1.1.        Our Company. AIR LABEL SRL (hereinafter “AIR LABEL”) is a Belgian Customer with registered offices located Avenue des Volontaires, 19, 1160 BRUSSELS, Belgium and registered under VAT number BE 0721823817.

Contact details :

Address : Avenue des Volontaires, 19, 1160 BRUSSELS, Belgium

Official URL : www.derma-score.com

Phone :  +32 2 808 18 34

Email : contact@derma-score.com

1.2            Our services. AIR LABEL provides an estimated skin tolerance labelling service for products that come into contact with the skin, such as cosmetics, cleansers, textiles, and hygiene products. Evaluations are conducted based on toxicological assessments performed by independent experts, using the full quantitative composition submitted by the manufacturers. These evaluations are grounded in current scientific literature and align with internationally recognized safety standards, including those from SCCS, CIR, NICNAS, NTP, and IARC.

The Derma Score label (hereinafter “the Label”) provides consumers with a clear and independent indicator regarding the estimated skin tolerability of a product, based on a toxicological evaluation of its composition. It is based on an in-depth evaluation of the presence and potential impact of allergens, irritants, endocrine disruptors, and CMR substances (carcinogenic, mutagenic, reprotoxic). Each product is assigned a score ranging from A+ (highly tolerated) to C (lower tolerance), helping consumers make informed choice, particularly those with sensitive skin or seeking to avoid certain chemical risks.

The Label is awarded following a detailed risk assessment methodology that considers realistic exposure scenarios, systemic absorption (SED), and toxicological thresholds (NOAEL), going beyond regulatory compliance. This approach ensures a robust, science-based evaluation and reflects the latest public health concerns, offering a trustworthy benchmark in the field of skin tolerability.

2.1.        The present terms and conditions (hereinafter “Conditions”) govern the partnership between AIR LABEL and its professional customers, Belgian or foreign (hereinafter “the Customers”). The Conditions apply exclusively to the labelling services provided by AIR LABEL, including the use of the Label based on the offer issued by AIR LABEL (hereinafter “the Offer”). The Conditions are an essential part of the contract to be concluded by AIR LABEL with the Customer and their applicability shall be a condition of the formation of the contract, which shall be exclusively governed by these Conditions and the Offer of AIR LABEL.

2.2.        Contractual Framework. By placing an order with AIR LABEL or accepting an Offer, Customers expressly agrees to the comply with:

• the Privacy policy, as per available on our Website https://air-label.com/en/politique-de-confidentialite ;
• these Conditions;
• the Offer.

The Conditions set out the entire agreement between AIR LABEL and the Customer with regard to the rights and obligations of both AIR LABEL and Customers. Any other document (general terms and conditions of the Customer or third parties, business documents, charters, etc.) shall therefore not apply. The Parties agree that there may only be a derogation to the Conditions, subject to prior written consent of AIR LABEL. Acceptance by AIR LABEL of orders issued by the Customer or order confirmation provided by AIR LABEL to the Customer do not constitute waiver of the application of these Conditions. Whenever AIR LABEL has expressly agreed to waive any rights arising out these Conditions, these shall remain applicable in addition.

2.3.        Amendment. Customers acknowledge and agree that

i) AIR LABEL may amend these Conditions, subject to prior reasonable notice communicated through appropriate means;

ii) the amended Conditions shall apply as of their effective date, unless the Customer expressly objects in writing before the date. The new Conditions may also apply immediately upon formalization of a mutual agreement between the Parties.

2.4.        Governing Language. Conditions are available in English. Only the English version shall prevail and be applicable to any Customer.

3.1.        Conditions means the present terms and conditions, including the Offer, the privacy policy and the Legal terms made available on the Website;

3.2.        Confidential Information means any information disclosed by AIR LABEL or the Customer to the other a Party in oral, written, electronic, visual or other form, including during meeting(s), visit(s) or otherwise, that it considers proprietary and confidential, including (but not limited to) any portion of any scientific or technical information, design, process, procedure, formula, data, improvements, biological material, software programs and source documents, and information relating to the Parties’ financial affairs, products, processes, services, customers, customer lists, business plans, employees, employee compensation, research, development, engineering, ideas, inventions, intellectual property, patent applications, know-how, works of authorship, manufacturing, purchasing, accounting, distribution, and marketing, or any information, which, at the time it is disclosed in any form, is or reasonably should be known by the Receiving Party as confidential(hereafter “Confidential Information”);

3.3.        Consumer(s) means clients of Customer who are intended to buy or use labelled Products commercialized by Customer under the Label. AIR LABEL has no direct contractual relationship with Consumers;

3.4.        Customer(s) means AIR LABEL client which is provided with Services in connection with Product(s) they manufacture and commercialize under their own liability;

3.5.        Label refers to i) the different versions of the Derma Score label protected under EU trademark n° 019087281, regardless of thecode applied to it and the tolerance range attached (or not) or the language used, such as:

And to ii) scientific and methodological aspects and know-how which are being used by AIR LABEL in connection with the Services.

3.6.        Offer means AIR LABEL proposal that, in conjunction with these Conditions, govern the relationship between AIR LABEL and the Customer and describe Services to be provided by AIR LABEL related to Customer’s Product according to clause 4 and the financial conditions to be paid by Customer to AIR LABEL according to clause 5 of the Conditions;

3.7.        Products means the products of the Customer to be subject to AIR LABEL Services;

3.8.        Service(s) means the labelling services of the Products to be provided by AIR LABEL under these Conditions, to the extent described within the Offer;

3.9.        Website means the site of Derma Score available on the URL derma-score.com

4.1.        Service Scope. All Services related to Customer product are described on AIR LABEL Offer and shall be provided on an “as is” and “as available” basis. AIR LABEL makes no warranties regarding the specific outcomes of the Label use.

Any description, experience, Product or content related to Services to be provided by AIR LABEL to Customer, including on the Website, is indicative and may vary from the corresponding content to other Customers. AIR LABEL disclaims any liabilities arising out of any discrepancies to this end.

4.2.        Exclusive Use of the Label. All Services are provided by AIR LABEL to Customer on an exclusive basis, in order to prevent from distorting the message of AIR LABEL and misleading towards Consumer.

For the whole duration of the contract, Customer shall refrain communicating, reproducing or otherwise using, in connection with any Product described in the Offer, on any product of Customer, website, or communication, any Product to- or any communication from any other label, certification by an internal or external body, with:

• a rating for its Product that follows the same kind of colour coding, ranging from green to red, regardless of the purpose of the information provided;
• a rating for its Product that follows an alphabetical code, such as A+, A, B, C, regardless of the purpose of the information provided;
• a logo, brand, certification or verbal or figurative mention concerning the subjects covered by the Derma Score label, namely cutaneous tolerance, allergenic substances, irritants, endocrine disruptors, and CMRs.

This exclusivity shall apply to a labelled Product and does not concern formulation or composition of the Product itself. As a result, Customer shall remain bound by exclusivity related to the Product Label even if any change in the composition or formula of the Product has been implemented, on a voluntary basis or not.

This exclusivity shall not apply to:

• any legal requirement that Customer shall be obliged to attach, mention, integrate to a Product.
• Any label exclusively related to environmental impact or organic origin, such as Ecocert, Ecolabel or other sustainability-focused certification.

4.3.        Service Timelines. Except otherwise agreed, any deadlines provided by AIR LABEL for Services delivery are indicative and non-binding. AIR LABEL shall provide its best endeavors to estimate delivery time properly. AIR LABEL shall however not be held responsible and will bear no liability in case of failure or delay by delivery of the Services; no refund may be claimed by the Customer for any delay, which was caused due to reasons beyond the control of AIR LABEL, such as force majeure or decision of AIR LABEL’s partner or providers.

4.4.        AIR LABEL’s Best Efforts Obligation. AIR LABEL undertakes to use its best efforts to provide the Services with professionalism and diligence. This constitute a best efforts obligation, meaning that AIR LABEL is committed to implementing all necessary means to ensure the continued performance of the agreed Services, but does not guarantee a specific outcome. Upon execution by the Customer of the obligations set out in these Conditions, AIR LABEL shall deploy all reasonable efforts and resources to deliver the Services in accordance with these Conditions and the Offer.

