Terms & Conditions for the Supply of Services

General terms

Unless agreed otherwise by Bloom Regulatory Ltd (hereafter Bloom) and the Customer in writing, these Conditions Shall apply to the supply of the Services by Bloom to the Customer.

Where the Customer requires any Services to be provided by Bloom it shall notify Bloom in writing.

Where Bloom agrees to provide the requested Services it shall notify the Customer in writing stating the Services it is willing to provide.

Bloom shall not be obliged to provide any Services unless the Services have been confirmed in writing by Bloom and the parties have agreed the scope of the Services.

Bloom reserves the right to refuse to accept a request to provide Services.

In the event of any conflict between these Conditions and the terms of a separate written agreement signed by the Customer and Bloom, the terms of the signed agreement shall prevail.

Supply of Services

Subject to payment of the Fees, Bloom shall supply the Services to the Customer in accordance with these Conditions.

Bloom shall use reasonable endeavours to meet any performance dates agreed between ourselves and the Customer, but any such dates shall be estimates only and project time will be allotted as necessary for performance of the Services.

Bloom reserves the right to amend the Services if necessary to comply with any applicable law.

Upon review of client-provided information, Bloom reserves the right to assess the scope of work and if we determine by our expertise that the actual scope of work differs significantly from the initially agreed-upon scope, additional fees may be chargeable. Any such changes and associated fees will be communicated to the Customer before proceeding.

The content and accuracy of any Service provided is based on the data received from the Customer and our analysis and conclusions reflect information available to us at the time of completion.

Bloom reserves the right to amend Service documents/reports should new or corrected information become available.

Bloom may suggest a change to the scope of the Services if considered to be in the best interests of the Customer.

The Customer may request a change to the Services or the provision of additional Services.

Where any suggestion or request for a change of Services is made, the parties will discuss and agree a revised scope of Services. All other Conditions remain applicable.

Any request to terminate in respect of services purchased shall be in writing by email.

Service-specific Provisions

Formula review services

Included:

Standard formula review services include feasibility of the ingredients, at the concentrations used, under the scope of national/local cosmetic product law. A formula review is not a review of safety, which is carried out as part of a supplementary safety assessment of the product.

Note: On rare occasions, a formula may pass its regulatory assessment but subsequently be rejected by a safety assessor. The Customer is advised to await safety assessment prior to engaging external or supplementary services/costs e.g. stability testing.

Not included:

Impurities: Any formula review provided by Bloom is based on information given by the Customer and does not include the consideration of impurities unless this information has been disclosed to Bloom as part of the review at the start of the service.

Fragrances: For products containing a fragrance mixture (undisclosed content), unless information is provided to Bloom at the start of the service, the formula review will not determine whether the fragrance mixture is compliant to regulatory requirements or IFRA standards, in particular with regard to prohibited substances such as Lilial (Butylphenyl methylpropional), Lyral (Hydroxyisohexyl 3-cyclohexene carboxaldehyde), Methyl-N-methylanthranilate and Karanal. This must be confirmed with the Customers’ fragrance supplier.

Other legislative scope: From time-to-time, Bloom may additionally provide indicative information within scope of other national and regional laws.

Microplastics: Bloom maintains an indicative list of EU ‘microplastic’ ingredients under the scope of EU REACH but the Customer shall be responsible for obtaining confirmation from their suppliers regarding microplastic status.

Nanomaterials: Standard formula review services do not include determination of nanomaterial status of ingredients. This should be confirmed with the Customers’ manufacturer and/or suppliers.

PFAS: Bloom maintains an indicative list of ingredients that may be considered to be PFAS substances but the Customer shall be responsible for obtaining confirmation from their suppliers regarding PFAS status of ingredients and impurities.

REACH Registration Status: Standard formula review services do not include checking for raw material registrations under EU or UK REACh. This should be confirmed with the Customers’ manufacturer and/or suppliers.

Standard label review services

Includes:

Standard label review services are inclusive of mandatory labelling requirement checks.

Excludes:

The validation of the accuracy of the following information:

Font size: Bloom shall provide advice on market-specific sizing requirements for the Customer to implement.
Declared weight/volume: compliance with local measurement standards are the responsibility of the Customer.
Country of origin statements: legal status under local market standards.
On-pack warnings unless a copy of the Cosmetic Product Safety Report has been provided to Bloom by the Customer.
Supporting data for claims made about the product (including certification for third party logos) (available as a separate service).
Relevance of claims and statements made about the product (unless part of another service).
Accuracy of translations: Bloom will provide advice on what needs to be translated in the destination market but cannot check the accuracy of translations.
Trade marks and copyrights

Proposition 65 warnings

For services inclusive of a screening and advice in relation to Proposition 65:

Bloom will:

Identify whether any ingredients and impurities (if information is supplied by the customer at the start of the service) are listed on Proposition 65, the scope of inclusion and any relevant safe harbor levels.
Provide warnings assessment advice

Bloom WILL NOT:

Carry out finished product testing to establish Proposition 65 substance presence.
Calculate the level of impurities in the finished product based on raw material test results.
Determine the toxicological exposure to substances present in the product (referral to a toxicologist is available).
Provide final legal determination that warnings are required. This decision is the responsibility of the customer.

Other general considerations

Patents: Patent research is not included within Bloom projects unless specifically agreed.

Notifications: Notifications carried out by Bloom are based solely on information provided by the Customer. Information will not be verified by Bloom prior to notification.

Where advice is provided regarding the compliance of a product or aspect of the product, the following definitions shall apply:

Compliant: Content meets all regulatory requirements for the reviewed market.
Non-compliant: Content fails to meet one or more regulatory requirements for the reviewed market.

If the Customer proceeds with non-compliant content against Bloom recommendations, the client shall assume full responsibility for any consequences, including but not limited to regulatory penalties and monetary fines.

