PRO Terms of Service

CHAPTER VI HAIR LTD

BUSINESS-TO-BUSINESS TERMS AND CONDITIONS OF SALE

Effective date: 2 September 2026

These Terms apply only where the customer is acting wholly or mainly for purposes relating to its trade, business, craft or profession. If you are buying as a consumer, do not use a Chapter VI trade account; our consumer terms and mandatory consumer rights apply instead.

We are Chapter VI Hair Ltd, a company incorporated in Northern Ireland under company number NI742519, whose registered office is at 1 Larne Street, Ballymena, Northern Ireland BT42 3AJ (“Chapter VI”, “we”, “us” or “our”).

Please read these Terms before opening a Trade Account, placing an Order or booking Academy Services. They contain important provisions about professional use, returns, VAT, payment, liability and dispute resolution.

1. Definitions and interpretation

In these Terms: “Academy Services” means in-person or online education, demonstrations, mentoring, course materials and related services supplied by us; “Business Customer”, “you” or “your” means the person or organisation buying from us for business purposes; “Contract” means the contract for an Order; “Custom Product” means any product made, selected, cut, coloured, ventilated, altered, branded or otherwise prepared to your specification, including bespoke and customised stock hair systems; “Goods” means products supplied by us; “Order” means your order for Goods or Academy Services; “Order Acknowledgement” means our confirmation that we received an Order; “Professional Product” means a product labelled, described or reasonably understood as intended for trained or professional use; “Trade Account” means an account approved by us for business purchasing; and “Website” means chaptervihair.com and any trade portal we operate.

A “Business Day” is a day other than Saturday, Sunday or a public holiday. “Including” means including without limitation. A reference to writing includes email. Headings do not affect interpretation.

2. Business-only scope and authority

By applying for a Trade Account or placing an Order under these Terms, you confirm that:

• you are acting wholly or mainly for purposes relating to a trade, business, craft or profession and not as a consumer;
• the individual acting for you has authority to bind the named business;
• all account, qualification, tax, billing and delivery information supplied to us is accurate, current and complete; and
• you will tell us promptly if your legal identity, control, address, professional status, tax status or contact information changes.
• If you are a sole trader, you contract in the course of that business. Approval of a Trade Account is not evidence that any individual has surrendered mandatory consumer rights where the legal test for consumer status is in fact met.

3. Contract documents and priority

Each Contract consists of, in descending order of priority: any written quotation, order form or product-specific terms expressly accepted by us; these Terms; and the relevant product, delivery, returns or Academy information displayed when you order. A variation is binding only if confirmed in writing by an authorised Chapter VI representative.

Any terms printed on or linked from your purchase order, supplier portal, email or other document do not apply unless we expressly agree to them in writing. An Order number or administrative acknowledgement does not amount to such agreement.

4. Trade Accounts

Trade Accounts are subject to application, verification and continued approval. We may request evidence of your business, qualifications, insurance, premises, intended sales channels, delivery markets and VAT status. We may approve, refuse, limit, suspend or close a Trade Account where reasonably necessary for credit, fraud, safety, supply, legal, brand or compliance reasons.

You are responsible for keeping login credentials secure, limiting access to authorised staff and all activity carried out through your Trade Account unless caused by our breach of security. Tell us immediately if credentials are lost, misused or compromised. A Trade Account and any associated pricing or status are not transferable.

Trade prices, credit limits, discounts and account benefits may be changed or withdrawn prospectively. You must not publish confidential trade pricing or allow another business or consumer to order through your account.

5. Professional status, product selection and use

You are responsible for selecting Goods that are suitable for your intended professional application and client, unless we expressly confirm a specific requirement in writing. Advice, demonstrations, compatibility guidance, wear-time estimates, colour displays and marketing material are general information and do not replace professional judgement, client consultation, patch or sensitivity testing, manufacturer instructions or safety data sheets.

You must ensure that Professional Products are purchased, stored, handled, applied, removed and disposed of only by appropriately trained, competent and insured persons, in accordance with the label, instructions, batch/expiry information, safety data, applicable law and recognised professional practice. You are responsible for required licences, registrations, insurance, ventilation, personal protective equipment and client records.

Adhesive performance, hold time, colour match, hair appearance and service life vary with preparation, scalp/skin condition, body chemistry, climate, water, products used, activity, fitting method, maintenance and aftercare. Unless we expressly give a written guarantee for a named product and use, estimates are not guaranteed outcomes.