More particularly, AIR LABEL shall provide Services and the related evaluation in connection with labelling of Customer Product based on the following terms and conditions:

a. AIR LABEL shall remain completely independent in its decision-making process, with respect to states, institutions, interest groups and Customer.

b. AIR LABEL shall collaborate with partner toxicology offices to perform evaluations related to Services and labelling of Customer Products, it being understood that:

• All toxicology offices shall remain completely independent and subject to non-disclosure agreement;
• Toxicology offices shall carry out evaluations based on the Derma Score scientific reference framework, using ingredient information and concentrations declared by the Customer, and applying realistic consumer exposure scenarios. The assessment shall follow scientific principles derived from international toxicological guidance (including SCCS, CIR, NICNAS, NTP, IARC), and shall consider toxicological reference value such as NOAEL, SED or other scientifically recognised thresholds. The evaluation shall focus on identified substances of concern, including classified allergens, irritants, CMR substances (categories 1A, 1B, 2), and endocrine disruptors listed under SVHC and AGEC criteria ;
• Toxicology offices shall remain fully independent and must demonstrate recognized expertise in cosmetic toxicology and risk assessment related to skin exposure. Toxicology offices shall be required to provide the necessary accreditation to perform the evaluations.

c. The evaluation does not rely on analytical laboratory testing of the final product, except when explicitly required. Instead, methods used by toxicology offices are documentary in nature and refer to structured toxicological risk assessment approaches. These methods follow internationally recognised scientific literature and may incorporate reference frameworks such as SCCS Notes of Guidance or OECD guidelines, where relevant.

Additionally, AIR LABEL defines at its own discretion the evaluation scenarios in consideration of the type of exposure, the usage location and destination and the type of use for the Product. Evaluation scenarios are developed so as to correspond to ‘normal and realistic’ use.

To the extent, scenarios developed are based on Customer usage recommendations with respect to quantity, dilution or any other factor, AIR LABEL shall make its best endeavours to test such usage recommendations in advance and confirm that they align with the actual use of the Product by the Consumer.

d. During the evaluation of a Product, each compound is individually evaluated and quantified. Each of these substances receives a tolerance ranging from A+ to C, in accordance with all of the international regulations and standards used by AIR LABEL, as follows:

The tolerance level assigned to the Product shall correspond to the lowest score obtained by any substance identified during the evaluation, it being understood that the overall score shall also be impacted by the cumulative presence of allergenic substances, the number of components exceeding toxicological thresholds, and the presence of substances classified as carcinogenic (CMR), endocrine disruptors, or skin irritants.

Additional criteria may be added by AIR LABEL at its own discretion to the extent necessary and in accordance with scientific developments, upon prior notice to the Customer, if necessary.

e. According to clause 6.3 h), AIR LABEL shall proceed with random inspection, on a yearly basis, in order to verify that the labelled products have not been subject to any voluntary or involuntary modifications, random or targeted evaluations are carried out every year on a selection of products.

f. Customer agrees that the Label is granted for a period of twelve (12) months and may be renewed for the same period upon new evaluation by AIR LABEL, which shall be carried out by a monitoring committee to i) verify that no incorporated standard has had an impact on the toxicity rating of Customer Product; and ii) to assess compliance of Customer with clause 6.3 of these Conditions.

Subject to the conditions set forth in clause 7.1, Customer or AIR LABEL shall notify its decision to terminate the contract no later than thirty (30) calendar days before the anniversary date of its issuance. Failing this, the Conditions shall be automatically renewed, and the results of the evaluation carried out on the Product for the Customer shall be compared to the updated database for control purposes, no later than six (6) weeks before the end of the year.

g. For sake of transparency towards Consumers, AIR LABEL is allowed to publish on the Website its commitments regarding to Services, toxicology offices involved and evaluation scenarios. Customer agrees that AIR LABEL experts may answer any questions Consumers may have.

Additionally, AIR LABEL shall provide Customer with an access to a 330-character insert in order to describe its Product on each dedicated page of the Website. The phrase ‘Manufacturer’s note’ shall precede this; it is agreed that Customer remains liable for any content provided to AIR LABEL.

AIR LABEL shall be entitled to inspect and modify, upon prior notice to Customer, in the event that the information is misleading or does not align with the analysis methodology used during the labelling process.

h. Upon Customer request, AIR LABEL shall provide Customer with communications support or material. AIR LABEL shall additionally support Customer during press conferences upon request, at the expense of the Customer. Writing speeches, text that appears on promotional materials and creating visuals and graphic materials shall remain the responsibility of the Customer.

4.5.        AIR LABEL shall provide its best endeavour to i) provide Services and the related evaluation based on most of recognised national and international recommendations, standards, law and regulations and ii) to anticipate and integrate new regulations and recommendations that are relevant in connection with the Services and the labelling of Customer Product. AIR LABEL may however not be held liable in the event that certain standards or recommendations are not part of the Services provided to Customer. Customer agrees that AIR LABEL may decide at its own discretion standards or recommendations to be considered in the scope of the Services and shall not be liable not to integrate, either on Customer request or not, any standards, recommendations, laws or regulations in the scope of Services.

AIR LABEL shall provide its best efforts to regularly updates its databases in order to i) incorporate new standards that can be incorporated; or ii) monitor of standards already incorporated, which content and requirements are to be updated with new regional, national or international standard requirements. AIR LABEL shall update its database according to the following process:

a. AIR LABEL shall incorporate new standards or new requirements of current standards into its database at AIR LABEL earliest convenience, in order to proceed with proper validation of the methodology used and the authority that issues the new standard possible.

b. It is agreed that the new standard could point to a higher or lower level of toxicity than what was previously the recognised standard for certain substances; in the event of a change in product tolerance ranging due to the new standards considered, AIR LABEL shall inform Customer of this potential change to the ranging in writing.

Customer agrees to the following procedures:

i) Product obtains a better tolerance ranging

To the extent Customer is desirous to use the Label in the following year:

• Customer shall pay the annual usage fees in accordance with Clause 5;
• Customer may change the ranging and use the related Label on any communication materials;
• AIR LABEL shall change the tolerance score received on the Website within thirty (30) days of the payment of the annual usage fees.

ii) The Product obtains a better tolerance ranging and the Customer is desirous to use the Label in the following year with the new score:

Practical aspects:

• Customer shall pay the annual usage fees in accordance with Clause 5;
• Customer shall notify AIR LABEL about the batch number for labels that have already been printed, or the number of labels that have been printed and the exhaustion period.
• Customer shall sign a statement containing the communication commitments outlined below as well as a commitment with regard to its own liability related to the commercialisation of the Product.
• AIR LABEL shall change the ranging received on the Website immediately.

Communication:

• Customer shall change the tolerance ranging and the related Label on all of its online, TV and radio media within six (6) weeks.
• Customer shall refrain from printing any new labels and any kind of communicative materials upon receipt of the notification about the change in the tolerance ranging.
• Customer shall refrain from any new external communications about the Label and/or the previous tolerance ranging upon receipt of the notification about the change in the tolerance ranging.
• Customer shall notify and require from its media and press agency, as well as all its employees, to comply with the aforementioned points.

iii) Product obtains a lower tolerance ranging and Customer no longer intends to use the Label, but it will still have products on the market after the end of the current year:

If Customer decides not to use the Label anymore with the new tolerance ranging in the following year, but it has a stock of printed labels that will be placed on the market under its own liability after the current Year:

Practical aspects:

• Customer shall pay the annual usage fees in accordance with Clause 5;
• Customer notifies AIR LABEL about the batch number for labels that have already been printed, or the number of labels that have been printed and the exhaustion period.
• Customer shall sign a statement containing the communication commitments outlined below, as well as a commitment with regard to its own liability related to the commercialisation of the Product.
• At Customer’s discretion: AIR LABEL shall change the tolerance ranging received on its website at the end of the current period, or Product shall be removed from the Website.

