Free postage for Australian orders over $250

Terms & Conditions

RETURNS POLICY

We know how irritating it is when companies make the return or exchange process a continuous series of hoops to jump through. Our policy is easier than 1, 2, 3, just let us know if you don’t love it within 30 days of purchase by contacting us at hello@scienceskincare.com.au and we will refund 100% of your skincare product purchase. No tricks. No worries. No surprises.

OVERVIEW

This website is operated by Science Skincare. Throughout the site, the terms “we”, “us” and “our” refer to Science Skincare. Science Skincare offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

Our store is hosted on Square Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you.

SECTION 1 – ONLINE STORE TERMS

By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.

SECTION 2 – GENERAL CONDITIONS

We reserve the right to refuse service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

SECTION 3 – ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION

We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.

This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site. To the best of our knowledge, the information contained herein is accurate and up to date.

SECTION 4 – MODIFICATIONS TO THE SERVICE AND PRICES

Prices for our products are subject to change without notice.

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

SECTION 5 – PRODUCTS OR SERVICES (if applicable)

Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.

We have made every effort to display as accurately as possible the colours and images of our products that appear at the store. We cannot guarantee that your computer monitor’s display of any colour will be accurate.

We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.

We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
No therapeutic claims are implied or intended by the information contained in this document.
Science Skincare products are cosmetic in nature and not therapeutic products, drugs or controlled substances.

SECTION 6 – ACCURACY OF BILLING AND ACCOUNT INFORMATION

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

For more detail, please review our Returns Policy.

SECTION 7 – OPTIONAL TOOLS

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.

SECTION 8 – THIRD-PARTY LINKS

Certain content, products and services available via our Service may include materials from third-parties.

Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

SECTION 9 – USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

SECTION 10 – PERSONAL INFORMATION

Your submission of personal information through the store is governed by our Privacy Policy.

SECTION 11 – ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

SECTION 12 – PROHIBITED USES

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content:

(a) for any unlawful purpose;

(b) to solicit others to perform or participate in any unlawful acts;

(c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances;

(d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others;

(e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;

(f) to submit false or misleading information;

(g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet;

(h) to collect or track the personal information of others;

(i) to spam, phish, pharm, pretext, spider, crawl, or scrape;

(j) for any obscene or immoral purpose; or

(k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses. You may not access our products or services if you are our direct competitor, except with our prior written consent. In addition, you may not access our products or services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

SECTION 13 – DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.

We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.

You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.

You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall Science Skincare, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

SECTION 14 – INDEMNIFICATION

You agree to indemnify, defend and hold harmless Science Skincare and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

SECTION 15 – SEVERABILITY

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

SECTION 16 – TERMINATION

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

SECTION 17 – ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

SECTION 18 – GOVERNING LAW

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Australian Capital Territory.

SECTION 19 – CHANGES TO TERMS OF SERVICE

You can review the most current version of the Terms of Service at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

SECTION 20 – PROMOTIONAL OFFERS

From time to time we may run promotional offers, such as purchase price discounts or free shipping. All promotional offers are subject to these Terms, any terms and conditions notified to customers at the time of issuing the offer, and availability of stock (where applicable to the offer). We reserve the right to end a promotional offer for any reason at any time. We will not be liable for any financial loss arising out of the refusal, cancellation or withdrawal of any promotional offer or any inability of a customer to take advantage of a promotional offer for any reason. Promotional offers are not redeemable for cash. Refunds for goods purchased under a promotional offer will reflect the promotional price only. Supplementary charges such as shipping, or postage and packing will not be discounted unless specifically stated in the promotional offer description.

SECTION 21 – CONTACT INFORMATION

Questions about the Terms and Conditions should be sent to us at hello@scienceskincare.com.au or call +61 1300 001 809

Stockist Guidelines

Parties

Between

The Healthspan Initiative Pty Ltd trading as Science Skincare ACN 659 534 906

Level 1/57 Berwick St, Fortitude Valley QLD 4006 (“Science Skincare” or “the Corporation”)

And

Party accessing wholesale pricing to act as a stockist and sell in their clinic/salon.

(“Stockist”)

Background

A. The Corporation is owner or licensee of the Materials and the Mark.

B. The Stockist wishes to obtain a licence of sublicense from the Corporation to use the Materials and the Mark in relation to the Products and be permitted to use, market, distribute, and sell the Products in the Territory.