Do not use a product after its expiry date, if its seal or packaging is compromised, where contraindications apply, or after a suspected adverse reaction. Stop use and seek appropriate medical advice where necessary. Nothing we provide is medical advice.

6. Product information, images and availability

We take reasonable care to describe Goods accurately. Screen settings, lighting and natural or manufacturing variation can affect colour, texture, density, dimensions, packaging and appearance. Samples, swatches and images are illustrative unless the Contract states an exact specification. Reasonable non-material variations do not constitute a defect.

We may correct errors, update packaging, discontinue Goods or limit quantities. We will not make a material substitution without your agreement. All Orders are subject to availability and any supplier or regulatory restrictions notified to you.

All intellectual property rights in our Website, product photographs, images, videos, graphics, logos, trade marks, product descriptions, written content, training materials and other content belong to Chapter VI Hair Ltd or our licensors. You must not copy, reproduce, modify, publish, distribute, display, scrape, download, sell, license or use any of that content for commercial purposes without our prior written consent, except where permitted by law.

Any permission to use approved images or other brand assets is limited to the purpose, sales channels and period we specify and may be withdrawn. Unauthorised use may result in suspension or closure of your Trade Account, removal or takedown requests and legal action. We may seek an injunction, damages or an account of profits, recovery of legal costs where awarded, and any other remedy available by law.

7. Orders, acceptance and changes

An Order is your offer to buy. An automated Order Acknowledgement confirms receipt only and does not mean that we have accepted the Order. A Contract for Goods is formed when we send an order acceptance or dispatch confirmation, when a dispatch confirmation is sent on our behalf by our e-commerce platform or a delivery carrier, including Royal Mail or UPS, or when we hand the Goods to the carrier, whichever occurs first. A carrier notification that merely states it is expecting the parcel does not, by itself, amount to acceptance.

A Contract for Academy Services is formed when we issue a booking confirmation. We may take or reserve payment before accepting an Order; if we do not accept it, we will release or refund the payment.

Review the Order carefully before submission. A change or cancellation is effective only if we accept it before dispatch or before work, allocation or procurement begins. We may refuse or cancel an Order before acceptance because of lack of stock, a pricing or description error, failed verification or payment, suspected fraud, safety or legal restrictions, or a supplier limitation. We will refund any sums paid for a cancelled item that we do not supply.

We may accept an Order in instalments and issue separate invoices or deliveries. Each instalment forms part of the same Contract unless we state otherwise.

8. Prices, VAT and other taxes

As at the effective date of these Terms, Chapter VI Hair Ltd is not registered for UK VAT and is awaiting VAT registration. Until our VAT registration becomes effective, and subject to any later adjustment required by law, we do not charge UK VAT, issue VAT invoices or describe any part of the price as VAT. Any invoice issued before that date is a commercial invoice only and must not be used to reclaim input VAT. Our GB and XI EORI identifiers are customs identifiers and are not VAT numbers.

Unless expressly stated otherwise, trade prices exclude delivery, insurance, customs charges, duties, levies and other taxes or costs. Before our VAT registration becomes effective, the price shown or quoted is the price payable for the Goods or Academy Services before any separately stated delivery or other charges. From our VAT registration effective date, trade prices will be exclusive of VAT and VAT will be added at the applicable rate and in the manner required by law, unless the supply is lawfully zero-rated or subject to a reverse charge.

If HMRC determines an effective date of registration that is earlier than the date on which we receive or publish our VAT number, or VAT otherwise becomes legally due on a supply originally invoiced without VAT, VAT will be payable in addition to the stated trade price. We may issue a replacement or supplementary VAT invoice once our VAT registration number is available, and you must pay the VAT shown within 7 calendar days after that invoice or by the original payment due date, whichever is later.

If a displayed or quoted price is materially incorrect, we may reject the Order or ask whether you wish to proceed at the correct price. Promotional, account and volume pricing applies only on the stated conditions and cannot be combined unless we agree otherwise.

Before our VAT registration becomes effective, providing an EU VAT number does not make a supply VAT exempt or zero-rated. No UK VAT is charged during that period because we are not VAT registered, subject to any later adjustment required by law as described above.

