Terms & Conditions

SALES TERMS AND CONDITIONS (“Terms”)

The site [insert site address for salon sales] and its authorized variations including each subdomain and mobile version (“Site”) is operated by Supernova Pte. Ltd. 20 Martin Road, #10-01 Seng Kee Building, Singapore 239070  with Company registration 201543712Z and GST/VAT 201543712Z (“we” “our” or “us”). Where relevant in relation to a Transaction, “we” or “us” may also refer to another legal entity in the Supernova group, as set out in Section 7.1.

By accessing, browsing or using the Site in any way, you, or the company you are authorised to represent, acknowledge and agree to be bound by the following terms and conditions (“Terms”). If you do not agree to these Terms, you should not access, browse or use the Site.  You understand that your right to purchase product(s) (“Product(s)”) via the Site is subject to our prior approval and that it is at our sole discretion to decide whether you grant access. 

PLEASE READ THESE TERMS CAREFULLY AS THEY CONTAIN PROVISIONS THAT AFFECT YOUR LEGAL RIGHTS.

1. 1.CHANGES TO THESE TERMS, OUR PRODUCTS OR THE SITE

1. 1.1.Changes we can always make. We can always change our products to reflect changes in relevant laws and regulatory requirements or make improvements to our Products. We reserve the right at any time, for any reason at our sole discretion and without prior notice to you, to change or modify these Terms provided it does not have any impact on your legal rights. It is your responsibility to return to these Terms to review any changes that have been made. Any changes or modifications to these Terms will be effective upon posting of the revisions on the Site . You should frequently review these Terms to understand the terms and conditions that apply to your use and any purchases through the Site. In the event any significant changes are required to these Terms we will endeavor to give you reasonable prior written notice (including via email).
2. 1.2.We reserve the right at any time, for any reason at our sole discretion and without prior notice to you, to suspend or discontinue the Site (or any part thereof) temporarily or permanently or your ability to make any purchases of our Products.
3. 1.3.We will not be liable to you or any third party for any modification, suspension or discontinuation of the Site or your ability to make any purchases of our Products . 

1. 2.USE OF SITE

1. 2.1.We hereby grant you a limited, revocable, non-transferable and non-exclusive licence to access and use the Site by displaying it on your internet browser only for the purpose of purchasing items sold on the Site and not for any use on behalf of any third party, except as expressly permitted by us in writing in advance. We reserve the right at any time, for any reason at our sole discretion and without prior notice to you, to terminate your licence to use the Site or to block or prevent your future access to or use of the Site.
2. 2.2You will need a password and account identification to enable you to access and use certain portions of this Site. Each time you use a password or identification, you will be deemed to be authorized to access and use the Site in a manner consistent with the terms and conditions of these Terms, and we have no obligation to investigate the authorization or source of any such access or use of the Site. You will be solely responsible for all access to and use of this Site by anyone using the password and identification assigned to you whether or not such access to and use of this Site is actually authorized by you, including, without limitation, all communications, transmissions and obligations (including financial obligations) incurred through such access or use. You are solely responsible for protecting the security and confidentiality of the password and identification assigned to you. You shall immediately notify us of any unauthorized use of your password or identification or any other breach or threatened breach of this Site's security.