C. The Corporation has agreed to grant the Stockist a licence and sublicense to use the Materials and the Mark and to use, market, distribute and sell the Products in the Territory on the terms set out in this Agreement.

Operative Provisions

1. Definitions

1.1. In this Agreement the following definitions apply:

Agreement means this document including all schedules to it and any amendments.

Commencement Date means the date set out in Item 1 of Schedule 1.

Confidential Information means any information provided by a Party or any of its Representatives to another Party or any of its Representatives, or otherwise obtained by a Party, whether obtained before or after execution of this Agreement, in connection with this Agreement in any way. It includes, but is not limited to the following:

(a) All confidential business information, business strategies, documents, records, financial information, reports, designs, content, product specifications, processes, technical information, trade secrets, unpublished patent applications, and forecasts which relate to a Party or its Related Entities.

(b) All Intellectual Property Rights of a party or its Related Entities.

(c) The terms and conditions of this Agreement.

Confidential Information does not include the following:

(d) Information which is in or becomes part of the public domain, other than through a breach of this document or an obligation of confidence owed to a Party or any Representative of the Party.

(e) Information which a Party can prove by contemporaneous written documentation was independently acquired or developed without breaching any of that Party’s obligations set out in this Agreement.

Copyright means:

(a) any copyright under the Copyright Act 1968 (Cth);

(b) any copyright under the law of a country other than Australia; and

(c) rights in the nature of or analogous to the rights in (a) and (b) under the law of Australia or any other country (including future copyright and rights in the nature of or analogous to copyright).

Insolvency Event in relation to a Party means any of the following events:

(a) the Party ceases to (or is unable to) pay its creditors (or any class of them) in the ordinary course of business, or announces its intention to do so;

(b) a receiver, receiver and manager, administrator, liquidator or similar officer is appointed to that Party or any of its assets;

(c) the Party enters into, or resolves to enter into, a scheme or arrangement, compromise or composition with any class of creditors;

(d) a resolution is passed or an application to a court is taken for the winding up, dissolution, official management or administration of that Party; or

(e) anything having a substantially similar effect to any of the events specified above happens under the law of any applicable jurisdiction.

2. Interpretation

In this Agreement, unless the contrary intention appears:

2.1. A reference to persons includes corporations; words including singular numbers include plural numbers and vice versa; words including a gender includes all genders.

2.2. A reference in this Agreement to a statute or a section of a statute includes all amendments to that statute or section passed in substitution for the statute or section referred to and incorporating any of its provisions.

2.3. Except for the purpose of identification headings have been inserted in this document for the purpose of guidance only and are not part of this document.

2.4. A reference to ‘$’ or ‘dollars’ is a reference to the currency of Australia.

2.5. Mentioning anything after include, includes or including does not limit what else might be included.

3. Commencement and Term

3.1. This Agreement will commence on the Commencement Date and unless terminated in accordance with the terms of this Agreement.

3.2. Any renewal of this Agreement will be on the then current terms and conditions of this Agreement.

4. Appointment and Licence

4.1. The Corporation appoints and to the extent necessary licences and sublicenses the Stockist from the Commencement Date to:

(a) use, market and sell the Products; and to use the Materials and the Mark and the Corporation’s IPRs in accordance with this Agreement in the Territory.

4.2. During the Term the Corporation will:

(a) not give any other person any rights which are inconsistent with the rights granted to the Stockist under this Agreement.

4.3. This Agreement shall not create, or be construed to create, any relationship between the Parties of:

(a) employment;

(b) partnership; or

(c) principal and agent.

5. Scope of Licence and Sublicense

5.1. The Stockist’s appointment is a non-exclusive license and sublicense in the Territory and the Corporation does not guarantee any minimum amount of sales of the Products by the Stockist in the Territory.

5.2. The Stockist must not without the express written permission of the Corporation:

(a) directly or indirectly, export the Products from the Territory;

(b) directly or indirectly, distribute the Products to any person outside the Territory; or

(c) directly or indirectly, distribute the Products to any person in the Territory whom the Stockist knows or should reasonably know intends to distribute outside the Territory or export from the Territory.

5.3. The Stockist’s rights as created by this Agreement are restricted to the Territory. Online sales can be negotiated with the Directors as a separate agreement.