Communication:

• Customer shall change the tolerance ranging and the related Label on all of its online, TV and radio media within six (6) weeks.
• Customer shall refrain from printing any new labels and any kind of communicative materials upon receipt of the notification about the change in the tolerance ranging.
• Customer shall refrain from any new external communications about the Label and/or the previous tolerance ranging upon receipt of the notification about the change in the tolerance ranging.
• Customer shall notify and require from its media and press agency, as well as all its employees, to comply with the aforementioned points.
• To the extent the communication costs have been paid, Customer may notify the new tolerance ranging, during the coming year.

iv) Product obtains a lower tolerance ranging and the Customer no longer intends to use the Label and shall no longer have Products on the market at the end of the current year:

Practical aspects:

• Customer shall not pay any annual usage fees for the coming year.
• Customer shall notify AIR LABEL about the batch number for labels that have already been printed, or the number of labels that have been printed and their exhaustion period.
• Customer shall sign a statement containing the communication commitments outlined below as well as a commitment with regard to its own liability related to the commercialisation of the Product.
• AIR LABEL shall remove the Product from the Website immediately.

Communication:

• Customer shall change the tolerance ranging and the related Label on all of its online, TV and radio media within six (6) weeks.
• Customer shall refrain from printing any new labels and any kind of communicative materials upon receipt of the notification about the change in the tolerance ranging.
• Customer shall refrain from any new external communications about the Label and/or the previous tolerance ranging upon receipt of the notification about the change in the tolerance ranging.
• Customer shall notify and require from its media and press agency, as well as all its employees, to comply with the aforementioned points.

v) Product obtains a lower tolerance ranging and the Customer is desirous to continue to use Label based on new formulation of the Product

• Customer shall initiate a new labelling process for a new Product, while still complying with the aforementioned procedures and obtain a new tolerance ranging, based on a new evaluation.
• In the event that the new Product evaluation receives a tolerance ranging that the Customer intends to communicate, the annual usage fees paid for the first and current Product may be carried over to the new Product.
• AIR LABEL shall issue a notification on the Website
• Customer shall inform Consumers on all of its online, TV and radio media within six (6) weeks.
• Customer shall refrain from printing any new labels and any kind of communicative materials upon receipt of the notification about the change in the tolerance ranging.
• Customer shall refrain from any new external communications about the Label and/or the previous tolerance ranging upon receipt of the notification about the change in the tolerance ranging.
• Customer shall notify and require from its media and press agency, as well as all its employees, to comply with the aforementioned points.
• Customer shall remain solely liable with regard to the commercialization of the Products

5.1.       Service Fees. Prices for Services are described within the Offer and shall remain valid for a period of twelve (12) months. Prices may be revised on a yearly basis. Any revision shall be subject to a prior notice sixty (60) days before the end of the year.

Prices shall include:

a. Evaluation and report fees

The cost of the evaluations depends on the type of Product and shall be systematically linked to a quote, which is contained in the Offer.

The related Service include:

• A toxicological documentary evaluation of the formula, carried out by independent toxicologists according to the Derma Score reference framework;
• Review of the complete composition (INCI list and quantitative percentages) as declared by the Customer;
• Identification and assessment of classified allergens, irritants, CMR substances (categories 1A, 1B, 2), and endocrine disruptors as per SVHC and AGEC lists;
• Estimation of cutaneous exposure under realistic and standardized usage scenarios (quantity, frequency, surface area)
• Determination of a Derma Score rating (A+, A, B, or C), according to the Derma Score methodology;
• Issuance of a final report in one language (FR or EN) with a summary of findings and justification of the rating.

Customer agrees that, in the event Air Label expressly requests physical samples of the Product for evaluation purposes, the cost related to shipment of the Product(s) to be evaluated to the operating headquarters of AIR LABEL are not included in the evaluation and report fees.

Additionally, the submission of the report does not entitle Customer to communicate the tolerance ranging received, regardless of the communication method. Customer shall refrain from any communication without prior written consent of AIR LABEL.

b. Periodic fees 

AIR LABEL shall invoice, on a yearly basis, periodic fees for the use of the Label for each Product, according to the quote contained in the Offer.

The related Services include:

• the issuance of the style guide for the use of the Label and usage rights for the Label on labelled Products;
• annual re-evaluation of the appropriateness of the tolerance range received by these Products, in light of new scientific and regulatory developments;
• the use of the Label on communication media:

– publication of a Product on the main page of Website for thirty (30) days;

– publication of all the Products on the ‘Products’ page of the Website for the duration of the period for which periodic fees are paid;

– documentation about the Label and evaluation of substances in contact with the skin;

– PR campaign: product citation and recommendation; product recommendation (professionals, individuals, conferences, seminars, doctors, trade fairs, etc.).

Customer agrees that:

• Periodic fees shall be due to AIR LABEL provided that Customer decides to communicate the Label, and the Tolerance range received, including notably through the commercialisation of the Product, and must be paid before any communication occurs. No communication is authorised prior to the payment of these fees, whether to the press, consumers, distributors, competitors or any other person outside of the Customer.
• The invoice for periodic annual usage fees shall be sent fifteen (15) calendar days before the next coming year. No Product bearing the Label may be sold on the markets of the Customer, or its distributors, if this sum is not paid by the fixed deadlines.
• Periodic annual fees are owed for each Product that the Customer intends to communicate about, under the same brand. In the event that a Product from the Customer is evaluated and the Customer wishes to communicate the Tolerance range received through several brands, the annual fees shall be owed for each of these brands, regardless of whether these brands belong to them or third-party companies.

If the communication concerns a brand belonging to a third party (or a Product manufactured by a third party), payment of the annual usage fees shall be due from Customer for any Product it wishes  to communicate before any kind of communication is carried out. Customer shall remain liable and responsible for any consequences on- or in relation the agreement concluded by Customer with this third party.

• Periodic annual usage fees per Product are included for one container and in one language; for sake of clarity, any change of the packaging of the Product shall be subject to a new periodic fee, without prejudice to any new labelling process to be required by AIR LABEL. An annual supplement, which is set out in the Offer, is requested for any use of the Label on another container or per additional language.

5.2.        Invoicing and Payment Terms. Prices shall be charged to the Customer at the time of acceptance of the order by AIR LABEL; the payment has to be made entirely by Customer, in accordance with Offer’s details, within thirty (30) days of the related invoice or may be subject to down-payment, as per detailed in the Offer.

5.3.        Currency and Taxes. All prices are in euros (EUR) and are exclusive of all taxes, such as VAT, which are borne by the Customer. All costs relative to bank drafts shall be borne by the Customer.

5.4.        Late Payment and Penalties. Offsetting is not authorized unless otherwise expressly agreed in writing. Notwithstanding Clause 5.2, the following provisions shall apply:

• In case of delayed payment, the Customer shall be liable to AIR LABEL, rightfully and without notice, for a lump sum of twelve (12) percent of the outstanding amounts and default interest at the rate of ten (10) percent per annum. In addition, AIR LABEL reserves the right to restrict or suspend the performance of all or part of its obligations in case of late payment, without prejudice to its right to terminate the contract without prior notice.
• The termination of these Conditions shall render payable all invoices issued by AIR LABEL, who shall be further compensated by the Customer for any losses sustained due to the termination of the Contract.
• Under penalty of forfeiture, any dispute relating to invoices must be made by email within eight days of the date of receipt of the invoice by the Customer. The claim must always mention the date and number of the disputed invoice.
• Any costs of collection or recovery of invoices due to AIR LABEL, whether amicably or by legal means, such as unpaid cheques, fees for formal notification, sending of payment reminders, fees of debt collection companies, lawyers and bailiffs, or any other court fees will be charged to the Client.

5.5.        Cancellation and Order Modifications. Any order accepted by AIR LABEL may not be amended or cancelled by the Customer, without prior consent of AIR LABEL. If Customer cancels his order or terminates the contract without the agreement of AIR LABEL, Customer shall owe AIR LABEL a default indemnity equal to thirty (30) percent of the total value, including VAT, of the order concerned.