Once our VAT registration becomes effective, for Goods sent from Northern Ireland to an EU member state we will apply a UK VAT zero rate only if we are satisfied that all legal conditions are met, including that:

• you are VAT-registered in an EU member state and give us a valid, active EU VAT number with the country prefix before the tax point;
• the legal name and address associated with that number are consistent with the Trade Account, invoice and transaction, or you provide satisfactory evidence explaining any difference;
• the Goods are sent or transported from Northern Ireland to a destination in an EU member state and we obtain the required commercial and transport evidence within the applicable time; and
• we can include the number and transaction in our invoice, EC Sales List and other VAT records as required.

We use the European Commission VAT Information Exchange System ("VIES") to validate EU VAT details and may use or request confirmation from the relevant national tax authority. We may retain the validation result, date, reference or certificate and revalidate details before later Orders. If VIES or a national database is unavailable or returns an invalid or inconclusive result, we may delay dispatch, request further evidence or charge VAT once we are VAT registered.

After our VAT registration becomes effective, zero-rating will not be automatic and an EU VAT number will not make a supply "VAT exempt." If the legal conditions are not met, or evidence is late or unsatisfactory, VAT will be payable. If you later provide satisfactory evidence, we may make a lawful invoice or credit adjustment, but only after all conditions and reporting requirements are met. You must notify us immediately if your VAT registration ceases, is suspended, changes or cannot be used for intra-EU transactions.

You are responsible for any acquisition VAT, reverse charge, import VAT, duties, customs formalities, EORI or local registrations and other tax obligations that applicable law places on you. Services and Academy Services are taxed under the rules applicable to that supply once we are VAT registered; a valid VAT number is evidence of business status but does not guarantee zero-rating. If tax, interest, penalties or professional costs arise because information or a representation you supplied was materially inaccurate or not updated, you must reimburse our reasonable direct loss to the extent caused by that failure.

9. Payment, credit and late payment

Payment is due in cleared funds before dispatch or booking unless we have approved written credit terms. Where credit is approved, payment is due by the date stated on the invoice, or 30 calendar days from the invoice date if no date is stated. We may set, reduce, suspend or withdraw a credit limit at any time for future supply and may require security or advance payment.

You must pay without set-off, counterclaim, deduction or withholding except where required by law. If an amount is genuinely disputed, tell us promptly with details and pay the undisputed balance on time.

For late commercial payments, we may charge statutory interest at 8% per year above the Bank of England base rate, the applicable fixed debt-recovery sum and reasonable recovery costs exceeding that sum, as permitted by the Late Payment of Commercial Debts (Interest) Act 1998 and related legislation. We may instead rely on another contractual remedy where lawful, but will not recover twice for the same loss.

A card or payment dispute does not remove your payment obligations. Before starting a chargeback, contact us and provide a reasonable opportunity to investigate. We may allocate payments against any undisputed overdue invoice in the order we reasonably choose.

10. Delivery, risk and title

Delivery dates and transit times are estimates unless we expressly agree in writing that time is of the essence. We are not liable for delay caused by events outside our reasonable control, customs or regulatory checks, inaccurate information, failed delivery, or your failure to provide instructions. We may make partial deliveries.

Delivery occurs, and risk in Goods passes to you, when the Goods are delivered to the address stated in the Contract, collected by you, or handed to a carrier appointed independently by you, whichever applies. If an agreed Incoterm is stated in the Contract, Incoterms® 2020 applies and takes priority on risk, delivery and cost allocation.

You must provide a complete, secure and accessible business delivery address and ensure an authorised person can receive the Goods. If delivery fails for reasons attributable to you, we may store or redeliver the Goods at your reasonable cost and treat delivery as completed when the carrier first attempted delivery.

Title to the Goods passes when we receive payment in full for those Goods.

11. Inspection, shortages and delivery claims

Inspect each delivery promptly before use. Notify us in writing (hello@chaptervihair.com) of visible transit damage, wrong items or shortages within 2 Business Days after delivery and include the Order number, batch/SKU, photographs and all packaging reasonably required to investigate. Notify non-delivery within 7 calendar days after the estimated delivery date. Keep the Goods and packaging while we provide instructions.

A failure to meet those periods may prejudice a carrier claim and may be treated as acceptance of matters that a reasonable inspection would have revealed, but it does not exclude liability for a latent defect or any right that cannot lawfully be limited. Notify a latent defect promptly after discovery and stop using or reselling the affected Goods.

