.

Product/Service: the cosmetic product, or proposed product or service described in the Order.

Background IP: intellectual property either of us owns or develops independently of the Contract, including methods, templates, know-how, libraries and standard bases.

Project IP: intellectual property first created specifically for you in carrying out the Services, other than Background IP and third-party rights.

Applicable Law: the laws, regulations and regulatory guidance that apply to the Services, Product and territory stated in the Order.

Business Day: a day other than a Saturday, Sunday or English public holiday.

3. Scope

3.1 We will provide the Services and Deliverables described in your signed brief or quote using reasonable care and skill. Timings assume that dependencies on your side arrive when expected and that responses come back within the agreed review periods. Unless your Order states that a date is fixed, timings also reflect our production schedule at the time of quoting. If you have a deadline, or need us to work to an urgent timeline, please tell us before the Order is signed and we will confirm in writing whether we can commit to it, on what basis and if there is a surcharge involved.

3.2 Scope, price and timetable rest on the assumptions recorded in your Order and brief - intended use, market, claims, packaging, ingredient restrictions, certifications, benchmarks, batch size and launch date. If one of those changes, clause 4 sets out how we handle it.

4. Changes to a project

4.1 A change includes, but is not limited to, any new or altered requirement such as sensory direction or feel, ingredient, restriction, certification, claim, benchmark, fragrance direction, format, packaging component supplier, market, test protocol, sample quantity, batch size, timetable or Deliverable - and any request to revisit work already approved.

4.2 When a change comes up, we will usually pause the affected work and come back to you with a an outline setting out the revised scope, assumptions, fees and timing. We will start the changed work once you have approved it and settled any amount requested.

4.3 If a comment points towards extra rounds, a new variant or a different direction, we will flag it and quote accordingly.

5. What we will need from you

5.1 Projects run best when a few things are in place early. We will ask you to: share a complete written brief covering intended use, users, claims, restrictions, benchmarks, certifications, packaging and any commercial constraints; tell us about allergens, sensitivities, ingredients to avoid, ethical requirements and other non-negotiables before we begin; send us lawful, authentic and suitable samples, packaging, ingredients, technical files and supplier documents, in workable quantities; nominate one decision-maker and gather feedback into a single response by the agreed date;– review Deliverables for commercial fit, claims, artwork, pack information and market requirements;

and

hold off manufacturing, selling, advertising, distributing or otherwise using a development sample as a finished product until every required approval, safety assessment, test and notification is complete.

5.2 We work from the information you give us and do not independently verify it. Where something turns out to have been inaccurate, incomplete or superseded, any delay or rework that follows will sit outside the original quote - please let us know if something changes.

6. Formulation development

6.1 Formulation is iterative, experimental work. We will use reasonable care and skill to pursue the agreed technical and sensory targets. We cannot promise that every target, preferred ingredient, benchmark characteristic, claim, certification, cost target and launch date will land together. Where we are managing the project end to end and we identify that these pull against each other, we will say so and work through the trade-offs with you. We have no control over third-party suppliers’ timelines, specifications or availability, and we cannot accept responsibility for delay or rework arising from them unless we have expressly agreed otherwise in writing.

6.2 Your Order sets out how many concepts, prototypes, amendment rounds and sample units are included. A round means one consolidated set of feedback on one submission, followed by the work described. Unused rounds expire on approval or project close and have no cash value. Feedback that arrives split across sources, contradictory, very late, or carrying materially new requirements may need to count as a further round - we will tell you if we think it does before starting.

6.3 We may suggest an alternative to, or occasionally decline, a requested ingredient, claim, process, packaging choice or target where we believe it is unsafe, unstable, incompatible, unlawful, unsupported or at odds with the brief. We will always explain our reasoning. A formula that has worked elsewhere, or a supplier’s assurance, is not on its own evidence of suitability for your Product.

6.4 Laboratory samples can differ from pilot or production batches because of equipment, process, raw-material lots, scale, environment and packaging, and natural and fragranced materials vary in colour, odour and appearance. Scale-up, production transfer and batch optimisation are separate Services.

6.5 Ingredient selection. Unless your Order or brief specifies particular ingredients or suppliers, we will select ingredients we consider best suited to the brief from a range of suppliers. Ingredient availability, minimum order quantities, specifications and pricing are set by third-party suppliers and can change. We are not responsible for a supplier discontinuing an ingredient, altering its minimum order quantity or specification, or changing its price after a formula is developed, and any reformulation, re-qualification or retesting that follows is chargeable as a change under clause 4. Nominally equivalent ingredients from different suppliers can vary in consistency, colour, odour and performance, and substitution may require reformulation and further testing. If you require ingredients to be available from more than one supplier, please tell us at brief stage: this is achievable, but it narrows the range of ingredients we can select from and may affect cost, sensory outcome and timeline. Additionally, we can test for multiple supplier ingredients if needed for your requirements, this will add to your scope and therefore, cost.

6.6 For formulation work, where we ask you to provide reference products, benchmarks or examples, these are used to help create a shared understanding of your preferences and the intended formulation direction. This is particularly helpful where sensory, performance or technical characteristics may be difficult to describe without specialist formulation knowledge.

Reference products and benchmarks are therefore indicative only. We do not guarantee that the final formulation will match, replicate or reproduce any referenced or benchmarked product.

Your agreed brief sets out the formulation direction and scope of the development work. Any characteristic, requirement, claim, ingredient, performance target or other specification that is not stated in, or otherwise expressly agreed as part of, the brief is not included within the scope of work.

6.7 For all formulation work we retain authorship.

7. Sensory preference

7.1 Sensory qualities - fragrance, colour, appearance, slip, spread, absorption, after-feel, tack, richness and perceived performance - are subjective. So that we share a reference point, we assess submissions against the objective requirements and sensory direction recorded in the signed brief. A change of preference, or a view that sits outside the brief, is not in itself a failure of care and skill or a defect in the Services.

7.2 Feedback helps most when it is specific, gathered into one response and tied back to the brief. Where requirements pull against each other, we may ask you to help us prioritise.

7.3 If a submission has drifted from the agreed brief, or a small adjustment is needed, we will put that right using one of your included amendment rounds. If we feel it meets the brief and you would like to explore a different direction, we will handle that as a change under clause 4.

8. Bespoke fragrance development

8.1 Your Order sets out the included directions, submissions and amendment rounds. It is worth knowing that a fragrance assessed on a blotter, neat, in a different base or at a different dose can smell noticeably different in the finished Product.

8.2 Fragrance can affect colour, odour over time, stability, viscosity, safety assessment, allergen labelling and packaging compatibility. Final approval is therefore made in the final base, at the final concentration, in the intended packaging. Changes to the base, concentration, packaging, claims, intended use, supplier or market may call for further fragrance work, testing and regulatory review, which we would quote for.

8.3 We cannot promise exclusivity, consumer preference, an exact match to a reference scent, or complete consistency between batches. Where exclusivity, ownership, a minimum order, a territory or a buy-out matters to you, we will set it out in your Order, subject to the fragrance house’s own terms.

8.4 Where reference products or product benchmarks are identified in your brief, these are provided as a guide to the intended development direction only. We cannot guarantee an exact match or replication of any reference product, including its fragrance, sensory profile, performance or other characteristics.

Fragrance formulation is iterative and experimental development work and is subject to the formulation and development provisions set out in Clause 6, including the limitations relating to development targets, iterations and outcomes.

8.5 For all fragrance projects we retain authorship.

9. Stability, compatibility and microbiological testing

9.1 Testing tells you how specified samples behaved under specified conditions over a stated period. It is strong evidence and it meaningfully reduces risk, but it cannot show how a product will behave in every manufacturing, transport, storage, retail and consumer situation, and it does not by itself guarantee a shelf life or period after opening.

9.2 Your Order or test plan identifies the sample, batch, packaging, conditions, duration, observations, acceptance criteria and reporting points, and covers those items.

9.3 Compatibility findings apply to the exact packaging components, decoration, closure, liner, applicator and supplier lot tested, so we will need production-representative packaging from you. A packaging change - including a visually similar item from a different supplier - can affect whether earlier results still hold.

9.4 We may need to stop or amend a test if there is a material failure, a safety concern, a shortage of sample, an equipment incident or an invalid condition. A failure or adverse trend is a real result rather than a fault in the testing service. Investigating, reformulating, repeating or extending testing is chargeable.

9.5 Reports relate to the samples and conditions tested. Unless your Order says otherwise, we may dispose of retained samples 90 days after the final report or project closure.

10. Regulatory preparation

10.1 Unless we are expressly appointed under a separate written agreement, we are not the Responsible Person, manufacturer of record, importer, distributor or notifier, and we do not take on those legal duties.

10.2 A CPSR is prepared for a specific final formula, intended use, exposure, target population, packaging and territory, using the information available at the assessment date. Part B is completed and signed by a suitably qualified safety assessor.