6.1.        AIR LABEL retains exclusive ownership of all the rights related to the Label, the related trade names, trademarks, domain names, copyrights, trade secrets, and all other intellectual property rights, included know-how; logos and related icons, the content of AIR LABEL websites and marketing material are subject to exclusive AIR LABEL copyright (hereinafter “the Intellectual property rights”).

All Intellectual property rights shall remain the entire ownership of AIR LABEL and Customer hereto agrees and confirms that no part of any Intellectual Property rights mentioned hereinabove is transferred to the Customer. The unauthorized communication, reproducing, copying, modification, use or publication of these material and related Intellectual property rights is strictly prohibited without prior written consent of AIR LABEL.

6.2.        Restriction on Use. Except as expressly provided herein, the Customer acknowledges and agrees that it shall not communicate, reproduce, copy, republish, post, display, translate, transmit, reproduce or distribute any proprietary information of AIR LABEL, including Confidential Information, or in any other way infringe any Intellectual property right through any medium without obtaining the prior and require authorization from AIR LABEL.

6.3.        Trademark Status. The Label is registered as certification trademarks, notably within European Union, as set out under clause 3.5. As certification trademark, Customer represents and procures that it shall comply with the following Derma Score certification trademark policy, as follows:

a. Duration of Label’s use is granted for a fixed period of 12 months, which may be renewed for the same period subject to approval of AIR LABEL monitoring committee;

b. Customer shall use and exploit the Label in a reasonable and proper manner and in accordance with these Conditions; Customer shall refrain from any use that may cause prejudice to AIR LABEL or any third party or may be misleading for consumers;

c. Customer shall exploit the Label on its own name and shall remain solely liable for any industrial and/or commercial risks related thereto, including the communicative visuals developed and the commercial discourse and use of such visuals or any other material used by the Customer in connection with the Products. Customer explicitly agrees that Validation of the visuals by AIR LABEL does not release Customer of its liability.

Customer shall use the Label for promotional purpose, only, and in relation with its own activities; additionally, it shall refrain from any use of the Label in connection with any Products that Customer does not commercialize on its own name and own behalf and procures and represents that any Products which Label shall be used in connection with shall comply with all applicable laws and regulations in force in the European Union;

AIR LABEL may not be deemed liable for any commercial use of Labels by Customer, including, notably, any liability in connection with any Customer acts, commercial and marketing material that contains false, inappropriate, untrue or misleading allegations for the Consumer.

d. Customer represents and procures that Label shall be used exclusively in connection with classification products and services per listed in the related trademarks applications as set out under clause 3.5 (i.e. 2, 3, 4, 5, 6, 12, 16, 17, 19, 20, 24, 25, 27, 28); additionally, Customer has been informed and acknowledges that Services shall strictly relate to the evaluation of product formulations by independent toxicologists, based on declared ingredients and concentrations, and in accordance with use scenarios representative of typical consumer exposure to skin-contact products

Consequently:

• the result of the evaluation and the related rating issued by AIR LABEL regarding the Derma Score rating assigned to the Customer Product (A+, A, B, C, D) may not be used by the Customer for any other purpose and/or in connection with any other evaluation criteria or parameter, other than those assessed under the Derma Score methodology by AIR LABEL;
• Customer shall comply with the dilution rate, amount applied, frequency of use, and any other usage parameters defined by AIR LABEL, based on exposure scenarios representative of standard consumer use of the Product. Customer warrants that the method of use, dilution and usage instructions communicated shall never exceed those considered in the Derma Score evaluation, including, to the extent of the Label is used, across all communication (website, packaging, and miscellaneous materials).

e. Customer shall not use the Label prior to the evaluation of Products by AIR LABEL, in accordance with the process set out in clause 4.4 and 4.5.

Customer shall refrain i) from any communication or Label reproduction prior to issuance of the Label; and ii) any communication related to information provided by AIR LABEL, either confidential or not, save the information concerning the tolerance ranging by the Product within AIR LABEL evaluations.

Customer agrees not to provide any comment or extrapolation of results; furthermore, it shall not communicate on the presence or absence of a substance in the Product without addressing the related tolerance range of the Product.

f. Customer represents and procures that each Product and information about the Product sent to AIR LABEL is an unaltered original and in its final version.

Customer shall communicate to AIR LABEL, spontaneously, any analyses or evaluation that have already been carried out by a toxicology office that Customer had already commissioned directly and shall guarantee that AIR LABEL may use their results, provided that they satisfy the following criteria:

• The toxicology office is independent from the Customer and their respective associates.
• The toxicology office is accredited by national accreditation body and are fully allowed to operate within the European Union. Customer shall make sure that the laboratory shall send their accreditations to AIR LABEL.
• Customer confirms that the composition and container of the Product have not been altered.
• The evaluation shall be communicated in a format and shall include all data that allows AIR LABEL to extrapolate the evaluation that have been carried out previously by third-party toxicology office, so that they can be matched with the results established by AIR LABEL. It is agreed that completion of the provided data, as well as format of evaluation shall be defined by AIR LABEL at its own discretion.

g. Customer shall:

• Provide, at AIR LABEL first request, statement and evidence, which confirm that the Products collected in their premises and factories, or sent for evaluation, are unaltered, originals in their final form.
• Shall use the Label exclusively for Products and containers that have been validated in advance by AIR LABEL and for which fees have been paid;

In the event that various containers for the labelled Product are deemed to be used by Customer, the Label may be reproduced on each of these under the following cumulative conditions:

–                 the recommendations for use are identical for the various containers;

–                 the methods of use are identical;

–                 AIR LABEL has given its prior consent in writing;

–                 the annual usage fees for this additional container have been paid by the Customer to AIR LABEL.

• Commercialize Products at its sole and own liability and shall refrain from changing i) the formulation, composition and concentration of Products, once evaluation process has been submitted to AIR LABEL; ii) recommendations for use, dilution and preparation of labelled Products;

Customer undertakes to i) immediately inform AIR LABEL in writing about any change to the composition or formulation of a Product, however small it may be, before any commercialization or promotion of this new Product; and ii) submit a new evaluation of this Product by AIR LABEL. When it comes to carrying out this new evaluation for a previously labelled Product, the price for the re-evaluation will be subject to the issuing of a new Offer by AIR LABEL. Without a new evaluation from AIR LABEL, the Label may not be reproduced on the new Product or on communicative materials relating to it under any circumstances (website, packaging, miscellaneous communications, etc.).

• Send to AIR LABEL the first batch numbers for each labelled Product manufactured upon issuance of Derma Score labelling;
• Refrain from any act which confusion among consumers may arise or result, between certified and non-certified products;
• Provide, at AIR LABEL’s first request, a written statement and evidence, which confirm that the Products collected in their premises and factories, or sent for analysis, are unaltered, originals in their final form and compliant with all applicable laws;
• Provide, at least once a year, a written statement and evidence, which confirm that the composition of labelled Product has not been changed or otherwise altered, either voluntary or not.

h. Except otherwise agreed, Customer shall allow- and cooperate with audit and inspection that AIR LABEL may perform at its own expense, it being agreed that a minimum of ten percent (10%) of Products that have been placed on the market by the Customer during the previous year shall be re-evaluated as a result.

These inspections are carried out based on Products purchased at a point of sale or based on samples that are collected in the factory or production site.  To this end, Customer authorizes AIR LABEL to visit Customer factories during opening hours and shall be entitled to request a sample.

In the event that this inspection evaluation shows a change in composition, AIR LABEL shall contact the Customer within seven (7) working days of receiving the results to determine the origin. A second inspection evaluation may be carried out based on a second random purchase at a point of sale, at the expense of AIR LABEL and upon the request of the Customer. In the event that the error is confirmed during this second inspection evaluation, AIR LABEL shall automatically consider that there has been a modification or alteration in the composition of the Product, regardless of whether this was intentional or unintentional.

Within thirty (30) calendar days of receiving the written notification from AIR LABEL sent by registered letter with acknowledgement of receipt, Customers shall:

• remove any mention of the Label for the relevant Product(s) from all media;
• change the Label for the relevant Products for any new printing, by attaching the new tolerance range or removing the Label from any new printing;
• compensate AIR LABEL, for any prejudice arising out any breach of Clause 6.3;

The Customer may, if it so wishes and at its own expense, have two samples evaluated after the disputed samples. These samples shall be purchased by AIR LABEL randomly. If the newly evaluated products comply with the result of AIR LABEL evaluation, AIR LABEL shall consider that only the first batch that was re-evaluated was contaminated. As a result, the Product may regain its Label based on original rating and specification. An explanatory note may be included on AIR LABEL website to explain any change in the rating.

i. Customer shall make sure to use, in an appropriate manner, a ™ or ® sign, as to remind third parties that the Label is registered as trademark and shall comply, at any time, with style guide and/or any instructions from AIR LABEL.

Customer acknowledges that AIR LABEL may modify the Label at its own discretion.

Additionally, Customer shall:

• submit to AIR LABEL each label (front/back) affixed to a Product with the Label for prior approval. This advance validation is mandatory for each version of a Label: additional packaging, different container(s), other size(s) of the Product or Labels in different languages. Labels must be validated in writing by a person who is authorised to represent AIR LABEL in a timely manner. A commercial Product of Product whose label is distributed in several languages, but which has a Label in only one language, must only be verified once.

In this respect, Customer also have the option of having all of their communication materials that include or refer to the Label validated by AIR LABEL. Visuals shall be validated in writing by a person who is authorised to represent AIR LABEL.

• undertakes to immediately recall any element (label, article, post on social media, ‘roll-up’ visuals or any other kind of visual that contains or refers to the Label) from the market if it has not been validated in writing by AIR LABEL.

j. Customer shall refrain from any use of the Label outside the territory of the European Union without prior consent of AIR LABEL and it shall not assign any rights granted by AIR LABEL to any third parties or otherwise allow third parties to access or to use Label, except for third parties specifically authorized, in advance and in writing, by AIR LABEL;

k. Customer shall indemnify AIR LABEL and hold AIR LABEL harmless against any and all liability, loss, damage, claims or causes of action, including reasonable legal fees and expenses that may be incurred by AIR LABEL, arising out of the lack of, and/or the breach in proper, performance of clause 6.3 by the Customer. Clause 11.3 shall not apply in any manner.

l. Customer acknowledges the validity of the trademarks related to the Label and shall refrain, for the duration of such intellectual property rights from any infringement or denying, challenging or attacking validity of the trademarks and from assisting any other third party in infringing, denying, challenging or attacking such validity by furnishing information or advice or otherwise.

m. Customer shall immediately report in full and in writing to the Licensor any exploitation of the Label by third parties, and/or any other act of infringement, that comes to Customer’s attention. Insofar as such an infringement also violates the rights granted to Customer, the Customer shall, upon prior consent of AIR LABEL, take appropriate legal action against such infringement and bear all related costs.

n. Customer shall maintain insurance for the coverages in connection with manufacture, promotion, distribution and commercialization of Products. Without undue delay, Customer shall provide upon AIR LABEL’s request with a certificate of insurance evidencing the required coverages and endorsements. Customer shall give AIR LABEL immediate notice of any cancellation, lapse, or reduction in the amount of insurance coverage or any other material change affecting such coverage.

7.1.        Fixed Term and Renewal. Services are provided by AIR LABEL on fixed term of twelve (12) months. The Conditions shall be tacitly renewed, automatically, for an additional period of twelve (12) months, subject to renewal process set out under clause 4.4.f) and except if either Party sends a registered letter with acknowledgement of receipt, no later than thirty (30) calendar days before the anniversary date of the issuance of the Label.

This request must contain:

• the Products that they no longer wish to communicate under the Label;
• the batch number(s) for labels that have already been printed, as well as the number of labels that have been printed and the exhaustion period.

This termination will trigger Customer’s obligation to withdraw the labelled Products from the market and to no longer market or promote Products bearing the Label.

7.2.        Continuation of Label Usage and Fees. If Customer continues to place labelled Products on the market after the end of the current year, or Customer does not remove the Label and any mention of it from all its communication media and Product labels within thirty (30) calendar days, periodic annual usage fees set out under Clause 5.1.b) shall remain owed to AIR LABEL, independently of the penalties set out under clause 10 and without prejudice to Clause 7.4.

7.3.        Immediate Termination by AIR LABEL for Non-Payment. Notwithstanding any other clause in this agreement, AIR LABEL shall have the right to terminate the contract with immediate effect by serving notice in writing to the Customer, if the Customer fails to pay any amount due to be paid under this Agreement.

7.4.      Immediate Termination by Either Party. Each party shall have the right to terminate this agreement immediately upon written notice to the other Party if:

• Either Party loses any required permits or other required government or other approval or consent or the right to operate for any reason and/or are unable thereby to fulfil all its obligations as outlined in this agreement
• Either Party becomes or proves likely to imminently become bankrupt or insolvent on any definition applying to the other Party under applicable law of its incorporation or is otherwise unable to pay its debts in the ordinary course of business;
• Either Party is dissolved (other than by way of a re-organization) or otherwise ceases to engage in its normal business operations and is unable thereby to fulfil all its obligations under this agreement;
• Any new applicable law, regulation, or change in existing law or regulatory requirements in the country where the Product covered by this Agreement is marketed or promoted, renders illegal or impractical the distribution, provision, marketing and/or operation of the Products or related services as contemplated by this agreement.

7.5.        Termination for Material Breach. Without prejudice to its other rights or remedies, either Party may terminate this agreement by written notice to the other Party (the “Defaulting Party”) if the Defaulting Party is in material breach of any of its obligations under this agreement and that breach is either (1) incapable of being remedied or (2) remains unremedied by the Defaulting Party after receiving written notice of the breach requiring remedy in a period of whichever is the lesser of thirty (30) days or any shorter period specified in this agreement for remedying a breach.

7.6.        Survival. The Parties agree that Clauses 6.1, 6.2, 6.3, l), 12, 14, 17 and 18 shall survive termination of the agreement, regardless the cause of such termination. More generally, any clause that, by its nature, is intended to survive termination shall continue to apply post-termination.

AIR LABEL is authorized to subcontract all or part of the Services to a contractor, at its own discretion. However, AIR LABEL disclaims any liability for subcontractors as long as AIR LABEL has made its best endeavor to prevent any failure of such subcontractor.

Customer agrees not to directly or indirectly in any manner whatsoever, seek to contact or deal with, transact, solicit, negotiate, enter or attempt to enter into any business with any AIR LABEL partner in order to by-pass, avoid, circumvent AIR LABEL role. In the event of a circumvention AIR LABEL shall be entitled to receive damages, which shall not be less than the fees per quoted by AIR LABEL with regard to the Services to be provided to the Customer.

10.1.        Any breach to these Conditions shall be subject to the following provisions, which shall apply without prejudice to any other remedies by AIR LABEL.

10.2.        Specific actions and deadlines

a. In the event of an error concerning the display of a tolerance range on Customer’s website and/or any kind of online media:

• Customer undertakes to correct the erroneous tolerance range within two (2) business days upon receiving a written notification from AIR LABEL.
• AIR LABEL may post a notification about the error on the Website after sending the notification to Customer and up to seven (7) business days after Customer has made the change on any media that was affected by the error.

b. In the event of an error concerning the display of a tolerance range on a Label for a Product at a point of sale:

• Upon receiving a written notification from AIR LABEL, Customer shall communicate the batch number for Labels that have already been printed, the number of Labels printed, the number of Labels that have left these warehouses and the theoretical exhaustion period for these Labels, based on the number of sales of the Product during the previous year or the number of sales for an equivalent Product. This information shall be sent to AIR LABEL within seven (7) business days of receiving the written notification.
• Customer undertakes to issue a communication about the error mentioned on the labels on its website, on the page dedicated to the relevant Product, until the Product is no longer available on the market.
• AIR LABEL may post a notification about the error on the Website upon the notification and up to thirty (30) business days after the Product is no longer available on the market.