12. Discretionary returns for non-faulty Goods

Business Customers have no automatic consumer cooling-off right. Subject to this clause, we may at our discretion accept a return of standard-stock, non-faulty Goods if you request authorisation within 7 calendar days after delivery.

A discretionary return is accepted only where we issue a return authorisation and the Goods are complete, unused, unopened, unaltered, in their original undamaged packaging and hygiene seal, and fit for immediate resale. You must follow our instructions, pack securely and return at your cost and risk using a tracked service. Unauthorised returns may be refused or sent back at your cost.

If accepted, we may credit the price paid for the returned Goods less a 15% handling/restocking deduction and any reduction in value caused by handling, damage, missing components or non-compliant packaging. Original and return delivery costs are not refunded unless the Goods were faulty or incorrectly supplied.

Non-faulty returns are not accepted for:

• Custom Products, special orders, made-to-order items or Goods procured specifically for you;
• hair, wigs, hairpieces or hair systems that have been cut, coloured, ventilated, thinned, washed, worn, tried on beyond reasonable visual inspection, fitted, bonded, taped, styled, treated or otherwise altered;
• Goods with a hygiene or tamper seal that has been opened or removed;
• opened adhesives, tapes, removers, solvents, hair care, cosmetics, chemicals or other contamination-sensitive Goods;
• clearance, end-of-line, short-dated or sample Goods identified as such;
• digital content, downloaded materials or Academy Services after access or performance has begun; or
• any Goods that cannot safely and lawfully be resold as new.
• Faulty, damaged or incorrectly supplied Goods

If Goods do not materially conform to the Contract at delivery, notify us promptly, provide reasonable evidence and allow us to inspect or test them. Do not continue to use, alter, fit, repair, dispose of or resell suspected faulty Goods unless necessary for safety or we instruct you to do so.

Where a valid claim is established, we may at our option and within a reasonable time repair or replace the Goods, supply the missing quantity, re-perform the relevant service, issue a credit or refund the price of the affected Goods. We will pay reasonable authorised return carriage for a confirmed fault or our picking error.

A product is not faulty merely because of normal wear, natural variation, failure to achieve an estimate, incorrect selection, incompatible products, poor preparation or application, failure to patch test or follow instructions, misuse, contamination, improper storage, expired use, alteration, client aftercare or an external event. If testing shows no defect, you must pay our reasonable inspection and return-delivery costs notified to you.

Any manufacturer warranty is passed through only to the extent we are permitted to do so and is subject to its terms. This clause does not limit rights or liabilities that cannot lawfully be limited.

14. Custom Products and customer specifications

You are responsible for checking and approving all measurements, base, density, hair type, colour, length, curl, ventilation, attachment, artwork, branding and other specifications before work begins. We may rely on the latest written approval. Reasonable handmade or material tolerances disclosed by us are not defects.

Custom Products require the deposit or payment stated in the Order. Once materials are allocated, procurement starts or work begins, the Order cannot be cancelled or changed without our written agreement. If we agree, you must pay work completed, committed supplier costs and reasonable administration costs. Lead times are estimates and may change following an approved specification change.

Custom Products are not returnable unless faulty or materially different from the approved specification. You warrant that any design, mark, image, content or specification you provide may lawfully be used by us and does not infringe a third party’s rights. You grant us a limited licence to use it only to perform the Contract and must reimburse reasonable third-party liabilities caused by a breach of that warranty.

15. Product safety, traceability and recalls

You must preserve original labels, instructions, safety information, expiry dates and batch/lot identifiers, and maintain records reasonably sufficient to identify onward business customers and affected stock where required by law or good professional practice. Do not remove, obscure, translate, relabel, decant, repackage, tamper with or materially modify Goods unless we and the brand owner have authorised it in writing and it is lawful.

Tell us immediately of a serious incident, adverse reaction, suspected counterfeit, regulatory enquiry, product-safety complaint or circumstances that may require corrective action. On a safety notice, stop-sale or recall, you must promptly stop supply/use, isolate affected stock, notify relevant onward customers where instructed, preserve evidence and cooperate with traceability, return, disposal and regulator communications.

