SkinConsult Terms and Conditions
Article 1: Definitions
1.1 The following definitions are used in these General Terms and conditions:
- SkinConsult: SkinConsult B.V., established in Maarssen (www.skinconsult.com; Chamber of Commerce no. 30231692).
- Client: all parties to whom SkinConsult makes offers or contracts to provide services and perform work.
- Assignment: the Contract or intended Contract concluded between SkinConsult and the Client.
- Safety-assessment (Cosmetic Product Safety Report; CPSR): a safety assessment of cosmetic products in accordance with European cosmetic Regulation EC 1223/2009 and amendments.
- Product Information File (PIF): the entire product information file including a safety assessment, labels and the Good Manufacture Practice (GMP), in accordance with European legislation.
- Report: the report with the findings of a Safety Assessment or – if applicable – the PIF to be drawn up.
Article 2: General
2.1 These Terms and Conditions apply to all SkinConsult offers and Assignments, all current offers and Assignments, as well as all future Assignments and/or deliveries, unless explicitly deviated from in writing in a specific case.
2.2. The applicability of these General Terms and Conditions prevails over other general terms and conditions or the Client’s own general terms and conditions, of any nature whatsoever, even if priority is stipulated in those terms or conditions.
2.3. All offers and quotations made by SkinConsult are without obligation. An agreement is only binding after a written, signed contract for services entered into or assignment confirmation issued by SkinConsult. Should work be carried out without such an explicit written or electronic confirmation, then these General Terms and Conditions will always apply.
2.4. SkinConsult is free to engage third parties in the context of the performance of the Assignment.
2.5. The applicability of Book 7, Section 408(1) and (2) of the Dutch Civil Code is excluded. Assignments cannot be cancelled or terminated prematurely, unless SkinConsult has agreed to this.
2.6. All instructions are deemed to have only been accepted and executed by SkinConsult notwithstanding the provisions of Book 7, Section 404 and 407(2) of the Dutch Civil Code.
Article 3: Activities
3.1. The content of the Assignment and the activities and services to be supplied by SkinConsult will be described in as much detail as much as possible in a contract for services or in any other document, file or e-mail. This will also include the output specifications that the work must meet, the term within which the Assignment will be carried out, and the costs involved in the Assignment.
3.2. The Client must provide SkinConsult in a timely and complete manner with all facts and circumstances that may be important for the correct execution of the Assignment. The Client guarantees the accuracy and completeness of all data and information provided to SkinConsult.
3.3. SkinConsult is entitled to only start implementing the Assignment once the Client has provided SkinConsult with all information and documents necessary for this. This concerns the information and documents as indicated in the assignment confirmation. In the absence of information or documentation, SkinConsult will only prepare and deliver a provisional Report within the Assignment. The Client and SkinConsult can then enter into an additional Assignment with the aim of obtaining a final Report based on complete and correct information and documentation.
3.4. SkinConsult will endeavour to execute the Assignment with the required care and expertise. It is not responsible for achieving the intended result.
Article 4: Reporting
4.1. Following the execution of the Assignment, SkinConsult will record its findings in a Report. This will be done in a standard format. If the Client wishes to consult about the format or perhaps wishes to change it, it must indicate this in advance. Changes compared with the standard format concern additional work that must be compensated separately.
4.2. The following provisions in this article may only be deviated from with prior written permission from SkinConsult. If SkinConsult gives this permission, this is always subject to the restriction that the Client does not use the results of the work in a manner that detracts from or conflicts with the accuracy or purport of the Report.
4.3. SkinConsult’s Report (including its content and scope) forms one indivisible whole and may only be used in this way. No changes may be made to the Report, neither in terms of content nor in its format or presentation.
4.4. The Reporting is exclusively intended to be used for the purposes that the Client makes known to SkinConsult when granting the Assignment. In connection with this, it is only for the Client’s internal use, and only for use as a safety certificate for the sale of the product within the European Union in accordance with the European cosmetics regulation and for inspection by authorities. Only in that context may the Report also be made available to third parties. The Report may not be used for other purposes.
4.5. In particular, it is not permitted to make the Report or its content or scope known or to make it available to other third parties who obtain or may obtain an economic benefit that is not intended by SkinConsult, such as other parties with similar activities to the Client, parties that are or could be clients of SkinConsult and/or competitors of SkinConsult.