10.3.        Penalties

a. Class-one penalty

Class-one penalty shall apply in the event of:

• a random inspection analysis on a labelled Product revealing a change in its composition that has not been communicated by Customer.
• Customer has placed a labelled Product on the market under the Label, albeit it has not been evaluated by AIR LABEL, leading to a mandatory evaluation of these Products.
• Customer’s refusal to sign the reviewed statement, in accordance with Article 6.3, g) of the Conditions.

Customer shall additionally:

• Refund the cost of all evaluations. The amount to be refunded is agreed to be the cost of the evaluation, as defined by the price list that was valid at the time thereof, with an increase of twenty (20) percent to cover costs related to urgent evaluations.
• Refund travel expenses, which are set at a fixed rate of EUR 1.000, excluding VAT, linked to purchasing the Product at a point of sale.
• Refund the purchase cost of the relevant Products.
• Pay a penalty of one (1) percent of Customer’s annual turnover, excluding VAT, which is calculated for the relevant labelled Products and the relevant markets. The relevant annual turnover, excluding VAT, concerns the fiscal year before the discovery of the change, or the current year if this concerns new Products.
• Pay periodic annual fees related to Label use for Products that have been placed on the market without prior evaluation.

In the event of renewed breaches, the penalty shall be one (1) percent of Customer’s annual turnover, excluding VAT, but calculated for all of its labelled Products and all of Customer’s markets, it being understood that it shall relate to the fiscal year before the change which has caused the breach, if the breach relate to current Products, or the current year if this concerns new Products.

b. Class-two penalty

Class-two penalty shall apply in the event of:

• non-compliance of the Label with the style guide on labelling;
• confusion between certified and non-certified Products;
• failure to validate Labels on Products before placing them on the market;
• pay a penalty of one (1) percent of Customer’s annual turnover, excluding VAT, which is calculated for the relevant labelled Products and the relevant markets. The relevant annual turnover, excluding VAT, concerns the fiscal year before the discovery of the change, or the current year if this concerns new Products.

c. Class-three penalty

Class-three penalty shall apply in the event of:

• sending documents containing erroneous data with respect to evaluations that have already been carried out;
• non-compliance with AIR LABEL requirements related to the modification of recommendations for using its products;
• failure to change the tolerance range on its website after the end of the first year, in situations where the Product’s tolerance range has changed;
• non-compliance with the commitment set out under clause 6.2 and 6.3.g);
• pay a penalty of one (1) percent of Customer’s annual turnover, excluding VAT (min. €5,000), which is calculated for the relevant labelled Products and markets. The relevant annual turnover, excluding VAT, concerns the fiscal year before the discovery of the change, or the current year if this concerns new Products.

d. Miscellaneous penalties

• In the event of non-compliance with the deadlines for the specific actions outlined in Clause 10, a fine of €250, excluding VAT, will be invoiced per day and per relevant Product.
• If any partner of Customer makes use of the Label without having signed these Conditions or without having paid the annual fee, Customer shall be automatically liable, for the communication fees for its partner. A flat-rate penalty of €500, excluding VAT, shall also be owed for each relevant Product.
• In the event of unauthorized use of the Label on another container, or in another language, without having paid the €150 per Container/language, a flat-rate penalty of €250 shall be owed in addition to the €150 usage fee.
• In the event that labelled Products are found at points of sale two (2) months after the end of the last paid Year, annual usage fees shall be owed.
• In the event of repeated violations of Customer’s commitments, lump-sum compensation in the amount of €5,000 shall automatically apply.

11.1.        Customer’s Commitments and Liability. Customer represents, warrants and agrees that:

(a) it has full power and authority to accept these Conditions and to perform the obligations hereunder;

(b) it shall use Services for business purposes only;

(c) all information and material provided to AIR LABEL, are true, accurate, complete and compliant with any applicable laws in force in the country where the Products covered by these Conditions are marketed and/or promoted;

(d) the Customer shall maintain and promptly update all information and material to keep it true, accurate, complete and compliant with applicable laws in the country where the Products covered by these Conditions are marketed and/or promoted, current and complete.

11.2.        Compliance with Applicable Laws and Specific Prohibitions. Customer further represents, warrants and agrees that:

• It shall comply with all applicable laws, regulations and rules in force in the country where the Products covered by these Conditions are marketed and/or promoted;
• It shall strictly adhere to the present Conditions;
• It shall not use the Services in a manner i) which may cause prejudice to other Customers or third parties; ii) intended to defraud any person or entity;
• It shall not engage in any other unlawful activities, including but not limited to those constituting a criminal offence, leading to civil liability, etc) or encouraging or assisting any unlawful activities;
• It shall not attempt to copy, reproduce, exploit or expropriate AIR LABEL’s proprietary information, directories, databases and listings or material, or analysis without AIR LABEL prior authorization;
• It shall remain solely liable for any act, promotion, sale and market of the Products under the Label, which shall be used on its own name and on its own behalf and shall not create any liability for AIR LABEL towards any Customer or third parties.
• It shall refrain from engaging in any activities that could otherwise create any liability for AIR LABEL.

11.3.        Waiver of Claims Against AIR LABEL. Without prejudice to applicable law, the Customer waives any claim against AIR LABEL for any failure, decommissioning, defect, restriction or suspension of any or all Services provided by AIR LABEL, including but not limited to cases where such events results from:

i) results, services and analysis provided by third-party toxicology offices;

ii) specific circumstances beyond AIR LABEL’s control, such as travel bans, pandemics, decisions by AIR LABEL partners or providers affecting the availability or quality of the Services or any other event for which AIR LABEL is not responsible.

11.4.        Sanctions in Case of Breach of Conditions. If AIR LABEL has reasonable grounds to believe that a Customer is in breach of any terms of these Conditions, it shall be entitled to take appropriate actions, including but not limited to:

(i) suspending or terminating the contract based on these Conditions;

(ii) restricting, downgrading, suspending or terminating the registration of-, access to-, or current or future use of any Service;

(iii) imposing other restrictions on the Customer’s use of any features or functions of any Service as AIR LABEL may consider appropriate in its sole discretion;

(iv) any other corrective actions, discipline or penalties as AIR LABEL may deem necessary or appropriate in its sole discretion.

11.5.        Use of Services at Customer’s Own Risk – Indemnification. Label and Services shall be used by Customer at its own risk and under its own liability, in accordance with applicable laws, these Conditions and any additional guidelines of AIR LABEL, if any, which are provided for informational purposes only and shall not create any legal obligation or liability for AIR LABEL. Customer hereby agrees to indemnify and save AIR LABEL harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from Customer’s use of Services or from Customer’s breach of any terms of these Conditions, any law or any AIR LABEL guidelines. Each Customer hereby further agrees to indemnify and save AIR LABEL from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise from Customer’s breach of any representations and warranties made by Customer to AIR LABEL.

11.6.        Customer’s Responsibility for Provided Information. Customer remains liable for any information or data made available to AIR LABEL. Each Customer hereby further agrees that AIR LABEL is not responsible and shall have no liability for:

i) third party claims (including from Consumers) related to any consequences of use of Services and Label by Customer;

ii) any information communicated by Customer to third parties or material published by others, including but not limited defamatory, offensive, inappropriate or illicit content used by Customer in connection with its Product and the Label. The risk of any resulting damages remains entirely with the Customer.

12.1.        NO WARRANTY – SERVICES PROVIDED “AS IS”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES PROVIDED BY AIR LABEL, WHETHER ON OR THROUGH AIR LABEL, ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. AIR LABEL HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS OF FOR A PARTICULAR PURPOSE OF ITS SERVICES. ANY SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, AND UNDERTAKINGS ARE HEREBY EXCLUDED.

THE CUSTOMER ASSUMES FULL REPONSIBILITY FOR ENSURING COMPLIANCE WITH APPLICABLE LEGAL REQUIREMENTS WHEN USING THE SERVICES, PARTICULARLY WITH REGARD TO THE LEGAL AND REGULATORY STATUS OF ITS PRODUCTS.