1. 3.OUR INTELLECTUAL PROPERTY

1. 3.1.All intellectual and industrial property rights and interests throughout the world, whether statutory or equitable, registered or unregistered, existing or future, including trademarks, service marks, designs, logos, labels, drawings, get-ups, patents, inventions, copyright and analogous rights, plant breeder’s rights, circuit layouts, confidential information, trade secrets, know-how, methodologies, formulations, recipes, specifications, trade, business, company and domain names, database rights, indication of source or origin rights and any other intellectual property rights as defined in Article 2 of the Convention establishing the World Intellectual Property Organisation of 14 July 1967 (as amended from time to time) (“Intellectual Property”) relating to any Product or the Site is, and will at all times remain, the property of Supernova Pte. Ltd. or the relevant member of the group. For the avoidance of doubt, such Intellectual Property includes text, photographs, designs, graphics, logos, button icons, images, audio clips, video clips, software, code, meta tags, features, functionality and other materials on the Site, and the collection, arrangement and assembly thereof. Subject to the licence set out in clause 3.2 below, no right, title or interest in the Intellectual Property is transferred to you, and all rights not expressly granted are reserved by us.
2. 3.2.We hereby grant you a limited, revocable, non-exclusive, non-transferable and non-sublicensable licence to use the Intellectual Property solely to the extent necessary for you to sell the Products to your customers in accordance with these Terms.
3. 3.3.You will not apply the Intellectual Property to any products or goods other than a Product or for any person other than Supernova, and you will not do anything inconsistent with Supernova’s rights in the Intellectual Property, such as filing any conflicting trade mark application anywhere in the world.

1. 4.CONFIDENTIAL INFORMATION

1. 4.1.You agree to keep confidential, and not to use or disclose, other than as permitted by these Terms or with our prior written approval, any information (regardless of its form and including electronically stored information) relating directly or indirectly to us or any of our related bodies corporate, our past, existing or future business, operations, administration, finances or strategic plans, including but not limited to information relating to customers/clients, pricing, volumes, specifications, formulations, recipes or designs; and all information (regardless of its form and including electronically stored information) which contains or is derived or copied from that information (“Confidential Information”).
2. 4.2.The obligations of confidence in clause 4.1 do not apply to Confidential Information that is:
   (a) required to be disclosed by applicable law provided that, prior to disclosing any information, you promptly notify us in writing and take all reasonable steps to maintain the Confidential Information in confidence;
   (b) in the public domain otherwise than as a result of a breach of these Terms or other obligation of confidence; or
   (c) already known by, or rightfully received, or independently developed, by you free of any obligation of confidence.

1. 5.PRODUCT INFORMATION

1. 5.1.All information we provide relating to the Products is intended to be used for informational purposes only. We do not give nor intend to give medical advice. The statements made about the Products have not been evaluated by the U.S. Food and Drug Administration or any other government agency. The Products are not intended to diagnose, treat, cure or prevent any condition or disease.
2. 5.2.All Products should be used and stored strictly in accordance with their instructions, precautions and guidelines. Products are intended for adult use only and should be kept out of reach of children. You should always check the ingredient list for potential allergens.
3. 5.3.Every individual is different and therefore results may vary from person to person and are not guaranteed. We are not responsible or liable for failure to achieve expected results for any reason whatsoever.
4. 5.4.You are responsible for any claims you make regarding the Products that have not been expressly approved by us.

1. 6.USE OF PRODUCTS

1. 6.1.Any Products you purchase or receive are for you to on-sell in the channels which have been pre-approved by us in writing (including via email). You may only sell Products in your retail stores and any pre-approved online retail channels. You may not sell the Products through any online marketplaces such as Amazon or Ebay. The sale of any Products through a non-approved channel shall be deemed a material breach of this Agreement and we can immediately cease your access to the Site and any Product deliveries.
2. 6.2.You may not reproduce, distribute, display, sell, resell, lease, transmit, create derivative works from, translate, modify, reverse-engineer, disassemble, decompile or otherwise exploit any Product or part thereof except as permitted by these Terms.