6. Distribution Network

6.1. The Stockist will be liable for the performance and non-performance of any person or entity appointed pursuant as part of the Distribution Network and must:

(a) ensure that each sub-distributor in the Distribution Network complies with the minimum obligations contained in this Agreement which relate to them;

(b) remain liable for the performance of all of the Stockist’s obligations under this Agreement; and

(c) remain the Corporation’s sole point of contact for the purposes of this Agreement.

7. Orders for Products

7.1. Where the Stockist requires Products then the Stockist must order Products from the Corporation in writing and each order must specify:

(a) the date of the placement of the order;

(b) the quantity and items of Products being ordered; and

(c) any special instructions.

7.2. The Corporation may decline any order received from the Stockist by notice to the Stockist within 3 days after receipt of the order by the Corporation if the Corporation is unlikely to be able to fill the order for any reason.

7.3. The delivery times advised to the Stockist are estimates only and the Corporation will not be liable for late delivery. The Corporation will not be liable for any loss, damage or delay occasioned to the Stockist or the Stockist’s customers arising from late or non-delivery of the Products.

7.4. The Stockist must ensure it has a representative available at the time of delivery to acknowledge delivery by signing a delivery receipt.

7.5. Once the Stockist receives delivery of an order, the Stockist is responsible for the Product(s) and assumes the risk for the Product(s).

7.6. The legal and equitable title to the Products will only be transferred from the Corporation to the Stockist when the Stockist has paid all amounts in full to the Corporation on any account whatsoever.

8. Advertising and Promotion

8.1. During the Term of this Agreement, the Stockist must undertake advertising of the Products within the Territory at its own expense. They may use collateral from the Science Skincare website or social media provided it is referenced and unaltered in any way.

8.2. The Stockist must make best endeavours to develop the largest possible market for the Products in the Territory and must continuously offer, advertise and otherwise market the Products in the Territory with all due care, skill and diligence.

8.3. The Stockist must at all times conduct its business in such a manner as to enhance the reputation and credibility of the Corporation and the Products, including:

(a) refraining from participating in any unlawful, unfair or deceitful practices; and

(b) presenting the Products in a fair and appropriate manner.

9. Product, Price, and Payment

9.1. The Prices payable for the Products supplied by the Corporation to the Stockist during the Term are listed on the website.

9.2. The Parties agree that the Prices of the Products may be varied with notice. This will not affect any order placed prior to the date of the notice taking effect.

9.3. Any Price variation of the Products will only be effective if the Corporation provides thirty (30) days’ prior written notice to the Stockist, unless otherwise agreed in writing between the Parties.

9.4. After placing an order or otherwise obtaining goods under or in relation to this Agreement, the Stockist must pay the purchase price applicable to that order or the obtention of goods strictly in accordance with this Agreement.

9.5. For the first purchase under this Agreement, the Stockist must promptly pay the applicable Price to the Corporation in advance and in full by electronic funds transfer into such a bank account as the Corporation notifies in writing. The Corporation will issue a tax invoice as soon as practicable after receipt of payment.

9.6. For subsequent purchases under this Agreement, the Stockist must pay the invoice Price to the Corporation in full by electronic funds transfer into such a bank account as the Corporation notifies in writing within seven (7) days of issue of the relevant invoice.

10. Minimum Obligations

10.1. All relevant staff will complete the necessary modules in the Science Skincare Academy.

10.2. Legislation, Standard Operating Policy & Procedure, and best practice will be implemented.

11. Confidentiality

11.1. Each Party must keep confidential all Confidential Information disclosed to it by the other for the purposes of or in relation to this Agreement.

11.2. Each Party (the “first party”) may disclose the Confidential Information of the other Party only to those of the first party’s Personnel who have a need to know (and only to the extent that each has a need to know) and provided further that the first party takes necessary steps to ensure that its Personnel receiving the other party’s Confidential Information under this clause first understands and acknowledges their obligations of preserving the confidentiality of the Confidential Information.

11.3. The obligations of confidentiality under this Agreement do not extend to information that (whether before or after this Agreement is executed):

(a) is rightfully known to or in the possession or control of the receiving party and not subject to an obligation of confidentiality on the receiving party;

(b) is public knowledge (otherwise than as a result of a breach of this Agreement); or

(c) the receiving party is required by law to disclose provided that the receiving party first gives the other party an opportunity to limit the disclosure.