Recall and corrective-action costs are allocated according to legal responsibility and cause. You are responsible to the extent costs arise from your alteration, contamination, storage, misuse, unauthorised claims, failure to follow instructions or failure to cooperate; we remain responsible to the extent caused by our breach, negligence or defective Goods.

16. Resale, brands and sales channels

Trade Account approval permits you to resell Goods in the ordinary course of your approved business. It does not appoint you as our agent, franchisee, exclusive distributor or authorised representative of Chapter VI Hair Ltd or any third-party brand. You must not make commitments on our behalf or state or imply that you have any endorsement, exclusivity or status that we have not granted in writing.

You must resell Goods lawfully, in their original authorised packaging and with all warnings, instructions, batch numbers and traceability information intact. You must make only accurate and substantiated product claims consistent with the information supplied by us or the relevant manufacturer. You are responsible for complying with the laws, registrations, translations, labelling requirements, taxes, marketplace rules and professional requirements applying to your territory, sales channels and customers.

Your use of our or a supplier’s trade marks, product photographs, videos, descriptions, logos or training materials is limited to the current materials and written brand guidelines authorised for the promotion and resale of genuine Goods purchased from us. You must not alter or misuse brand materials, register confusingly similar names, create counterfeit or grey-market representations, or continue using materials after permission has ended.

Certain third-party brands may publish minimum advertised price (“MAP”) or other advertised-pricing policies. GhostBond currently operates a MAP policy. Walker Tape may introduce a pricing policy, but it will not apply unless and until we notify you in writing and provide you with the applicable policy. Scruffy Hair Co and Chapter VI Hair products do not currently have MAP policies.

Any MAP or other brand-pricing policy applies only in the territories where it is lawful and only to the extent permitted by applicable competition law. Where you resell Goods in the United Kingdom or European Economic Area, you remain free to determine your advertised prices and final resale prices independently. Recommended retail prices are recommendations only. Nothing in these Terms or in any policy supplied by us requires you to maintain a fixed or minimum advertised or resale price. We will not interpret or enforce a brand-pricing policy in a way that unlawfully restricts your ability to set prices independently. If a brand policy conflicts with applicable law, the applicable law will take priority.

Any restriction relating to sales channels, customers or territories applies only where separately notified or agreed, objectively justified where required, and lawful. Nothing in these Terms restricts lawful passive sales.

We may request reasonable information about your sales channels and destination markets to comply with supplier requirements, product-safety obligations, sanctions, export controls and legitimate brand-protection measures. You must not knowingly divert Goods to a prohibited person, embargoed destination, unauthorised market or use that we have notified you is unlawful or unsafe.

17. Academy Services and training

Course descriptions state the format, content, location, prerequisites and any materials included. You must ensure each attendee meets the prerequisites, has any required qualification or experience, is fit to participate, follows health and safety instructions and maintains appropriate professional insurance. Attendance or a certificate of completion does not by itself confer a regulated qualification, licence, insurance cover or guaranteed competence unless we expressly state otherwise.

You may substitute a suitably qualified attendee with at least 5 Business Days’ written notice, subject to prerequisites and capacity. Unless a course-specific policy states otherwise, customer cancellation is handled as follows:

• 28 or more calendar days before the start: choose one transfer to an available date, or a refund less 15% administration and any non-recoverable third-party costs disclosed to you;
• 15 to 27 calendar days before the start: one transfer to an available date; no cash refund;
• 14 calendar days or less before the start, or non-attendance: no refund or transfer.

A transferred booking cannot be transferred again and must be used within 12 months unless we agree otherwise. If we cancel or materially reschedule, your exclusive ordinary remedy is a choice of an available replacement date, account credit or refund of the affected course fee. To the extent permitted by law, we are not responsible for travel, accommodation, childcare, lost appointments, lost income or other ancillary costs; arrange them on a flexible or insured basis.

We may change the trainer, venue, timetable or minor content where the learning outcome is not materially reduced. We may remove a participant who is unsafe, disruptive, abusive, dishonest, records without permission or materially breaches these Terms; no refund is due where removal is reasonable.

Online access and training materials are licensed to the named attendee for personal professional learning only. Credentials, recordings, manuals, slides, templates and assessments must not be shared, copied, resold, recorded, scraped or used to train an AI system without written permission. Fees are non-refundable after live delivery begins or digital access is supplied, except where we are in breach or the law requires otherwise.