10.3 PIF preparation means compiling and organising the materials listed in your Order. The Responsible Person keeps the duty to ensure the PIF is complete, accurate, readily accessible, maintained and retained for the required period. We will need you to supply manufacturing method and GMP evidence if you are not formulating with us, claims substantiation, artwork, labels, test data, adverse-event and animal-testing information, and any other records we do not hold.

10.4 Regulatory conclusions reflect the law, guidance, scientific knowledge and documents available at the time. A change to the formula, raw-material supplier, specification, impurity profile, fragrance, packaging, claim, artwork, intended use, target population, territory or law may call for a revised CPSR, a PIF update, new testing or notification. Ongoing monitoring and future updates sit outside scope unless your Order includes them.

10.5 A draft or final CPSR or PIF is not in itself authorisation to sell. Final compliance, label review, claims evidence, notification before market placement, PIF availability and post-market obligations rest with the Responsible Person.

10.6 Where we are not the Responsible Person. We will provide the information and documents corresponding to the Deliverables you have paid for. Where a Responsible Person, distributor, retailer, notifier or authority requests further information, review or support beyond those Deliverables, and this requires time from our team, we will quote for that time at our then-current rates before carrying it out.

10.7 Where we act as the Responsible Person. Responsible Person services are provided only under a separate written agreement and our Responsible Person terms, which take precedence on that subject. We will accept an appointment only where we are satisfied that the necessary compliance work has been completed and will continue to be maintained. If, while we are appointed, we identify that a Product is being placed on the market or operated in a non-compliant manner, we may suspend the affected services immediately and resign the appointment on written notice, taking such steps as the law requires of us. You remain responsible for the consequences of that non-compliance, including the cost of new packaging or artwork, corrective action, retesting, notification and our additional team time.

11. Review and approval

11.1 Typically we will ask you to review each submission and come back with one consolidated written response within 10 Business Days, unless your Order sets a different period - either approving it, or telling us specifically where it does not meet the agreed brief, acceptance criteria or scope. Multiple written amends received after amendment work has started will create additional work and therefore add to your cost.

11.2 Approving a formula, fragrance, packaging choice, specification, test plan or artwork closes that stage, which is what lets us commit properly to the next one. Reopening a closed stage is a change under clause 4 - unless it is needed purely to correct a proven failure on our side to meet the agreed objective requirements.

12. Timings

12.1 Dates are estimates unless your Order states that a date is fixed. The timetable begins once we hold the signed Order, deposit, complete brief and all required materials. We are not able to take responsibility for delay caused by outstanding dependencies, third parties, supply shortages, retesting, regulatory or assessor queries, events outside our control, or changes you have approved.

12.2 If we have not heard from you, or a dependency is still outstanding, after 20 Business Days, we may place the project on hold so that bench time can go to other work. Restarting depends on capacity and current lead times, and a reasonable restart fee applies. If a project stays inactive for 60 days we may close it and invoice for work done and costs committed; picking it up later may need a new Order.

13. Fees and payment

13.1 Fees, deposits, milestones, third-party costs, taxes and expenses are set out in your Order and are exclusive of VAT unless stated otherwise.

13.2 Deposits reserve laboratory bench, or general resource capacity for you, so they are non-refundable once work has begun - except where the law requires otherwise, or where we bring the Contract to an end without any default on your side before doing the corresponding work.

13.3 Invoices are payable within the timeframe stated on the invoice date, unless your Order or the invoice states a different period. We may ask for payment in advance for laboratory work, third-party testing, safety assessment, raw materials, packaging and couriers. Third-party costs and special purchases such as custom work cannot be cancelled once committed and remain payable in full, whether or not the project continues. Final Deliverables are released on receipt of payment of all sums due for the relevant work; where a final invoice is issued on delivery, it is payable before release.

13.4 Late payments carry interest and recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998. While an undisputed amount is overdue, we may pause work, hold Deliverables and hold off on new instructions. We would always rather talk first - but a pause does extend the timetable and can bring restart costs.

13.5 Advance payments and work undertaken

Where fees are paid in advance, those sums are payments on account of the Services and may be applied against work undertaken and costs incurred or committed in connection with your project.

Work undertaken includes, where applicable, project planning, research, technical assessment, formulation or development work, sourcing and supplier enquiries, calculations, preparation, internal review, meetings, project management, regulatory work and the preparation of Deliverables, including work in progress which has not yet resulted in a final Deliverable.

If the Contract or a particular Service ends after work has begun, we will determine the fees earned up to that point by reference to the work undertaken, the agreed project or milestone fees and, where appropriate, the rates stated in your Order. We may retain and apply sums already paid against those fees and against any third-party costs or other costs already committed for your project.

We will not charge twice for the same work. If the amount properly due to us is less than the amount you have paid, we will refund the remaining balance. If it is more, the outstanding balance remains payable in accordance with these Terms.

14. Intellectual property

14.1 We keep our own Background IP. Nothing in the Contract transfers our methods, know-how, templates, test methods, standard bases, libraries, software, general improvements or skills, even where they are used in the Services.

14.2 Bespoke formulation and consultancy work

Unless otherwise stated in the relevant Order:

(a) Bespoke formulation. For bespoke formulation projects, you will own the final formula developed specifically for you once all fees relating to that formulation work have been paid in full.

(b) Consultancy and advisory Services. For consultancy, technical advisory, research, commercial viability assessments, sourcing assessments and similar bespoke Services, you will own the Project IP created specifically for you and contained in the final Deliverables once all fees relating to that work have been paid in full.

(c) Background IP. Our Background IP remains our property at all times. This includes our methodologies, processes, research methods, templates, frameworks, know-how, technical knowledge, supplier knowledge, libraries, standard materials and general skills and experience, whether or not they are used in producing a Deliverable.

Where our Background IP is incorporated into a Deliverable, we grant you a perpetual, worldwide, royalty-free, non-exclusive licence to use that Background IP to the extent reasonably necessary to use the Deliverable for your business and the Product or project to which the Deliverable relates.

Nothing prevents us from using our general knowledge, skills, experience, methodologies and learnings in other work, provided that we do not disclose your confidential information or Project IP.

14.3 Any ownership or licence granted under this clause takes effect only once all sums due for the relevant work have been paid in full. Third-party materials, including supplier, fragrance house, software, testing and assessor materials, remain subject to their respective owners' rights and terms. Development samples and confidential formulae are not to be reverse engineered, disclosed, reproduced, manufactured from or commercialised before final project payment.

14.4 You grant us a non-exclusive, royalty-free licence to use your materials and intellectual property solely to carry out, document and defend the Services, and you confirm that this use will not infringe anyone else’s rights. This licence continues after the Contract ends for so long as we may need it to document or defend the Services.

15. Confidentiality, publicity and data

15.1 Each of us will keep the other’s confidential information confidential, use it only for the Contract, and share it only with people, advisers and subcontractors who need it and are bound to keep it confidential. This does not cover information that is already public other than through a breach, already lawfully known, independently developed, or lawfully received without restriction. Either of us may disclose where the law or a competent authority requires it, giving advance notice where we lawfully can. Where a separate non-disclosure agreement is in place between us, that agreement takes precedence on confidentiality.

15.2 We keep archival copies for legal, insurance, quality and regulatory purposes. Neither of us will use the other’s name, marks or project details in publicity without asking first - and we are always pleased to be asked.

15.3 Each of us will comply with applicable data protection law. We act as independent controllers for business contact and project administration data. If we are to process personal data on your behalf, we will agree a data-processing schedule before that begins.

16. Our warranty, and putting things right

16.1 We warrant that we will carry out the Services with reasonable care and skill and will materially follow the agreed scope. If you let us know in writing, with detail, within 30 days of delivery or of discovering a hidden problem and we agree, we will either redo the affected Service or refund the fees paid for it, whichever we judge more useful. That is your main contractual remedy, subject to clause 17 and to any rights that cannot lawfully be excluded.

16.2 Beyond what is expressly stated, we are not able to warrant that a Product will be commercially successful, preferred by any particular person, registrable, patentable, non-infringing, continuously available, compatible with packaging we have not tested, stable outside tested conditions, accepted by an authority or assessor, or suitable for a market, claim or use not stated in your Order.

17. Liability

17.1 Nothing in the Contract excludes or limits liability that cannot lawfully be excluded, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

17.2 Subject to clause 17.1, neither of us is liable to the other for indirect or consequential loss, or for loss of profit, revenue, sales, anticipated savings, business opportunity, goodwill, reputation, production time or product recall, whether direct or indirect. We are also not liable for loss arising from information supplied by you or a third party, unauthorised use, manufacture outside agreed specifications, altered formulae or packaging, warnings not followed, or a Product placed on the market before the required compliance steps are complete.

18. Indemnity

18.1 You agree to cover us against third-party claims, losses and reasonable costs that arise from matters within your control, namely: (a) your materials or instructions infringing someone’s rights or breaching the law; (b) claims, artwork, labels, advertising or territories that were not approved within scope; (c) unauthorised alteration, manufacture, sale or use of a Product or Deliverable; (d) a breach of your regulatory or Responsible Person obligations; or (e) where we are appointed as your Responsible Person, any non-compliance arising from your acts, omissions or information. This does not apply where the claim is caused by our own negligence or breach.

19. Ending a project

19.1 We may end a Contract on written notice if the other commits a material breach and, where it can be remedied, does not remedy it within 14 days of being told, or becomes insolvent. We may also pause or end a Contract straight away for non-payment, where an instruction would be unsafe or unlawful, where our team is treated abusively, or where a conflict of interest prevents us performing properly.

Where we end or pause a Contract for one of these reasons, or you cancel or end a Contract without cause after work has begun, fees for work already undertaken and costs already incurred or committed remain payable. Any sums paid in advance will be applied in accordance with clause 13.5. The fact that a final Deliverable has not yet been issued does not mean that work undertaken in preparing that Deliverable is unchargeable.

Nothing in this clause permits us to charge twice for the same work or affects any right to a refund arising because of our material breach of the Contract.

19.2 Clauses that are meant by their nature to continue after a Contract ends will do so, including payment, intellectual property, confidentiality, liability, indemnity, records, disputes and governing law.

20. General

20.1 Subcontracting. We may work with suitably qualified employees, laboratories, safety assessors, fragrance houses and subcontractors, and we stay responsible for our own performance, subject to any agreed third-party terms.

20.2 Compliance. Each of us will comply with Applicable Law on anti-bribery, sanctions, modern slavery, health and safety and the environment.

20.2a Please identify any hazardous materials and send handling and transport information with them. Development samples are for evaluation only: keep them away from children, do not sell or distribute them, and use them as instructed.

20.3 Events outside reasonable control. Neither of us is liable for delay or failure caused by events beyond reasonable control. Whoever is affected will let the other know and take reasonable steps to limit the impact. If such an event runs for more than 60 days, either of us may end the affected Services, with nothing owing beyond accrued fees and committed costs.

20.4 Assignment. You may transfer the Contract only with our written consent; we may transfer it as part of a genuine business transfer, on notice to you.

20.5 Notices. Formal notices go in writing to the postal and email addresses indicated on your Order and email notices count as received on the next Business Day if no delivery failure comes back. Everyday project correspondence is not a formal notice of breach or termination unless it clearly says so.

20.6 Severance and waiver. If a provision turns out to be invalid, it will be adjusted to the smallest extent needed, or removed, and the rest carries on. Not enforcing a right straight away does not waive it, a waiver counts only if it is given in writing, and waiving one breach does not waive any later or continuing breach.

20.7 Entire agreement. The Contract is the whole agreement on its subject and replaces earlier discussions, without limiting liability for fraud. Nobody outside the two of us has rights under the Contracts (Rights of Third Parties) Act 1999.

20.8 Disputes. If something goes wrong, we will first put it to senior people on both sides, who will meet in good faith within 10 Business Days, and we will consider mediation before anyone issues proceedings - except where urgent injunctive or debt-recovery action is genuinely needed.

20.9 Governing law. The Contract, and any non-contractual obligations arising from it, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

21 Use of our materials with AI tools

21.1 Our Terms, service documentation, methodologies, templates, guidance materials and other proprietary content are our intellectual property. You must not upload, submit, reproduce or otherwise provide these materials, in whole or in substantial part, to publicly available artificial intelligence tools or large language models without our prior written consent.

This does not prevent you from obtaining professional legal or other independent advice in relation to our Services.

21.2 Where you use an AI tool to generate questions, interpretations, proposed amendments or commentary relating to our materials any material additional time required for us to review or respond to that content may be treated as additional advisory time and charged at our applicable hourly rate. We will let you know before undertaking chargeable additional review.

Acceptance

These are our General Terms of Business. The version that applies to your project is the one named or linked on your order. These Terms apply when you engage us to provide Services. You accept these Terms when you do any of the following:

(a) accept or approve a quotation, proposal, scope of work or project brief;

(b) book or purchase a Service;

(c) pay an invoice, deposit or other amount relating to a Service; or

(d) expressly instruct us to begin work.