1. 7.PURCHASE OF PRODUCTS

1. 7.1.Any purchase by you of a Product through the Site (“Transaction”) will constitute a contract between you and one of the following legal entities in the Supernova group, depending on your geographic location (as determined by your delivery address):
   (a) If you are located in Australia or New Zealand: Supernova AU Pty Ltd (Australian Business Number 85 614 738 313; Lvl 1, 289 Flinders Lane, Melbourne, 3000, Australia);
   (b) If you are located in the United Kingdom or the Middle East: Supernova UK Pty Ltd (Company Number 10817767; 3rd Floor, 11-12 St James’ Square, London, SW1Y 4LB, United Kingdom) VAT: GB273 4478 80;
   (c) If you are located in Europe: Supernova Brands Limited (Company Number 672585; 32 Merrion Street Upper, Dublin 2, D02 KW80, Ireland);
   (d) If you are located in the United States of America: Supernova USA Inc. (File Number 6798116; 4th floor, 12655 W Jefferson Blvd, Los Angeles, CA 90066, USA);
   (e) If you are located in Canada: Supernova North America Enterprises Ltd (Business Number BC1091753; 1700 - 1075 West Georgia Street, Vancouver, British Columbia, Canada V6E 3C9); or
   (f) If you are located in Asia, Russia, Turkey, Israel, the Pacific Islands or any country or region not otherwise listed above: Supernova Pte Ltd (Unique Entity Number 201543712Z; 20 Martin Road, #10-01 Seng Kee Building, Singapore 239070).
2. 7.2.The above countries and regions are provided as a guidance regarding the contracting entity for the purpose of a Transaction. Please check the Site or contact us for more information on whether we can currently ship to you.
3. 7.3.When entering into a Transaction, the currency and any applicable GST, VAT or other sales tax will be as shown on the checkout pages on the Site. In the event an international shipment attracts import or customs duties, taxes or charges, you are responsible for making the required payments. These charges will not be paid or reimbursed by us. PLEASE CHECK YOUR LOCAL TAX, IMPORT AND CUSTOMS REQUIREMENTS BEFORE ENTERING INTO A TRANSACTION.
4. 7.4.You must make payment in accordance with the checkout pages on the Site and comply with the terms and conditions of any third party payment provider or processor. Depending on the payment method chosen, another entity within the Supernova group may collect payment on behalf of the entity with which you enter a Transaction.
5. 7.5.You undertake that all details you provide in relation to a Transaction, including for payment purposes, are correct and that you are fully entitled or authorized to enter into such Transaction using such payment method.
6. 7.6.You are responsible for reviewing the latest version of these Terms each time you enter into a Transaction.

1. 8.DELIVERY

1. 8.1.We will deliver the Products to you on a Delivered Duty Paid (Incoterms 2020) basis at the address you nominate when you place your order. Delivery prices will be as shown on the checkout pages.  

8.2.

Title, and risk of loss of or damage, to the Products passes to you when the Products are delivered. 

1. 9.RETURNS

1. If you have received incorrect, damaged or faulty Products, please provide details (including photos) to [email protected] within 30 days of the date you received the items. We will verify what you are entitled to which may include a replacement or credit note and provide instructions accordingly. Please include your order confirmation number in the subject line so we can find your order easily and process your request promptly.

1. 10.TERMINATION

1. 10.1. In addition to any other legal or equitable remedies, we reserve the right at any time, for any reason at our sole discretion and without prior notice to you, to immediately refuse to process, cancel or terminate any order, Transaction or account, limit the quantity of Products purchased, suspend, terminate or deny you access to and use of the Site in whole or in part (including revocation of any password or account identification issued to you) or otherwise refuse service to you for any reason including, without limitation, due to unavailability of Products, incorrect pricing or other information, suspected fraud, unauthorized or illegal activities including unauthorized reselling, or if your conduct violates these Terms, any applicable law or is harmful or contrary to our interests.
2. 10.2. Any refusal, suspension, cancellation or termination shall not affect the respective rights and obligations (including, without limitation, payment obligations) of the parties arising before the date of termination.

1. 11.DISCLAIMER AND LIMITATION OF LIABILITY
   PLEASE READ THIS SECTION CAREFULLY, AS IT CONTAINS DISCLAIMERS AND LIMITATIONS OF LIABILITY WHICH AFFECT YOUR LEGAL RIGHTS.

