Innoeco Lab Solutions -Governing Terms of Service - Master Terms and Conditions for R&D and Services

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These Terms and Conditions ("Terms") govern all invoices, quotes, products, prototypes, formulations, and services ("Services") provided by Innoeco Lab Solutions ("Innoeco," "we," "us," or "our") to the client ("Client," "you," or "your"). By paying this invoice, remitting a deposit, or instructing Innoeco to commence work, the Client unconditionally accepts these Terms.

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1. Administrative Procedure and Order Confirmation​

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The initiation of an order or service request through online platforms is classified strictly as a preliminary administrative step. The submission of such a request does not constitute a confirmed order or a binding contractual agreement. An order is only deemed confirmed, and subsequent laboratory services initiated, upon the fulfillment of three mandatory conditions: (a) the successful completion of a formal consultation meeting between the Client and Innoeco Lab Solutions (conducted either virtually or in person), (b) the subsequent issuance of an official, itemized invoice by Innoeco Lab Solutions, and (c) a scope of work signed by Innoeco formalizing the work to be done.

1.1. Authority to Bind: The individual initiating the order, remitting payment, or signing the scope of work formally warrants that they possess the legal and fiduciary authority to bind their respective corporation, partnership, or entity to these Terms.

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2. Scope of Services and R&D Nature

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The Client acknowledges that Cosmetic and Nanomedicine Research & Development (R&D) is an inherently unpredictable scientific process. While Innoeco utilizes expert skill and care, we do not guarantee specific formulation outcomes, sensory profiles, or stability pass rates on the first iteration. Services are executed in defined phases (e.g., Product Roadmap, Pilot Batch, Stability Testing). Progression to subsequent phases is contingent upon the successful completion of and payment for the prior phase.

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3. Payment Terms & Non-Refundability

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3.1. Invoicing: Payment is due in full within the timeframe specified on the invoice, or prior to the commencement of the specific project phase if a deposit is required.

3.2. Non-Refundable: Due to the bespoke nature of R&D, the immediate allocation of laboratory resources, and the procurement of specialized chemical ingredients, all payments, deposits, and installments are strictly non-refundable under any circumstances.

3.3. Late Payments: Late payments will incur interest charges at a rate of 2% per month or the maximum rate permitted by law. Innoeco reserves the right to immediately suspend all ongoing laboratory work, stability testing, and the release of reports or intellectual property until the outstanding balance is settled in full.

3.4. Payment Disputes and Chargebacks: In the event of a billing dispute, the Client is required to contact Innoeco Lab Solutions to seek formal resolution prior to initiating a chargeback with their financial institution. The initiation of a chargeback without prior dispute resolution efforts immediately suspends all ongoing laboratory services and revokes any provisional intellectual property licenses. The Client accepts liability for administrative and legal costs incurred by Innoeco Lab Solutions in responding to unjustified payment disputes.

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4. Formulation Iterations, Revisions, and Delays

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4.1. Revisions: Pilot Batch formulation includes a strict limit of two (2) rounds of sensory/aesthetic revisions, as outlined in the project scope. Any further revisions, major chemical alterations, or changes to the "Hero Ingredient" after Phase 1 approval will incur additional R&D formulation fees. 4.2. Stability Testing: If a formulation fails Phase 3 Stability Testing (e.g., pH shifts, separation, or failed freeze-thaw cycles), Innoeco will advise on necessary adjustments. Any required reformulation and subsequent re-testing will be conducted at the Client's expense. Innoeco is not liable for time lost due to failed stability tests.

4.3. Client Delays: The Client must provide feedback on Pilot Batches or reports within fourteen (14) days of receipt. Failure to provide feedback within this timeframe constitutes unconditional acceptance of the deliverable. Prolonged delays by the Client may result in the project being placed on hold, subject to a laboratory re-initiation fee to resume work.

4.4. Project Dormancy and Abandonment: A project is classified as dormant and abandoned if it remains inactive for a period exceeding sixty (60) days due to Client inaction, including but not limited to a failure to provide required specifications, respond to communications, or schedule mandatory phase meetings. Upon abandonment, all previously remitted funds are forfeited to cover administrative allocations and laboratory opportunity costs. Re-initiation of an abandoned project necessitates a new scoping assessment and is subject to current market pricing.

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5. Laboratory Scheduling and Capacity

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To ensure laboratory calibration and strict quality control, Innoeco dictates all testing and formulation schedules. We require mandatory buffers (e.g., 3-week staging) between project kick-offs. We reserve the right to stagger, delay, or reschedule phase activations at our sole discretion without penalty.

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6. Intellectual Property (IP) and Ownership

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6.1. Background IP: All pre-existing formulas, delivery systems, methodologies, trade secrets, and base architectures ("Background IP") utilized by Innoeco remain our sole and exclusive property. No license is granted to the Client for our Background IP outside of the specific product delivered. Innoeco explicitly reserves the right to use its Background IP, base formulas, and delivery mechanisms to develop products for other clients.