12. Intellectual Property Rights

12.1. The Stockist agrees:

(a) the Corporation is the owner of all rights to the Materials, including all IPRs whether developed or not;

(b) it will not, directly or indirectly, challenge, contest, or deny the validity of the Corporation’s IPRs or cause or permit anything to be done which may damage or endanger the Corporation’s IPRs or title to them; and

(c) it will cooperate with the Corporation and do anything reasonably required for the protection of and against the infringement of the Corporation’s IPRs.

13. Trade Mark Related Issues

13.1. The Stockist acknowledges and agrees that it may not at any time either during the Term of this Agreement or after its termination apply for registration as a trade mark, business name, company name, or domain name which includes any words or logos that are the same as, substantially identical to, or deceptively similar to the Mark without obtaining the prior written permission of the Corporation (such permission not to be unreasonably withheld, subject to having a right to impose terms and conditions on such rights being granted).

14. Notice of Infringement

14.1. If during the Term, the Stockist becomes aware of any threatened or actual unauthorised use or any misuse of the Mark or any of the Corporation’s IPRs, the Stockist will use its best endeavours to immediately (and in any event within 5 days of so becoming aware) notify the Corporation in writing (or via email to a Key Personnel of the Corporation) of the possible infringement or infringement and include all of the facts in reasonable detail.

14.2. If:

(a) the Stockist receives notice of any infringement or threatened infringement of the Mark or any of the Corporation’s IPRs, or any common law passing off by reasons of imitation of get-up or otherwise; or

(b) any third party alleges or claims that any part of the Products or any of the Corporation’s IPRs are liable to infringe another person’s IPRs or other rights,

the Stockist must immediately notify the Corporation in writing (or via email to a Key Personnel of the Corporation) giving all particulars of the alleged infringement.

14.3. The Corporation may then seek the opinion of Senior Counsel practising in the relevant jurisdiction in intellectual property rights as to the possible success of any actions.

14.4. The Corporation may elect to institute and prosecute an action against infringement.

14.5. The proceeds from any judgment or settlement made by the Corporation in any action brought by it under clause 14.4 must be used to reimburse the Stockist for all expenses incurred by it or them in assisting the Corporation in prosecuting the action and the remainder is to be paid to the Corporation.

14.6. If the Corporation does not commence or defend proceedings in relation to claims or infringements of the Mark or the Corporation’s IPRs within 30 days of receiving notification of them from the Stockist, the Stockist may institute proceedings in its own name as if it was the Corporation.

14.7. The proceeds from any judgment or settlement made by the Stockist in any action brought by the Stockist under clause 14.6 must be used to reimburse the Corporation for all expenses incurred by it in assisting the Stockist in such prosecution and the remainder is to be paid to the Stockist.

14.8. The Parties must each execute all documents and do all things reasonably necessary to aid and cooperate in the prosecution of any such actions brought by the other under this clause 14.

15. Assignment

The Stockist must not assign or novate any of its rights or obligations under this Agreement without receiving the express prior written consent of the Corporation, such consent being granted or withheld at the Corporation’s sole and absolute discretion.

16. Warranties

The Stockist represents and warrants to the Corporation on a continuing basis that:

  • It holds all licences, permits, consents, and authorisations required under law in relation to the use, marketing, sale, and distribution of the Products and will continue to do so at all times during the Term of this Agreement.
  • It will not enter into any agreements inconsistent with the obligations contained under this Agreement.
  • It has paid or will pay all taxes, charges, and royalties legally required of it relating to the exercise of its rights in accordance with this Agreement.
  • It has secured or will secure all rights and licenses required for the performance of its obligations under this Agreement.
  • The obligations contained in the Agreement do not conflict with its obligations to any third parties.
  • It has the full power and authority to enter into this Agreement.
  • It is and will remain solvent during the Term of this Agreement.

17. No Reliance and Expectation

The Stockist acknowledges and agrees that:

  • The Corporation has not made any representations or given any warranties in relation to the matters contemplated by this Agreement, including the completeness of any information provided.
  • The Stockist must rely solely upon its own analysis and assessment of information provided by the Corporation and must satisfy itself as to the accuracy and completeness of the information and the commercial viability of the arrangements contemplated by this Agreement.
  • To the maximum extent permitted by law, the Corporation disclaims all liability for any loss suffered by any person using, disclosing, relying, or acting on any information disclosed by the Corporation or its Representatives.

