Dewy by Nature, Nicole Ochsenbein, is a company in sole proprietorship domiciled at Albisriederstrasse 275, CH-8047 Zürich (“DBN”) which provides consultancy and formulation services (“Services”) with regard to the development of natural skincare products (“Products”). The Services may include, with regard to a Product, cosmetic formulas in percentages/proportions, manufacturing methods, calculations of sensitisers/allergens as related to compliance with IFRA standards, the ingredients listing in their proper International Nomenclature Cosmetic Ingredient (INCI) names and in the right sequence as well as further consultation (e.g. research on ingredients, suppliers, packaging needs, labelling practices, etc.)

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By ordering Services from DBN, you (“Client”) agree that the following Terms & Conditions (“T&Cs”) shall govern the provision of the Services by DBN:

 

1. DBN shall provide the Services personnally, in state-of-the-art manner and in compliance with prevailing cosmetic industry standards.

2. Although the Services may include indications on the manufacturing process of the Products, DBN cannot control or anticipate the conditions under which the Products may be manufactured and used, nor your particular circumstances. The Manufacturing of the Products is under your sole responsibility. DBN accepts no liability whatsoever in this regard, or in relation with the choice and purchase of raw materials, the handling of these raw materials, the actual production as well as the packaging and storage of the Products. It is Client’s responsibility to ensure the implementation of the Cosmetic Good Manufacturing Standards (“GMP”), of the relevant safety protocols, to run stability tests, to assess any possible side effects, regulatory compliance and the suitability and stability of any formula, methods and finished Products before making the Products available to consumers. You agree to fully indemnify DBN from any actions, claims, losses, or any other relief claimed against DBN in this regard.

3. DBN does not guarantee (i) that formulas and the resulting Products are compliant with the legislation of the countries in which the Product are sold; (ii) that the Products will meet the expectations and wishes of your customers; and (iii) that there will be no allergic or other unwanted reactions from the use of the Products.

4. To the greatest extent permitted by law, all liability of DBN in relation with the Services is excluded with respect to any indirect, exemplary, incidental, special or consequential damages and for any matter beyond DBN’s reasonable control. Except in the case of gross negligence or fraud, DBN’s liability shall in any case be limited to the fees paid by Client in the 12 months prior to the act that gave rise to the liability.

5. DBN does not guarantee that any formulas provided are original, patentable or otherwise capable of protection. Accordingly, DBN does not transfer any intellectual property rights on the provided formulas to Client. Furthermore, DBN does not guarantee or represent that the provided formulas are not already in use by a third party.

6. Unless otherwise agreed in writing, DBN does not provide any exclusivity on formulas or Services and reserves the right to provide same or similar formulas or Services to third parties. However, if the formulas or Services are provided based on very specific, unique and original instructions or ideas by Client, DBN warrants that it will keep such instructions/ideas confidential and not use them otherwise.

7. Both parties shall treat the terms of their collaboration confidential. Neither Party shall be entitled to make reference to the other Party in communication, marketing or other references, unless such other Party has agreed thereto in writing. However, DBN may, without naming the Client, mention a project in general terms in its communication website and Social Media platforms).

8. An order is deemed passed when Client accepts DBN’s offer or quotation in writing (email suffices). An order thus passed by Client is definitive and may not be withdrawn.

9. Client agrees that . Any other payment terms require DBN’s explicit written agreement; in the event that such other payment terms are agreed, interests of 5% p.a. apply in case of late payment.

10. The provision of the Services and these T&Cs are governed by the laws of Switzerland, without giving effects to its conflict of law rules. Any disputes in relation thereto shall be submitted to the competent courts in Zurich, Switzerland.