Academy Services are educational. We do not promise income, sales, client results, employment, accreditation, insurance acceptance or business outcomes. Results depend on the participant’s prior skill, practice, judgement, market and compliance.

18. Subscriptions and recurring trade Orders

If we offer a B2B subscription or recurring Order, the product, frequency, minimum term (if any), price and dispatch/cancellation cut-off will be shown when you subscribe. You authorise us and our payment provider to charge each amount when due. You must keep payment and delivery information current.

You may cancel future renewals through the Trade Account or notified contact method before the stated cut-off. Cancellation does not affect an Order already processed or dispatched. We may pause after failed payment or lack of stock. We will give reasonable advance notice of a material price or frequency change and allow cancellation before it takes effect.

19. Website, digital access and third-party services

The Website and Trade Account are provided for lawful business purchasing and account management. You must not interfere with security, use automated scraping or purchasing tools without permission, introduce malicious code, impersonate another person, harvest data, bypass limits or use content in breach of intellectual property rights. We may restrict access to protect customers, systems, suppliers or legal compliance.

Shopify and payment, delivery, tax, finance or integration providers may process information or supply functionality under their own terms and privacy notices. Your Contract for Chapter VI Goods or Academy Services remains with us; those providers are not the seller unless expressly stated.

We do not guarantee uninterrupted or error-free access. Planned maintenance, security action and events outside our control may affect availability. This does not limit our obligation to perform an accepted Contract.

20. Privacy, account communications and marketing

We process personal data in accordance with our Privacy Policy and applicable data-protection law. You must ensure that you may lawfully provide staff, attendee, client or delivery-contact data to us and give those individuals any information required about our processing.

We may send operational communications needed to administer the Trade Account or Contract, including verification, order, payment, delivery, support, safety, recall, policy and security messages. These are not optional marketing preferences where the message is necessary to provide the service, comply with law or protect users.

Your Trade Account may include a separate preference for Chapter VI trade offers, product launches, restock information and Academy updates. We may send such direct marketing only where permitted by applicable law, including where you have consented, where a lawful existing-customer/soft-opt-in rule applies, or where the recipient is a corporate subscriber that may lawfully be contacted. Acceptance of these Terms alone is not treated as consent where consent is required.

We will identify ourselves and provide an unsubscribe or objection method in marketing messages. You may change the preference in your Trade Account or use the unsubscribe link at any time. Opting out does not close the Trade Account and does not stop necessary operational or safety messages. We may keep a minimal suppression record to respect the choice.

21. Confidential information

Each party must keep confidential the other’s non-public commercial, technical and financial information received in connection with a Contract, use it only to perform or receive the Contract, and disclose it only to personnel and advisers who need it and are subject to confidentiality obligations. This includes non-public trade prices, launch plans, supplier information and Academy materials.

The duty does not cover information that is public other than through breach, already lawfully known, independently developed or lawfully received without restriction. A party may disclose where required by law or regulator, giving notice where lawful. These duties continue for three years after the relevant disclosure; trade secrets and intellectual property remain protected for so long as they retain that status.

22. Warranties and disclaimers

We warrant that, at delivery, Goods will materially conform to the agreed description and that Academy Services will be supplied with reasonable care and skill. Any other warranty, condition or term implied by law is excluded only to the extent that exclusion is lawful and reasonable in the circumstances.

We do not warrant fitness for a particular client, technique, combination, resale market or purpose unless that purpose and your reliance were expressly recorded and accepted by us in writing. Your remedies for non-conforming Goods are set out in clause 13, without limiting non-excludable rights.

23. Limitation of liability

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; breach of title obligations; defective products to the extent liability cannot lawfully be limited; deliberate default; or any other liability that cannot lawfully be excluded or limited.

Subject to the preceding paragraph, neither party is liable under or in connection with a Contract for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, business, opportunity, goodwill, reputation, data or contracts. To the extent permitted by law, we are not liable for client refunds or claims, replacement appointments, removal/refitting/styling costs, or travel/accommodation costs arising from your selection, application, onward sale or promises, except to the extent directly caused by our breach and not lawfully excludable.

Subject to the first paragraph of this clause, our total aggregate liability arising from or in connection with a Contract, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise, is limited to 100% of the total sums paid or payable to us for the Order giving rise to the claim.