12.2.        DISCLAIMER OF ACCURACY AND EXHAUSTIVITY OF INFORMATION. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AIR LABEL DOES NOT WARRANT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH AIR LABEL SERVICES, INCLUDING BUT NOT LIMITED TO:

• THE EXHAUSTIVITY OF THE REGULATIONS TAKEN INTO ACCOUNT WITHIN THE LABELLING SERVICES.
• ANY INFORMATION MADE AVAILABLE ON AIR LABEL WEBSITE,
• ANY SERVICES PROVIDED BY THIRD-PARTY TOXICOLOGY OFFICES.

12.3.        NO WARRANTY ON COMPLIANCE WITH THIRD-PARTY RIGHTS. AIR LABEL DOES NOT WARRANT THAT THE DISTRIBUTION, OFFERING, DISPLAY, PURCHASE, SALE AND/OR USE OF SERVICES OFFERED OR PROVIDED BY AIR LABEL, INCLUDING EXHAUSTIVITY OF THE REGULATIONS CONSIDERED WITHIN THE LABELLING SERVICES OR INFORMATION MADE AVAILABLE ON AIR LABEL WEBSITE, DOES NOT VIOLATE ANY THIRD-PARTY RIGHTS.

12.4.        EXCLUSION OF INDIRECT AND CONSEQUENTAL DAMAGES. WITHOUT PREJUDICE TO CUSTOMER’S LIABILITY UNDER CLAUSE 6.3, IN NO EVENT WILL AIR LABEL OR CUSTOMER BE LIABLE TO THE OTHER PARTY OR ANY OTHER THIRD PARTY FOR ANY LOST REVENUES, LOST PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY NATURE, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, REGULATION, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), WILLFUL MISCONDUCT OR ANY OTHER LEGAL THEORY. THIS EXCLUSION APPLIES EVEN IF THE AFFECTED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER SUCH DAMAGES ARISE UNDER THIS AGREEMENT OR IN CONNECTION WITH ITS EXECUTION OF ENFORCEMENT.

12.5.        LIMITATION OF AIR LABEL’S LIABILITY – CAP ON DAMAGES. NOTWITHSTANDING ANY OF THE FOREGOING PROVISIONS AND APPLICABLE LEGAL PROVISIONS, AIR LABEL’S TOTAL AGGREGATE LIABILITY TO ANY CUSTOMER FOR ALL CLAIMS ARISING FROM THE USE OF THE LABEL OR SERVICES PROVIDED BY AIR LABEL SHALL BE STRICTLY LIMITED TO THE TOTAL AMOUNT OF FEES PAID BY THE CUSTOMER TO AIR LABEL DURING THE CURRENT CALENDAR YEAR. THIS LIMITATION DOES NOT PRECLUDE FROM BEING REQUIRED TO PROVIDE EVIDENCE OF ACTUAL DAMAGES SUFFERED. ALL CLAIMS ARISING FROM THE USE OF AIR LABEL MUST BE FILED WITHIN ONE (1) YEAR FROM THE DATE THE CAUSE OF ACTION AROSE.

12.6.        EXCLUSION OF EXTRA-CONTRACTUAL LIABILITY – AUXILIARIES. THE CUSTOMER AND AIR LABEL EXCLUDE THE APPLICATION OF THE RULES CONCERNING NON-CONTRACTUAL LIABILITY IN THEIR RELATIONSHIP. ANY FAULT ORBEHAVIOUR FOR WHICH THE CUSTOMER OR AIR LABEL COULD INCUR CONTRACTUAL LIABILITY, CAN SOLELY GIVE RISE TO SUCH CONTRACTUAL LIABILITY, TO THE EXCLUSION, TO THE FULLEST EXTENT PERMITTED BY LAW, OF ANY NON-CONTRACTUAL LIABILITY. SIMILARLY, ANY FAULT OR BEHAVIOUR OF AN AUXILIARY (INCLUDING SUB-AUXILIARIES) OF THE CUSTOMER OR AIR LABEL (FOR EXAMPLE, AN EMPLOYEE, A REPRESENTATIVE, OR A DIRECTOR) FOR WHICH THE CUSTOMER OR AIR LABEL COULD INCUR CONTRACTUAL LIABILITY, CAN SOLELY GIVE RISE TO SUCH CONTRACTUAL LIABILITY OF THE CUSTOMER OR AIR LABEL, TO THE EXCLUSION, TO THE FULLEST EXTENT PERMITTED BY LAW, OF ANY NON-CONTRACTUAL LIABILITY OF THE AUXILIARY CONCERNED.

Under no circumstances shall AIR LABEL be held liable for any delay or failure or disruption of the content or Services resulting directly or indirectly by reason of any event beyond the reasonable control of AIR LABEL, including without limitation, pandemic, Internet failures, computer, telecommunications, epidemic or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.

14.1.        AIR LABEL and Customer shall refrain, without the other Party’s prior written consent, from disclosing (other than under article 14.5) any information relating to the Services, AIR LABEL or Customers data (such providers or partners or clients database) or otherwise to their business or affairs which is supposed to be confidential by its nature or has been identified by AIR LABEL or Customer as such (hereinafter “Confidential information”).

14.2.        The Parties will use the Confidential Information as required to perform this Agreement.

14.3.        Disclosure of Confidential Information may be made to each Party’s Representatives, in each case on condition that each Party is responsible for compliance with these Conditions and its obligations of confidence under this Agreement. Each Party will advise its representatives, employees, consultants and any other third party who is given access to the Confidential Information, of the confidential and proprietary nature of the Confidential Information and of the restrictions imposed by this Agreement. The Parties acknowledge that they shall be fully responsible and liable to the other Party for any and all damages and costs (including legal fees) suffered or incurred by it as a consequence of any breach by any of the Parties’ representatives, employees, consultants and/or any Third Party given access to the Confidential Information, of the restrictive covenants contained herein.

14.4.        Each Party further acknowledges that the right to maintain confidential such Confidential Information constitutes a proprietary right of the Party disclosing such information. Accordingly, and notwithstanding anything to the contrary herein expressed, both Parties covenant and agree that:

• they shall not use or copy, or permit the use or copy of any of the Confidential Information, directly or indirectly, for any purpose other than the discharge of their duties and obligations arising from them being a Party to this Agreement and only in the best interests of the Parties;
• that they will maintain the absolute confidentiality of the Confidential Information and that they will not (without the prior written consent of the other Party) either individually, or in partnership or jointly, or in conjunction with any other party, as principal, agent, shareholder, or in any manner whatsoever, disclose, reveal, release, utilize, sell, assign, supply, or transfer to any Third Party at any time, any of the Confidential Information, except to the extent necessary to discharge its duties and obligations relating to its appointment hereunder and only in the best interests of the Parties; and
• that they will take all necessary action and will do all that is reasonably within their power to prevent the disclosure, release or supply of any of the Confidential Information to any Third Party, except to the extent necessary to discharge their duties and obligations hereunder and only in the best interests of the Parties.

14.5.        Confidential Information does not include information:

• which is at the date of this Conditions, or at any time after that date but before the date of disclosure by the Parties, becomes public knowledge other than by breach of this Agreement;
• was before the date of this Agreement, or at any time after that date becomes, known to the other Party without breach of confidentiality obligation;
• which can be shown by the Receiving Party to the Disclosing Party’s reasonable satisfaction to have been known by the Receiving Party on a non-confidential basis before disclosure by the Disclosing Party;
• is required to be disclosed by either Party by law, by any governmental or regulatory authority (including, without limitation, by a court or other authority of competent jurisdiction).

14.6.        Upon termination of these Conditions for any reason, each Party shall immediately return to the other Party any Confidential Information and shall thereafter refrain from using or disclosing any such Confidential Information to any third Party for any purpose whatsoever.

AIR LABEL has the right to communicate publicly about the existence of the contract arising out the consent of Customer related to these Conditions, and to mention therefore the name of the Customer and/or his logo in its Customer list and/or on AIR LABEL Website.

Notwithstanding clause 4.4, g), AIR LABEL and Customer agree that once the Customer starts to promote the labelled Product, up until the termination of the contract, AIR LABEL and the Customer shall create links between the pages related to the Product(s) on their respective websites, including in different versions (languages) of said website.

