Service Terms
These Service Terms / Terms of Engagement apply to services provided by CLOWNHAUS (PTY) LTD, registration number 2020/479322/07 / K2020479322, trading as CLOWNHAUS®.
For purposes of these Terms, “CLOWNHAUS®”, “we”, “us” or “our” refers to CLOWNHAUS (PTY) LTD. “Client”, “you” or “your” refers to any person, business, brand, company, representative, requester, or other party that requests, books, accepts, pays for, or receives services from CLOWNHAUS®.
CLOWNHAUS® operates as a South African cosmetic consulting and advisory services business. As at the effective date of these Terms, CLOWNHAUS® provides services only and does not sell physical cosmetic products, finished goods, skincare products, raw materials, merchandise, or standalone digital products through the website.
These Terms must be read together with our website Terms of Service, Privacy Policy, Refund, Cancellation and Rescheduling Policy, Shipping, Electronic Delivery and Service-Related Samples Policy, Legal Notice, any applicable NDA, quotation, invoice, proposal, written scope of work, service brief, project plan, or other written agreement issued or accepted by CLOWNHAUS®.
1. Purpose of these Terms
These Terms govern the professional service relationship between CLOWNHAUS® and the Client.
They apply to consultations, advisory services, documentation support, formulation-related services, regulatory support, product development advisory, claims support, technical review, training, research and development support, troubleshooting, benchmarking, and any other service provided by CLOWNHAUS®.
These Terms are intended to clarify:
1. how CLOWNHAUS® accepts and performs service engagements;
2. what the Client is responsible for;
3. what CLOWNHAUS® does and does not provide;
4. how fees, cancellations, rescheduling, and refunds are handled;
5. how client information, samples, documents, and deliverables are handled;
6. the advisory and non-guaranteed nature of CLOWNHAUS® services; and
7. the limits of liability and responsibility applicable to CLOWNHAUS® services.
2. Services Covered
CLOWNHAUS® may provide services including, but not limited to:
1. cosmetic consulting and advisory services;
2. cosmetic formulation support;
3. research and development support;
4. product concept development;
5. formulation troubleshooting;
6. product benchmarking;
7. ingredient review;
8. INCI and ingredient-list review;
9. label guidance;
10. claims support and claims architecture;
11. cosmetic regulatory support;
12. technical documentation support;
13. Product Information File support;
14. