Terms and Conditions of Sale: Business Customers (if you are not purchasing in a professional capacity, please refer to the consumer section of the site https://www.cloudninehair.com)

The customer’s attention is drawn in particular to the provisions of clauses 2.1 and 8.

• 1.1 Definitions:
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Business Day: a day (other than a Saturday, Sunday or public holiday) in England, when banks in London are open for business.

CLOUD NINE: CLOUD NINE is the trading name of Master Distributor LTD under Registration Number 07079855. The Registered Address is A2 Hornbeam Square West, Harrogate, HG2 8PA. Registered in England.

Conditions: the terms and conditions set out in this document.

Contract: the contract between Cloud Nine and the Customer for the sale and purchase of Goods in accordance with these Conditions.

Customer: the person or firm who purchases the Goods from Cloud Nine.

Delivery Location: has the meaning given in clause 4.3.

Eligibility Criteria: a National Vocational Qualification (NVQ) Level 2 in Hairdressing and/or a membership of the National Hair & Beauty Federation (NHBF).

Force Majeure Event: an event, circumstance or cause beyond a party’s reasonable control.

Goods: the goods (or any part of them) set out in the Order, including Professional Use Products and/or Salon Retail Products as appropriate.

Hair Salon: the physical business premises at which the Customer provides services and may sell products to members of the public.

Hair Stylist: a professional providing services from a Hair Salon and who meets the Eligibility Criteria.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: the Customer’s order for products, as set out in the Customer’s online order form, the Customer’s email order or the order given by the Customer to Cloud Nine by telephone, as the case may be.

Professional Use Products: White Label, Sericite or other products sold for exclusive use by Hair Stylists.

Salon Retail Products: products supplied for the Customer’s retail sale to consumers in a Hair Salon.

• 1.2 Interpretation:
  
  
  • 1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
    
    
  • 1.2.2 a reference to a party includes its personal representatives, successors and permitted assigns.
    
    
  • 1.2.3 a reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
    
    
  • 1.2.4 any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition phrase or term preceding those terms.
    
    
  • 1.2.5 a reference to writing or written includes email but not fax.

• • 2.1 The Customer acknowledges that these Conditions apply to the supply of Goods to Hair Stylists and/or Hair Salons in accordance with these Conditions. If the Customer does not meet the Eligibility Criteria it should purchase Cloud Nine products via the consumer section of the site [https://www.cloudninehair.com]. If the Customer purchases Goods and subsequently realises it does not meet the Eligibility Criteria, it must cancel any Orders and return any Goods received within 14 days of receipt and Cloud Nine will issue a full refund.
    
    
  • 2.2 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade, custom, practice or course of dealing.
    
    
  • 2.3 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
    
    
  • 2.4 The Order shall only be deemed to be accepted:
    
    
    • 2.4.1 when Cloud Nine issues a written acknowledgment of the Order (typically by email), in the case of website orders; and
      
      
    • 2.4.2 at the point of the Customer submitting the Order, if placed by email or telephone,
      
      

  at which point a Contract shall come into existence comprising the Order, any order acknowledgment and these Conditions. To the extent of any conflict between those documents, the provisions of the order acknowledgment (if applicable) shall prevail, followed by the Conditions, followed by the Order. Cloud Nine reserves the right to reject any Order it has accepted but which it subsequently cannot fulfil, in which circumstances it will promptly notify the Customer and refund any monies paid.
  
  

  • 2.5 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
    
    
  • 2.6 Any samples, drawings, descriptive matter or advertising produced by Cloud Nine and any descriptions or illustrations contained on Cloud Nine’s website or in Cloud Nine’s product literature are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

• 3.1 The Goods are as described on Cloud Nine’s website or in Cloud Nine’s product literature from time to time, as appropriate.
  
  
• 3.2. Cloud Nine reserves the right to amend the specification of Goods if required by any applicable legal or regulatory requirements. If such amendments will materially change the nature or quality of the Goods, the Supplier shall notify the Customer who may then cancel the order.
  
  
• 3.3. Unless otherwise agreed in writing with Cloud Nine:
  
  
  • 3.3.1 Cloud Nine shall be and remain the exclusive proprietor of copyright in all original documents supplied to the Customer or otherwise produced by Cloud Nine in connection with the Contract;
    
    
  • 3.3.2 all Intellectual Property Rights in or relating to the Goods shall (subject to any existing rights of any third party in any Intellectual Property Rights incorporated or used in the design of the Goods) be the exclusive property of Cloud Nine and neither the Customer nor any agent, contractor or other person acting on behalf of the Customer shall at any time make any unauthorised use of such Intellectual Property Rights.
    
    
• 3.4 The Customer acknowledges that: (i) it may sell Salon Retail Products to customers at Hair Salons only; and (ii) it is not authorised to act as a wholesale reseller or distributor of any of the Goods on behalf of Cloud Nine. The Customer shall not, without Cloud Nine’s prior written consent, sell, supply or make available any Goods online, via any mobile application or via any platform or marketplace, nor shall it supply such Goods to anyone who intends to undertake such activities.
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• 4.1 Cloud Nine shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the type and quantity of the Goods.
  
  
• 4.2 The different delivery options and associated costs will be displayed on the Cloud Nine website or explained at the time the Customer submits an Order either by email or by telephone.
  
  
• 4.3 Cloud Nine shall deliver the Goods to the location set out in the Order or such other location as you may agree directly with Cloud Nine’s courier (Delivery Location) at any time after Cloud Nine notifies the Customer that the Goods are ready.
  
  
• 4.4 Delivery is completed once left at the Delivery Location.
  
  
• 4.5 Any dates quoted for delivery are approximate only and the time of delivery is not of the essence. Cloud Nine shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or by the Customer’s failure to provide Cloud Nine with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
  
  
• 4.6 If no one is available at the Delivery Location to take delivery and the Goods cannot be posted through a letterbox, Cloud Nine’s courier should either leave you a note, or send you an email or text message, informing the Customer of how to rearrange delivery or collect the Goods from an alternative address, such as a neighbour, a local depot or designated collection outlet.
  
  
• 4.7 If, after a failed delivery, the Customer does not re-arrange delivery or collect the Goods from an alternative address, a delivery depot or designated collection outlet, Cloud Nine (or its courier) will contact the Customer for further instructions and may charge the Customer for storage costs and any further delivery costs.
  
  
• 4.8 If Cloud Nine fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Cloud Nine shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or by the Customer’s failure to provide Cloud Nine with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
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• 5.1 The Customer shall inspect Goods on delivery and may reject any Goods delivered to it that are not of satisfactory quality or fit for purpose, provided that:
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  • 5.1.1 written notice of rejection is given to Cloud Nine within 48 hours of delivery; and
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  • 5.1.2 none of the events listed in clause 5.7 apply.
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• 5.2 If the Customer fails to give notice of rejection in accordance with clause 5.1, it shall, subject to clause 5.5, be deemed to have accepted the Goods.
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Consumer warranty

• 5.3 The Customer acknowledges that, when supplying Salon Retail Products to its own customers, it must make its customers aware of the requirement to register their product directly with Cloud Nine, following the instructions supplied with the relevant Salon Retail Product.
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• 5.4 Should the Customer receive any complaints (including requests to return defective Goods) or enquiries from its customers relating to a Salon Retail Product, it must within 24 hours redirect such customers to Cloud Nine.
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Professional warranty

• • 5.5 Subject to the Customer registering its Professional Use Product(s) directly with Cloud Nine, following the instructions supplied with the relevant Goods, Cloud Nine warrants that such Professional Use Product(s) shall be free from material defects in design, material and workmanship and be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) as follows:
    
    
    • 5.5.1 in the case of White Label products, for a period of 12 months from registration; and
      
      
    • 5.5.2 in the case of Sericite products, for a period of 60 months from registration.
      
      

  For the avoidance of doubt, Cloud Nine does not provide any warranty for the Professional Use Product(s), in the circumstance that the product has not been registered with Cloud Nine, within 14 days of purchase. To register the Professional Use Product(s), please refer to Cloud Nine’s Product Registration Page [www.cloudninehair.com/pages/product-registration]
  
  

  • 5.6 Subject to clauses 5.7 and 5.8, if:
    
    
    • 5.6.1 the Customer gives notice in writing to Cloud Nine during the applicable warranty period within a reasonable time of discovery that its Professional Use Product does not comply with the warranty set out at clause 5.5; and
      
      
    • 5.6.2 the Customer provides proof of purchase; and
      
      
    • 5.6.3 Cloud Nine is given a reasonable opportunity of examining such Goods; and
      
      
    • 5.6.4 the Customer (if asked to do so by Cloud Nine) returns such Goods to Cloud Nine’s place of business at the Customer’s cost,
      
      

  then Cloud Nine shall, at its option, repair or replace the defective Goods.
  
  

  • 5.7 Cloud Nine shall not be liable for any Goods’ failure to meet applicable standards in any of the following circumstances:
    
    
    • 5.7.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 5.6;
      
      
    • 5.7.2 the defect arises because the Customer failed to follow Cloud Nine’s oral or written instructions as to the storage of the Goods or (if there are none) good trade practice regarding the same;
      
      
    • 5.7.3 the Customer alters or repairs such Goods without the prior written consent of Cloud Nine;
      
      
    • 5.7.4 the defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal storage conditions;
      
      
    • 5.7.5 the Goods differ from their description as a result of changes made to ensure they comply with applicable legal or regulatory requirements; or
      
      
    • 5.7.6 the Goods have been transferred to any other person, whether business or individual, as the warranty is personal to the Customer.
      
      
  • 5.8 The Customer acknowledges that it is only entitled to the warranty protection pursuant to clause 5 if it meets the Eligibility Criteria both at the time of the purchase and at the time of the warranty claim pursuant to clause 5.6. Cloud Nine reserves the right to require evidence of eligibility.
    
    
  • 5.9 Except as provided in this clause 5, Cloud Nine shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.5.
    
    
  • 5.10 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
    
    
  5.11 These Conditions shall also apply to any repaired or replacement Goods supplied by Cloud Nine.

• 6.1 Responsibility for the Goods shall pass to the Customer on completion of delivery.
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• 6.2 Title to the Goods shall not pass to the Customer until the earlier of:
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  • 6.2.1 Cloud Nine receiving payment in full (in cleared funds) for the Goods and any other goods that Cloud Nine has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
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  • 6.2.2 the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.
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• 6.3 Until title to the Goods has passed to the Customer, the Customer shall:
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  • 6.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Cloud Nine’s property;
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  • 6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
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  • 6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
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  • 6.3.4 notify Cloud Nine immediately if it becomes subject to any of the events listed in clauses 9.1.2 to 9.1.4; and
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  • 6.3.5 give Cloud Nine such information relating to the Goods as Cloud Nine may require from time to time.
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• 6.4 Subject to clause 6.5, the Customer may resell the Salon Retail Products or use the Goods in the ordinary course of its business (but not otherwise) before Cloud Nine receives payment for the Goods. However, if the Customer resells the Salon Retail Products before that time:
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  • 6.4.1 it does so as principal and not as Cloud Nine’s agent; and
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  • 6.4.2 title to the Salon Retail Products shall pass from Cloud Nine to the Customer immediately before the time at which resale by the Customer occurs.
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• 6.5 If, before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in clauses 9.1.2 to 9.1.4 then, without limiting any other right or remedy Cloud Nine may have:
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  • 6.5.1 the Customer’s right to resell the Salon Retail Products or use any Goods in the ordinary course of its business shall cease immediately; and
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  • 6.5.2 Cloud Nine may at any time:
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    • 6.5.2.1 require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
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    • 6.5.2.2 if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
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• 7.1 The price of the Goods shall be the price set out in the Order or, if no price is quoted and we have not agreed anything else in writing, the price advertised on the trade section of our website at the date of delivery.
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• 7.2 Cloud Nine may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
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  • 7.2.1 any factor beyond Cloud Nine’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
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  • 7.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or
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  • 7.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give Cloud Nine adequate or accurate information or instructions.
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• 7.3 Unless otherwise stated on the Cloud Nine website or agreed in writing at the time of Order, the price of the Goods:
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  • 7.3.1 excludes amounts in respect of value added tax (VAT), which the Customer shall pay to Cloud Nine in addition at the prevailing rate, subject to receipt of a valid VAT invoice; and
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  • 7.3.2 excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
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• 7.4 The Customer must pay for the Goods in full at the time of placing the Order unless otherwise agreed in writing with Cloud Nine (and any such payment will be promptly refunded if an Order is not accepted for any reason).
  
  
• 7.5 The Customer shall pay any amounts due to Cloud Nine in full and in cleared funds to a bank account nominated in writing by Cloud Nine, and time for payment shall be of the essence of the Contract.
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• 7.6 If the Customer fails to make a payment due to Cloud Nine under the Contract by the due date then, without limiting Cloud Nine’s remedies pursuant to clause 9 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest pursuant to this clause 7.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
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• 7.7 All amounts due under or in connection with the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
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• 8.1 The restrictions on liability in this clause 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
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• 8.2 Nothing in the Contract limits or excludes a party’s liability to the extent it cannot legally be limited or excluded, including liability for:
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  • 8.2.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
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  • 8.2.2 fraud or fraudulent misrepresentation;
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  • 8.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
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  • 8.2.4 defective products under the Consumer Protection Act 1987.
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• 8.3 Subject to clause 8.2, neither party may recover the following types of loss: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; pure economic loss; loss of use or corruption of software, data or information; loss of or damage to goodwill; and indirect or consequential loss.
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• 8.4 Subject to clause 8.2, Cloud Nine’s total liability to the Customer shall not exceed the price paid for the Goods pursuant to the relevant Order.
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• 8.5 This clause 8 shall survive termination or expiry of the Contract.
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• 9.1 Without limiting its other rights or remedies, Cloud Nine may terminate this Contract with immediate effect by giving written notice to the Customer if:
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  • 9.1.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so;
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  • 9.1.2 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), (being an individual and/or sole trader) bankruptcy, having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
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  • 9.1.3 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
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  • 9.1.4 the Customer’s financial position deteriorates to such an extent that in Cloud Nine’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
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• 9.2 Without limiting its other rights or remedies, Cloud Nine may suspend provision of the Goods under the Contract or any other contract between the Customer and Cloud Nine if the Customer becomes subject to any of the events listed in clauses 9.1.1 to 9.1.4, or Cloud Nine reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under or in connection with this Contract on the due date for payment.
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• 9.3 Without limiting its other rights or remedies, Cloud Nine may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under or in connection with the Contract on the due date for payment.
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• 9.4 On termination of the Contract for any reason the Customer shall immediately pay to Cloud Nine all of Cloud Nine’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Cloud Nine shall submit an invoice, which shall be payable by the Customer immediately on receipt.
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• 9.5 Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination or expiry.
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• 9.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after its termination or expiry shall remain in full force and effect.
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Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this Contract by giving 7 days’ written notice to the affected party.

• 11.1 Assignment and other dealings.
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  • 11.1.1 Cloud Nine may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
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  • 11.1.2 The Customer may not assign, transfer, mortgage, charge, subcontract, delegate declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Cloud Nine.
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• 11.2 Confidentiality.
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• • 11.2.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, suppliers or technology of the other party, except as permitted by clause 11.2.2.
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  • 11.2.2 Each party may disclose the other party’s confidential information:
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    • 11.2.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations pursuant to the Contract. Each party shall ensure that such persons comply with this clause 11.2; and
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    • 11.2.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
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  • 11.2.3 Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
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• 11.3 Entire agreement.
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  • 11.3.1 Each Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
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  • 11.3.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
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• 11.4 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
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• 11.5 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. Any waiver must be in writing signed by the party giving it.
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• 11.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted to the minimum extent necessary, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted pursuant to this clause 11.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

• • 11.7 Notices.
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  • 11.7.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
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    • 11.7.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
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    • 11.7.1.2 sent by email to: info@cloudninehair.com for Cloud Nine or the address given in the Order for the Customer.
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  • 11.7.2 Any notice shall be deemed to have been received:
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    • 11.7.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
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    • 11.7.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second Business Day after posting or at the time recorded by the delivery service if earlier; and
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    • 11.7.2.3 if sent by email, at the time of transmission (provided no error message is received to indicate the message was not received) or, if this time falls after 5.30pm on a Business Day, at 9.00am on the next Business Day.
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  • 11.7.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
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• 11.8 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
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• 11.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England.
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• 11.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
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