Trixi Formulations Pty Ltd - Terms and Conditions of Service
The terms below represent our standard commercial terms and conditions of service.
1. Introduction
These Terms and Conditions of Service (the "Agreement") apply to all services provided by Trixi Formulations Pty Ltd ("Trixi Formulations") to its clients ("Client"). This includes but is not limited to formulation development, consulting services, preparation of samples for external testing, and any other services listed in the Trixi Formulations price list.
2. Service Provision
Trixi Formulations agrees to provide the Client with the services ("Services") for which a written quotation has been provided, which has been accepted by the Client. The Services may include items listed in Trixi Formulations' price list.
3. Intellectual Property Rights
(a) Upon full payment for a formulation or any other material in which intellectual property rights exist, the Client will own the intellectual property after payment has cleared.
(b) However, Trixi Formulations retains a royalty-free, perpetual license to use such intellectual property for any purpose, including for the purpose of building upon the formulation to develop new and improved formulations for customers other than the Client.
4. Payment Terms
Payment for Services is due within 14 days from the invoice date. Delivery of formulations or the completion of other services is contingent upon full payment.
5. Confidentiality
Both parties agree to maintain the confidentiality of all confidential information shared during the course of providing and receiving Services, including but not limited to formulation content. Maintaining the confidentiality of formulation content is necessary to protect both parties’ legitimate business interests.
6. Product Testing
(a) Responsibility for Testing: The Client is solely responsible for conducting all necessary product testing. This includes, but is not limited to, stability testing, Period After Opening (POA) testing, preservative efficacy testing (PET), Sun Protection Factor (SPF) testing, broad-spectrum testing, dermatological testing, and any other kind of testing related to the products formulated by Trixi Formulations. Such testing does not form part of the formulation or consultancy services provided by Trixi Formulations.
(b) Sample Preparation and Testing Arrangement: Trixi Formulations may, upon the Client's request and for an additional fee, prepare samples and arrange for the aforementioned testing. However, Trixi Formulations makes no warranties regarding the results of any such testing.
(c) Client's Obligations: It is the Client’s responsibility to perform (at its own cost) the aforementioned testing as desired and to communicate any results to Trixi Formulations Pty Ltd, including any necessary changes to the formulation based on those results.
(d) Sunscreen Formulations: For sunscreen formulations, Trixi Formulations will endeavour to estimate the SPF value as accurately as possible. However, without conducting SPF and broad-spectrum testing in accordance with the AS/NZS 2604:2021 standard, the SPF content of the sunscreen cannot be guaranteed. Clients seeking to confirm the SPF rating of sunscreen formulations are strongly advised to arrange for SPF and broad-spectrum testing.
(e). Liability for Untested Products: If the Client does not perform or arrange for the necessary testing, Trixi Formulations shall not be held liable for any issues arising from the failure to conduct such testing. The Client acknowledges that the responsibility for verifying the SPF content and other properties of the product before making any claims about it rests solely with the Client.
7. Indemnification
(a) Indemnity for Testing: The Client agrees to indemnify and hold harmless Trixi Formulations and its directors, officers, employees, agents, and affiliates from any and all claims, liabilities, damages, costs, and expenses, including reasonable legal fees, arising out of the Client’s performance or failure to perform product testing, or from any claims made by the Client about the properties of products created from the formulations.
(b) General Indemnity: The Client further agrees to indemnify and hold harmless Trixi Formulations and its directors, officers, employees, agents, and affiliates from any and all third-party claims, liabilities, damages, costs, and expenses, including reasonable legal fees, arising out of or related to the services provided by Trixi Formulations under this Agreement. This indemnification includes, but is not limited to, claims (including personal injury or product safety claims) arising from the use, application, or distribution of products formulated or services rendered by Trixi Formulations.
8. Limitation of Liability
(a) No liability for third-party claims: Under no circumstances will Trixi Formulations be liable to the Client or to any third party for any loss or damage (including but not limited to personal injury or property damage) in connection with the use, application, or distribution of products formulated or services rendered by Trixi Formulations.
(b) No agency: Neither party is the employee, agent or representative of the other, nor does any party have the authority to bind the other or make representations on behalf of the other. For example, Trixi Formulations is not bound by or liable for any representations made by the Client in relation to a product formulated by Trixi Formulations – such representations are made entirely at the Client’s risk.
(c) No indirect or special damages: Notwithstanding any other provision in this Agreement, in no event shall Trixi Formulations be liable to the Client or any third party for any indirect, incidental, special, consequential, or punitive damages, including lost profits, even if Trixi Formulations Pty Ltd has been advised of the possibility of such damages.
9. Formulation ingredients and costs
(a) Costs indicative only: Formulations may specify the cost of ingredients. The listing of these costs does not constitute an offer to sell, but rather is provided to assist the Client to calculate the cost of manufacturing a formulation. The indicative costs are based on standard freight delivery of materials. Actual costs may vary depending on supplier and freight options (e.g. express) chosen.
(b) Manufacturer-supplied ingredients: If ingredient prices are not listed, then the ingredients can be procured from the manufacturer nominated by the Client. The cost of such ingredients should be confirmed with the manufacturer.
10. Indemnities
The indemnities set forth in this Agreement apply to all services provided by Trixi Formulations, including but not limited to consultancy and the sale of formulations.
11. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Queensland, Australia.
12. Dispute Resolution
In the event of a dispute arising out of or in connection with this Agreement, the parties will attempt to resolve the dispute through mutual negotiation. If resolution cannot be achieved, the parties agree to submit to the exclusive jurisdiction of the courts of Queensland, Australia.
13. Entire Agreement
This Agreement, including any appendices and any price list to which it is attached, constitutes the entire agreement between Trixi Formulations and the Client regarding the subject matter herein and supersedes all prior agreements, understandings, and negotiations.
By accepting services from Trixi Formulations, the Client agrees to be bound by the terms of this Agreement.