You must take reasonable steps to mitigate loss. Nothing in this clause makes either party liable for loss caused by the other party or limits your obligation to pay undisputed sums for Goods or services supplied.

24. Customer indemnity

You must indemnify us against reasonable, evidenced third-party liabilities, losses and costs to the extent caused by: your unlawful or negligent storage, handling, application, alteration, repackaging, marketing or resale of Goods; an unauthorised medical, performance or brand claim; your failure to follow a safety notice or recall; a specification or content you supplied that infringes rights; false or materially inaccurate tax or business information; or your material breach of clauses 5, 15 or 16.

This indemnity does not apply to the extent the claim was caused by our breach, negligence, defective Goods or unlawful act. We will notify you promptly, allow reasonable participation in the defence and not agree a settlement imposing a non-monetary obligation on you without your consent, not to be unreasonably withheld.

25. Suspension and termination

We may suspend supply, credit, dispatch, access or performance on written notice if payment is overdue; verification fails; a credit or fraud risk materially increases; you breach safety, brand, account or resale obligations; supply would be unlawful; or we reasonably suspect material misuse. Where capable of remedy, we will normally give a reasonable opportunity to remedy unless urgent action is needed for safety, fraud, law or brand protection.

Either party may terminate a Contract immediately by written notice if the other commits a material breach that is not remedied within 14 days after notice, or enters insolvency proceedings, ceases business or is unable to pay debts, subject to applicable insolvency law. Termination does not affect accrued rights. All undisputed amounts become immediately due; clauses intended by nature to survive continue, including payment, confidentiality, IP, liability, indemnity and governing law.

26. Events outside reasonable control

Neither party is liable for delay or failure caused by an event outside its reasonable control, including severe weather, fire, flood, epidemic, war, civil disorder, terrorism, labour dispute, transport or utility failure, cyber incident not caused by failure to use reasonable security, supplier embargo, governmental action, customs disruption or shortage of materials. The affected party must notify the other and take reasonable steps to reduce the effect.

Payment obligations for Goods or services already supplied are not excused. If the event prevents a material part of performance for more than 60 days, either party may terminate the affected unperformed part on written notice; we will refund prepayments for Goods or services not supplied, less lawful non-recoverable custom work or costs agreed in the Contract.

27. Notices and contact

Operational notices may be sent to the email or postal address on the Trade Account. Formal breach or termination notices must be in writing and sent by email with confirmation of transmission, or by prepaid tracked post, to the last notified business address. A notice is deemed received on the next Business Day after email transmission, or two Business Days after posting within the UK, unless earlier receipt is shown.

Contact Chapter VI Hair Ltd at hello@chaptervihair.com, by telephone on 028 2565 9888, or by post at 1 Larne Street, Ballymena, Northern Ireland BT42 3AJ. Please quote the Trade Account and Order number.

28. Changes to these Terms

The Terms in force when we accept an Order govern that Contract. We may update these Terms for future Orders by posting a new version and effective date. For an ongoing subscription, credit facility or Academy arrangement, we will give reasonable notice of a material adverse change; it will not retrospectively alter an accepted Order unless required by law or agreed.

29. General

Neither party may assign a Contract without the other’s written consent, not to be unreasonably withheld, except that we may assign to an affiliate or successor to the relevant business if this does not materially reduce your rights. We may use subcontractors and remain responsible for performance.

The parties are independent contractors. No partnership, joint venture, agency, fiduciary or employment relationship is created. A person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce a term, except a permitted assignee.

If a provision is invalid or unenforceable, it is modified to the minimum extent necessary or severed, and the remainder continues. A delay or failure to enforce is not a waiver. Rights are cumulative. These Terms and the documents identified in clause 3 form the entire agreement for the Contract, but do not exclude liability for fraud or fraudulent misrepresentation.

30. Governing law and courts

Each Contract and any non-contractual dispute arising from it are governed by the law of Northern Ireland. The courts of Northern Ireland have exclusive jurisdiction, except that we may bring proceedings for debt recovery, interim relief or enforcement in any court with jurisdiction over you or your assets.

The United Nations Convention on Contracts for the International Sale of Goods does not apply. Before issuing proceedings (other than urgent relief or an undisputed debt claim), the parties will try in good faith for at least 14 days to resolve the dispute through authorised representatives.