18. Privacy

The Stockist must comply with privacy laws on Personal Information, even if not bound by the Privacy Act 1988 (Cth) and related laws. Additionally:

  • For Personal Information disclosed to the Corporation, the Stockist warrants compliance with the Privacy Act and ensures the Corporation is authorised to collect and use the information for this Agreement.
  • For Personal Information disclosed to the Stockist, the Stockist must handle it as per the Privacy Act, protect it from misuse, and cooperate with any reasonable requests from the Corporation to safeguard the information.
  • Any complaints regarding Personal Information must be promptly reported to the Corporation.

19. Liability and Indemnity

The Stockist indemnifies the Corporation against all loss resulting from:

  • Any breach of the Agreement by the Stockist, including warranties.
  • Any actions or omissions by the Stockist in connection with this Agreement.

20. Insurance

If requested by the Corporation, the Stockist must arrange and maintain at its own expense business continuity and other insurances, providing evidence of the same if requested.

21. Termination

This Agreement may be terminated immediately by either Party if:

  • The other Party suffers an Insolvency Event.
  • The other Party defaults in performing any terms of this Agreement and fails to remedy the default within one (1) month of receiving written notice.

Termination does not affect any accrued rights of the Corporation due to prior breaches.

22. Consequences of Termination

Upon termination or expiry of the Agreement:

  • All rights granted under the Agreement terminate immediately.
  • The Stockist must cease all activities related to the Products and return all materials incorporating the Corporation’s IPRs and Confidential Information.

23. Notices

All notices, consents, and requests under this Agreement must be in writing and sent to the addresses or email addresses specified in Item 3 of Schedule 1.

24. Payment of Taxes and Duties

The Stockist is responsible for all taxes, duties, and other charges related to this Agreement, excluding legal fees. All amounts in the Agreement are exclusive of GST, which will be added as per the prevailing tax rate.

25. Australian Law

The laws of the Australian Capital Territory, Australia, govern the interpretation of this Agreement.

26. Dispute Resolution

26.1 In the event of any dispute or difference arising between the Parties to this Agreement, the Parties agree that such a matter will in the first instance be referred by one Party to the other, and the Parties will use all reasonable endeavours to resolve the difference or dispute between themselves without resort to litigation.

26.2 The Parties will continue to perform their respective obligations under this Agreement pending resolution of a dispute.

27. Waiver

27.1 The fact that a Party fails to do, or delays in doing, something the Party is entitled to do under this Agreement does not amount to a waiver of any obligation of, or breach of obligation by, another Party. A waiver by a Party is only effective if it is in writing. A written waiver by a Party is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.

28. Relationship of the Parties

28.1 The Parties acknowledge that they are independent contractors and no relationship of partnership, agency, joint venturers, or employment is expressly intended or to be implied into this Agreement.

29. Counterparts

29.1 This Agreement is properly executed if each Party executes either this document or an identical document.

30. Variation

30.1 A change to this Agreement must be in writing and signed by the Parties.

31. Entire Agreement

31.1 This Agreement contains everything each Party has agreed to in relation to the transaction the Agreement deals with. A Party cannot rely on an earlier agreement, or on anything said or done by either Party (or by a Representative of that Party) before this Agreement was executed.

32. Costs

32.1 Except as otherwise set out in this Agreement, each Party must pay its own costs in relation to preparing, negotiating, and executing this Agreement and any agreement related to this Agreement, including without limitation any legal costs and expenses.

33. Severance

33.1 If any clause or part of a clause is illegal, unenforceable, or invalid, then that clause or part is to be treated as removed from this document, but the rest of this document is not affected.

Schedule 1 Details

Item 1: Commencement Date
Date of placement of first order

Item 2: Products
Science Skincare

Item 3: Notice Details

The Corporation
The Healthspan Initiative Pty Ltd trading as Science Skincare ACN 659 534 906
Level 1/57 Berwick St, Fortitude Valley QLD 4006
Email address: hello@scienceskincare.com.au
Attention: Elissa O’Keefe

The Stockist
Details as held on file