Customer obligations

The Customer shall fully cooperate with Bloom Regulatory employees in all matters relating to the Services.

The Customer must understand the services included in the quote and cannot expect specific legislative and commercial checks to be done by Bloom outside the service description. The Bloom team is happy to discuss additional service needs.

The Customer must provide, in a timely manner, information, materials and documents required by Bloom in order to supply the Services.

The Customer must ensure that such information, materials and documents (including those provided by a third party) are true, not misleading, complete and accurate.

The Customer must ensure that such information, materials and documents (including those provided by a third party) are communicated to Bloom following any change, in particular, but not limited to, formula monitoring services.

If any act or omission by the Customer renders it impossible to deliver the Service, Bloom shall not be liable for any costs or losses sustained by the Customer arising directly or indirectly from failure or delay to perform the Services.

The Customer shall reimburse Bloom on written demand for any costs or losses sustained or incurred by Bloom, arising directly or indirectly from such act or omission by the Customer as described in the previous paragraph.

Fees and payment

The Fees for the Services shall either be:

(i) amounts as agreed between the parties for the relevant Services, or

(ii) where the parties have not agreed any particular fees, fees will be charged on a time basis in accordance with our applicable rates at the time.

Bloom reserves the right to amend the Fees as a result of applicable law or if any inaccurate, incomplete or misleading information is supplied.

The Customer shall pay each invoice submitted by Bloom:

(i) within 14 days of the date of the invoice unless otherwise agreed; and

(ii) in full and in cleared funds, without set-off, deduction or counterclaim, to a bank account nominated in writing by Bloom.

Where a service is cancelled after work has commenced, Bloom may offer to calculate the fees due to date and invoice accordingly or where payment has already been received by Bloom, an offer of credit on account may be made.

Interest on Late Payments

If the Customer fails to make any payment due to Bloom under these Conditions by the due date, the Customer shall pay interest on the overdue amount at the rate set out in the Late Payment of Commercial Debts (Interest) Act 1998, accruing daily until payment is made in full.

Termination

Bloom may terminate its supply of Services under these Conditions immediately on giving written notice if:

(a) the Customer commits a material breach of these Conditions and (if remediable) fails to remedy it within 30 days of written notice; or

(b) the Customer becomes insolvent, goes into liquidation, has a receiver or administrator appointed, or is otherwise unable to pay its debts as they fall due; or

Termination shall not affect any rights or obligations of either party accrued up to the date of termination.

Data protection

For the purposes of the Data Protection Legislation, Bloom and the Customer shall each be Controllers of any Personal Data provided to it by the other party and comply with all obligations imposed on them as Controllers under the Data Protection Legislation.

Confidentiality

Each party shall treat any information relating to the other as strictly confidential except where such information:

(a) is in the public domain other than through a breach of these Conditions;

(b) was lawfully in the receiving party’s possession before disclosure;

(d) is required to be disclosed by law, regulation, or court/regulatory order.

Intellectual Property

All Intellectual Property Rights owned by or licensed to a party prior to the supply of Services is and shall remain the exclusive property of the party owning it (or, where applicable, the third party from whom its right to use such Intellectual Property Rights has derived).

Bloom grants to the Customer, or shall use reasonable endeavours to obtain the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence to use the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business. The Customer shall not sub-license, assign or otherwise transfer the rights granted.

The Customer grants Bloom a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer during the duration of providing the Service and for the purpose of providing the Services to the Customer.

Limitation of liability

Nothing in these Conditions excludes or limits Bloom’s liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; or

Subject to the above, Bloom’s total aggregate liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising out of or in connection with the Services shall be limited to the total Fees paid by the Customer in the 12 months immediately preceding the event giving rise to the claim.

Subject to the above, Bloom shall not be liable for any:

(i) indirect, special, or consequential losses;

(ii) loss of profits, revenue, or anticipated savings;

(iii) loss of goodwill or reputation; or

(iv) loss of management time, howsoever caused.

Subcontracting and Assignment

Bloom may subcontract any part of the Services to suitably qualified third parties, provided that Bloom shall remain responsible for their performance. The Customer may not assign, transfer or otherwise deal with its rights or obligations under these Conditions without Bloom’s prior written consent.

General

Force majeure. Bloom shall not be in breach of the Conditions or any contract nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control whether or not such events, circumstances or causes were reasonably foreseeable.

Bloom may amend these Conditions from time to time. Any amended Conditions shall apply only to Services requested after the date on which the amended Conditions are notified to the Customer in writing.

These Conditions shall apply in lieu of and prevail over any alternative terms and conditions provided to Bloom or made available to Bloom by the Customer.

If any provision or part-provision of the Conditions become invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Conditions.

The Conditions, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

Each party agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Conditions or its subject matter or formation.

Exclusion of Other Terms

These Conditions apply to the Services to the exclusion of any other terms the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Interpretation

The following definitions and rules of interpretation apply in these Terms and Conditions.

Definitions

“Bloom” means Bloom Regulatory Limited, 27 Old Gloucester Street, London, WC1N 3AX, United Kingdom, company number 11785071.

“Conditions” means these terms and conditions as amended from time to time in accordance with the provisions in this document.

“Controller”, “process”, “Personal Data” shall each have the meaning ascribed to them in the UK Data Protection Legislation.

“Customer” means the person or company who purchases Services from Bloom.

“Data Protection Legislation” means the UK Data Protection Legislation, subordinate legislation and amendments relating to Personal Data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).

“Deliverables” means any physical output of the Services such as reports, checklists, assessments or training materials which Bloom provides as part of the Services.

“Fees” means the fees payable by the Customer to Bloom for the Services.

“Services” means the services, including the provision of any Deliverables, supplied by Bloom to the Customer.