16.1.        To the extent AIR LABEL has to make personal data available to Customer, Clause 14 shall apply and Customer agrees to comply additionally with AIR LABEL privacy policy (hereinafter referred as “Data”).

16.2.        The Customer may use such Data only for the purposes explicitly set forth in these Conditions and in accordance with AIR LABEL privacy policy. The Customer agrees to act in accordance with all applicable data protection and privacy laws governing the use, disclosure, maintenance, and handling of Data.

16.3.        Without derogating from the foregoing, the Customer shall protect the Data against resale, acquisition, disclosure or other use not in accordance with these Conditions. Without derogating from the generality of the aforementioned, the Customer shall not process the Data for any purpose which has not been defined with AIR LABEL privacy policy and, notably, shall refrain from disclosing any Data without prior consent of AIR LABEL and/or the related Customer.

16.4.        Any Data shall be considered “Confidential Information” for the purpose of this Agreement, and therefore, without derogating from the provisions of Clause 14 above, the Customer agrees to maintain the confidentiality, availability, security and integrity of the Data, and shall comply with the highest industry standards in respect of such Data. The Customer undertakes to take all measures and to use best industry-standard security methods to protect the Data and the information it collects in accordance with the requirements of this Agreement.

16.5.        The Customer shall assist AIR LABEL with regard to any claim or request from data subjects or law enforcement authorities.

16.6.        The Customer shall provide any Data as required by law or in compliance with a request from law enforcement authorities, provided that, to the extent permitted by applicable law, it notifies AIR LABEL owning the Data in advance of such disclosure to allow it to obtain a protective order or other appropriate relief.

16.7.        The Customer shall at all times have documented policies and procedures to prevent unauthorized use, disclosure, loss, or acquisition of, or access to the Data all in accordance with this Agreement.

16.8.        The Customer agrees that if it has reason to believe that any Data may have been accessed, disclosed, obtained, used, or acquired by any party without proper authorization and contrary to the terms of this Agreement including as a result of a security breach (“Data Breach”), it shall immediately notify AIR LABEL of any such Data Breach and in any event within no later than two (2) days, and shall immediately take such actions as may be necessary to eliminate the cause of the Data Breach. The Customer shall give highest priority to immediately correct any Data Breach and shall devote such time and resources as may be required to accomplish such goal. The Customer shall cooperate with AIR LABEL and any relevant authority to enable them to understand the nature and scope of the Data Breach, as well as any measure implemented in order to mitigate consequences of Data breach.

16.9.        Upon termination or expiration of this Agreement for whatever reason, the Customer shall either transfer or destroy the Data, and if required by AIR LABEL, with respect to its Data, shall provide a certificate executed by a duly authorized officer confirming compliance with the transfer or destruction obligation. The Customer acknowledges and agrees, that following the termination of this Agreement and for a period of ten (10) years thereafter, it shall provide AIR LABEL copies of the relevant Data collected during the term of this Agreement, to the extent AIR LABEL shall so require in order to ensure its compliance with any applicable laws, and to enable AIR LABEL to seek legal defence with respect to any claim or demand in connection with the Data.

16.10.        The Customer agrees that any process of the Data shall be processed on its own name and on its own behalf. Thus, the Customer shall be responsible to determine the purposes and means of the processing of the Data and shall be therefore responsible of any process of the Data. AIR LABEL shall not be liable for any Data processing of the Customer.

16.11.        In the event of a breach by a Party of any representation or warranty herein, the other Party shall have, in addition to and without limitation of any other right or remedy available to it under applicable law or in equity, the right, in its sole discretion, to take any and all actions reasonably necessary to mitigate its damages and/or any damages to its Customers arising from such breach. Additionally, the other Party shall have the right to charge the infringing Party, and the infringing Party shall be obligated to pay the other Party, all costs and expenses incurred by the other Party in connection with any such mitigation efforts.

16.12.        The Customer shall indemnify, defend and hold AIR LABEL, its Customer, affiliates, agents and employees, harmless from and against any and all claims, demands and liabilities, judgments, damages, settlements and expenses (including reasonable attorneys’ fees) arising out of a claim brought by a third party which is based or related to (i) any breach of the representations, warranties or covenants of the Customer contained in this Agreement, (ii) third party claim, or (ii) any acts or omissions of the Customer, its agents and employees. Clause 11.3 shall not apply.

16.13.        AIR LABEL and the Customer shall nominate a representative to serve a liaison to the other party and will act as a focal point to coordinate efforts hereunder. The Parties hereby appoint the following representatives:

By AIR LABEL: see clause 19.1

By Customer: per mentioned in AIR LABEL invoice

These Conditions are governed by the laws of Belgium.

All the issues, questions and disputes concerning the validity, interpretation, enforcement, performance and termination of the Conditions of use shall therefore be governed by and construed in accordance with Belgian law, and no effect shall be given to any other choice-of-law or conflict-of-laws rules or provisions (Belgian, foreign or international), that would cause the laws of any other jurisdiction to be applicable.

In the event any dispute arises out of or in connection with the Conditions of use herein, including the validity hereof, the parties hereto shall endeavor to settle such dispute amicably in the first instance. The attempt to bring about an amicable settlement shall be treated as having failed as soon as one of the parties hereto, after reasonable attempts, which shall continue for no less than 30 (thirty) calendar days, gives a notice to this effect, to the other party in writing.

In the event of failure to settle the dispute amicably, all disputes concerning the validity, interpretation, enforcement, performance and termination of the Conditions of use shall be submitted to the exclusive jurisdiction of the courts of Liège, Belgium.

19.1.        Notices. Any notice required or permitted hereunder shall be in writing, and shall be given to AIR LABEL at the address first set forth above:

Address: Avenue des Volontaires,19, 1160 BRUSSELS, Belgium

Official URL : www.derma-score.com

Phone :  +32 2 808 18 34

Email : gregory@derma-score.com

19.2.        Capacity. Each Party guarantees that it has full capacity to enter and agree with these Conditions and to be bound by all its provisions. It guarantees also, if applicable, that the representative or each Party have sufficient powers to sign and enter into an agreement based on these Conditions and therefore act and commit on behalf of the relevant Party.

19.3.        Good faith. The Parties shall cooperate in good faith and proactively as part of these agreed Conditions. They shall communicate to each other all relevant information for the proper performance of respective rights and obligations arising out these Conditions.

19.4.        Electronic communications – Enforceability. Customer agrees that these Conditions and the contract arising out the Customer consent on their related content, as per described in the consent process set out under Article 2 of these Conditions, are deemed to be formed and concluded in compliance with requirements of Art. XII. 15 and ss. of Belgian Code of Economical Law, Art. 3.10 and 3.12 of EU Regulation nr. 910/2014 of European Parliament and EU Council of July 23^rd 2014 and Art. 8.1 and 8.12 of Sect. 8 of Belgian Civil Code, notably in relation to the features and process of subscription and order implemented on derma-score.com .

Additionally, AIR LABEL and Customer agree enforceability and probative value of any email exchanged between them via messaging software, provided that this mail is comprised of a series of signs intelligible and accessible for future Product, as per required by the aforementioned legal provisions. The Parties waive to discuss the probative value of an email which does not implement an advanced electronic signature (advanced) within the meaning of art. 26 of EU Regulation nr. 910/2014 of European Parliament and EU Council of July 23^rd 2014.

19.5.        No waiver. The failure of either Party to avail itself of a provision of these Conditions or the failure of the other Party to comply with any of the obligations hereunder may not be construed as a waiver of such a right or obligation. 

19.6.        Effect of invalid or unenforceable provisions If any provision of these Conditions is held by any court or other competent authority to be invalid or unenforceable in whole or in part, these Conditions shall remain and continue to be valid as to its other provisions and the remainder of the affected provision, unless it can be concluded from the circumstances that, in the absence of the provision found to be null and void, the Parties would not have concluded this contract. The Parties shall use all reasonable efforts to replace all provisions found to be null and void by provisions that are valid under the applicable law and come closest to their original intention.