1. 11.1. This clause prevails over all other clauses and sets forth the entire liability of us, our directors, officers, agents, employees, subsidiaries and related parties (each a “Supernova Entity”), and your sole and exclusive remedy, in relation to the Products, the Site and any Transaction. THE PRODUCTS, THIS SITE AND ANY TRANSACTIONS ARE PROVIDED BY THE SUPERNOVA ENTITIES ON AN “AS IS” and “AS AVAILABLE” BASIS. EACH SUPERNOVA ENTITY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THIS SITE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH SUPERNOVA ENTITY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT, TITLE, QUIET ENJOYMENT, DATA AND INFORMATION ACCURACY AND SYSTEMS INTEGRITY. THIS SITE MAY INCLUDE INACCURACIES, MISTAKES, TYPOGRAPHICAL ERRORS OR OTHER CONTENT ERRORS. EACH SUPERNOVA ENTITY DOES NOT WARRANT THE CONTENT ON THE SITE WILL BE ACCURATE, COMPLETE, CURRENT, UNINTERRUPTED OR ERROR FREE. You should use only the version of the Site dedicated to your country or geographic region and also confirm the accuracy and completeness of information through sources other than the Site before making decisions in relation to the Products. Each Supernova Entity disclaims all liability and responsibility arising from any reliance placed on information posted on the Site by you or any other visitor, or by anyone who may be informed of any of its contents.
2. 11.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH SUPERNOVA ENTITY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS, THIS SITE OR ANY TRANSACTIONS. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES.
3. 11.3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY TO YOU OF ALL SUPERNOVA ENTITIES FOR ANY DAMAGES (REGARDLESS OF THE FOUNDATION FOR THE ACTION) ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS, THIS SITE OR ANY TRANSACTIONS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT ACTUALLY PAID BY YOU TO THE SUPERNOVA ENTITIES DURING THE MONTH IMMEDIATELY PRECEDING THE ACT ALLEGEDLY GIVING RISE TO THE LIABILITY.
4. 11.4. Nothing in these Terms is intended to affect your rights under the law in your usual place of residence that cannot be altered by these Terms. If there is a conflict between those rights and these Terms, your rights under applicable local law will prevail.

1. 12.INDEMNIFICATION

1. 12.1. You agree to defend, indemnify and hold harmless each Supernova Entity from all claims, demands, losses, liabilities, costs, expenses, obligations and damages including reasonable legal fees arising out of or in connection with: (a) your use of the Site or a Product; and/or (b) your breach of any of these Terms.
2. 12.2. This indemnification obligation will survive the termination of these Terms and your use of the Site.

1. 13.REMEDIES

1. 13.1. You agree that the remedy at law of a Supernova Entity for any actual or threatened breach of these Terms would be inadequate and that each Supernova Entity shall be entitled to specific performance or injunctive relief, or both, in addition to any damages that it may be entitled to recover, together with reasonable expenses of any form of dispute resolution, including, without limitation, attorneys' fees.
2. 13.2. No right or remedy of a Supernova Entity shall be exclusive of any other, whether at law or in equity, including without limitation damages, injunctive relief, attorneys' fees and expenses.

1. 14.DISPUTES
   PLEASE READ THIS SECTION CAREFULLY, AS IT CONTAINS A BINDING ARBITRATION CLAUSE WHICH AFFECTS YOUR LEGAL RIGHTS.

1. 14.1. Most disagreements can be resolved informally and efficiently by contacting our Retail team at [email protected].
2. 14.2. You and each relevant Supernova Entity agrees that any dispute, claim or controversy arising out of or relating in any way to the Products, the Site, any Transaction or these Terms, including any question regarding their existence, validity or termination (“Dispute”), will be referred to and finally determined by confidential arbitration in Singapore.
3. 14.3. If you elect to seek arbitration, you must first send to us a written notice of claim (“Notice of Claim”). The Notice of Claim should be sent by certified mail to: General Counsel, Supernova Pte. Ltd., 20 Martin Rd #10-01 Seng Kee Building, Singapore 239070, with an email copy to [email protected], and should be prominently titled “NOTICE OF CLAIM”. The Notice of Claim must include both the mailing and email addresses you would like us to use to contact you. If we elect to seek arbitration, we will send a Notice of Claim to your billing address on file, with a copy to any email address you may have provided to us. A Notice of Claim must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific amount of damages or other relief sought.
4. 14.4. If you and each relevant Supernova Entity do not reach an agreement to resolve the Dispute within thirty (30) days after the Notice of Claim is received, you or the relevant Supernova Entity may commence an arbitration proceeding. The arbitration will be governed by the Singapore International Arbitration Centre rules then in force and administered by the Singapore International Arbitration Centre. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
5. 14.5. Regardless of any statute or law to the contrary (but to the extent permitted by applicable laws), you and each Supernova Entity agrees that any Dispute must be filed within twelve (12) months after the cause of action arose. Otherwise, such cause of action is permanently barred.
6. 14.6. Sections 14.1 to 14.5 do not apply to the extent that you violate or threaten to violate our intellectual property rights in any way, in which case any Supernova Entity may seek injunctive or other appropriate relief in any court of competent jurisdiction that it considers appropriate.
7. 14.7. This Section 14 shall survive termination of these Terms or any Transaction.

1. 15.CLASS ACTION AND JURY TRIAL WAIVER
   PLEASE READ THIS SECTION CAREFULLY, AS IT CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER WHICH AFFECTS YOUR LEGAL RIGHTS.

1. 15.1. YOU AND WE AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE, WHETHER THROUGH A COURT OF LAW OR ARBITRATION, SHALL BE SOLELY CONDUCTED ON AN INDIVIDUAL BASIS. YOU AGREE THAT YOU WILL NOT SEEK TO HAVE ANY DISPUTE HEARD AS, NOR ATTEMPT TO JOIN THE DISPUTE TO, ANY CLASS ACTION, REPRESENTATIVE ACTION, COLLECTIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION. Further, if you have elected arbitration, unless both you and each relevant Supernova Entity agrees otherwise, the arbitrator may not consolidate more than one person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding.
2. 15.2. YOU AND EACH SUPERNOVA ENTITY HEREBY WAIVES ANY CONSTITUTIONAL OR STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration. In the event any litigation should arise between you and a Supernova Entity in any court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE RELEVANT SUPERNOVA ENTITY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

1. 16.Events Outside of our Control

1. 16.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by any act or event beyond our reasonable control (“Event Outside Our Control”).
2. 16.2. If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms:
   (a) we will contact you as soon as reasonably possible to notify you; and
   (b) our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.

1. 17.GENERAL

1. 17.1. No Waiver. Any failure by us to enforce any provision of these Terms or a Transaction is not a waiver of such provision or right. Any waiver of our rights must be in writing, signed by us, and any such waiver shall not operate as a waiver of any future breach.
2. 17.2. Severability. If any provision of these Terms shall be deemed invalid, void, or for any reason unenforceable, that provision shall be deemed several and shall not affect the validity and enforceability of any remaining provision.
3. 17.3. No Assignment.You may not assign any rights relating to these Terms or a Transaction, in whole or in part, without our prior written permission. Any purported assignment without such permission shall be void.
4. 17.4. Entire Agreement. These Terms document the entire agreement between you and the relevant Supernova Entities with respect to its subject matter and supersede all prior or contemporaneous or additional communications, negotiations or agreements.
5. 17.5. Language. The official language of these Terms is English. A translation of these Terms may be provided for country-specific versions of the Site but, in the event of a conflict between any English and non-English version, the English version of these Terms shall prevail. To the extent permitted by applicable law, in the event of a Dispute, the parties will ensure all related documents are drafted in English. All dealings, correspondence and contacts between us shall be made or conducted in the English language.
6. 17.6. Governing Law. These Terms and any Transaction (including all non-contractual obligations arising out of or connected to them) shall be governed and construed in accordance with the laws of Singapore. Both you and each Supernova Entity hereby submit to the exclusive jurisdiction of the Singapore courts.

If you have any questions or comments regarding this Site or these Terms, the easiest way to contact us is at [email protected].