4.6. It is not permitted to publish the Report or its content or scope in whole or in part or to have it published.
4.7. It is not permitted to use the Report for claims made or to be set against the Client or SkinConsult.
4.8. The Report is protected by copyright, which is vested in SkinConsult. Making it available to the Client, unless otherwise agreed, only implies the right to use for the benefit of and for the purposes stated by the Client to SkinConsult in the Assignment. If the Client subsequently also wishes to use the Report for other purposes, it requires permission from SkinConsult; SkinConsult may request additional compensation for this.
Article 5: Payment obligations
5.1. Agreements regarding costs are made prior to the Assignment. Fixed fees apply to Safety Assessments or PIFs. The agreements are recorded in the assignment confirmation.
5.2. If no agreement has been made about the costs, the rate previously applied between parties for comparable assignments applies. If this is not the case, then an hourly rate of € 150 applies, a minimum fee of one hour will be charged.
5.3. All amounts are exclusive of VAT and any other external costs.
5.4. If the Assignment is expanded or supplemented in the meantime, the costs involved will be agreed separately. Failing this, a rate applies that corresponds proportionally to the previously agreed rate.
5.5. An Assignment cannot be withdrawn or restricted in the interim without written permission from SkinConsult. If the latter agrees, the financial consequences will be agreed separately in writing. Failing this, the agreed price will remain unchanged.
5.6. Payment of the fee(s) due to SkinConsult will take place as stated in the assignment confirmation. If no arrangement has been made for this, the agreed fee must be paid in full in advance.
5.7. Payment of the invoices must be made within 14 days of the invoice date. The Client is not entitled to rely on a setoff or suspension.
5.8. SkinConsult is always entitled to demand full payment of the agreed fee in advance, or to require security for this, and to suspend the work or continuation of the work until the Client has fulfilled all its obligations.
5.9. Any complaints about invoices must be made to SkinConsult in writing and with reasons within 14 days of receipt. SkinConsult is not obliged to respond to complaints that are received subsequently and the Client can no longer derive any rights from this and can no longer rely on the fact that SkinConsult has not fulfilled its obligations or has not complied fully or correctly.
5.10. If the Client fails to fulfil its obligations at all or on time, the Client will immediately be in default and SkinConsult is entitled to full compensation. This concerns, among other things, the statutory commercial interest calculated from the due dates of the invoices, as well as all costs that it must incur to collect the claim(s) from the Client, including the full costs of legal assistance, both in and out of court. The reimbursement for the extrajudicial costs and costs of legal assistance amounts to at least 15% of the outstanding sum.
Article 6: Confidentiality
6.1. SkinConsult and the Client are obliged to maintain confidentiality with regard to the issuing of the Assignment, as well as with regard to all information regarding the business operations, working methods and products and services or other information from or about the other party, that those concerned knows or should understand to be confidential and/or competitively sensitive, all of this in the broadest sense.
Article 7: Liability
7.1. SkinConsult’s liability is at all times limited to what is stipulated in these General Terms and Conditions, regardless of whether there are claims under an agreement or on other grounds, in particular unlawful acts. SkinConsult also stipulates this limitation of liability for assistants or third parties that it has engaged in the context of the Assignment.
7.2. As soon as the Client has discovered or could reasonably have discovered a possible ground for a claim against SkinConsult, the Client is obliged to immediately inform SkinConsult in writing providing reasons, at the latest within a month, on pain of forfeiture of rights in this regard. Furthermore, all possible claims in connection with SkinConsult’s failure or negligence will always lapse after the expiration of one year after the event to which the claim relates has occurred.
7.3. SkinConsult’s liability of is limited in all circumstances to the amount for that part of the Assignment to which the liability relates. In the case an Assignment is predominantly an obligation for a longer period of time, such as the service ‘compliancy-as-a-service’, the liability of SkinConsult is limited to the sum of the fees (excl. VAT) paid by the Client for that part in the year prior to the damage-causing event.
7.4 SkinConsult is never liable for indirect damages, consequential damages and trading loss.
Article 8: Miscellaneous
8.1. If any provisions that apply to the Assignment are wholly or partially invalid or otherwise have no effect, the remaining part of the applicable provisions remains fully in force. The invalid provisions will be deemed to have been replaced by provisions that are as close as possible to the purport of the invalid provisions.
8.2. The Assignment and these General Terms and Conditions are governed exclusively by Dutch law.
8.3. All disputes will be settled exclusively by the Court of the Central Netherlands, Utrecht (the Netherlands) location. SkinConsult is also authorized to submit disputes to the court that is competent on the basis of the Client’s place of business.
8.4. By signing this document, the Client declares to have taken cognizance of its contents and to agree to them.
(General Terms and Conditions version 2022)