6.2. Foreground IP and Licensing: All specific formulations/technologies developed during this engagement ("Foreground IP") remain the sole and permanent property of Innoeco Lab Solutions. Upon full, final, and cleared payment of all invoices related to the project, the Client will be granted an exclusive, non-transferable license to commercialize and utilize the finalized Foreground IP. Should the Client elect to scale or manufacture the product through a separate, third-party manufacturer, Innoeco will provide only standard manufacturing instructions (e.g., the bill of materials and ingredient percentages). To protect Innoeco's proprietary Background IP, these third-party manufacturing instructions will strictly exclude trade secrets, including but not limited to proprietary shear rates, phase addition orders, and specialized compounding methodologies.

6.3. Non-Compete: Upon full payment, Innoeco agrees not to utilize the exact, identical Foreground IP (the final, unique Client formula) to manufacture an identical product for a direct competitor of the Client for a period of twelve (12) months from the final delivery date.

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7. Client Responsibilities and Indemnification

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7.1. Regulatory Compliance: The Client is solely responsible for the legal, medical, and regulatory compliance of the final product in their target market. This includes, but is not limited to, marketing claims, cosmetic registration, PIF (Product Information File) compilation, and packaging suitability. Innoeco provides R&D and manufacturing services only and explicitly disclaims liability for the Client's marketing claims.

7.2. Indemnification: The Client agrees to fully indemnify, defend, and hold harmless Innoeco Lab Solutions, its scientists, and employees from and against any and all claims, damages, liabilities, lawsuits (including end-user claims of adverse skin reactions or product failure), and legal fees arising from the Client's sale, distribution, or marketing of the formulations and products developed by Innoeco.

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8. Warranty Disclaimer

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8.1. Physical Goods: Innoeco warrants that Pilot Batches and physical goods will correspond to the agreed-upon laboratory specifications at the time of delivery. Innoeco expressly disclaims all other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose. 8.2. Consulting & Advice: All strategic, operational, and chemical consulting is provided based on the information supplied by the Client. Innoeco does not warrant specific commercial outcomes, market success, or sales results.

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9. Limitation of Liability

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Innoeco Lab Solutions' total cumulative liability for any breach of contract, negligence, or any other claim arising from this engagement shall be strictly limited to the total amount paid by the Client for the specific phase or service giving rise to the claim. Under no circumstances shall Innoeco be liable for any indirect, special, incidental, punitive, or consequential damages, including but not limited to loss of profits, product recall costs, loss of brand reputation, or business interruption, even if advised of the possibility of such damages.

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10. Confidentiality

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Both parties agree to hold all non-public, proprietary information, formulations, and business strategies in strict confidence. This obligation survives the completion or termination of the project indefinitely.

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11. Acceptance and Inspection

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Upon delivery of any Pilot Batch, physical product, or finalized written report, the Client has five (5) business days to inspect and report any defects, non-conformities, or damage in writing. Failure to report within this strict timeframe constitutes the Client's total, unconditional acceptance of the deliverables.

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12. Shipping, Delivery, and Risk of Loss

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All physical deliverables, including Pilot Batches and finalized products, are shipped "Ex Works" (EXW) from the Innoeco Lab Solutions facility in KwaZulu-Natal. The risk of loss, damage, or customs detainment transfers entirely to the Client upon handover of the goods to the designated courier. Shipping and associated freight costs are not included in standard service packages unless explicitly itemized in the formal invoice.

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13. Supply Chain and Material Availability

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Formulations and cost estimates are subject to global raw material availability and market fluctuations. Should a specified ingredient become unavailable or experience severe price volatility between project phases, Innoeco Lab Solutions reserves the right to substitute the ingredient with a clinically equivalent alternative or apply a procurement surcharge, subject to prior Client notification and approval.

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14. Authorized Communication Channels

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All official project approvals, formulation directives, and feedback must be transmitted in writing via authorized email or the designated Innoeco online client portal. Verbal instructions, text messages, and communications via unauthorized social media platforms do not constitute binding directives and will not be executed by laboratory personnel unless formally documented and acknowledged through official channels.

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15. Force Majeure

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Neither party shall be liable for any failure or delay in performing its obligations where such failure results from causes beyond its reasonable control, including but not limited to supply chain disruptions, chemical shortages, power failures, acts of God, or government restrictions.

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16. No Waiver of Rights

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The failure, delay, or leniency by Innoeco Lab Solutions in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof. Any single or partial exercise of a right shall not preclude further exercise of that right or the exercise of any other right. Any indulgence, forbearance, or extension of time granted to the Client is strictly without prejudice and shall not be construed as a modification of these Terms or a waiver of Innoeco Lab Solutions' strict legal rights to enforce these Terms in the future.

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17. Governing Law, Jurisdiction, and Severability

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These Terms are governed by the laws of the Republic of South Africa. Any disputes shall be subject to the exclusive jurisdiction of the courts located in KwaZulu-Natal. If any provision of these Terms is deemed invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.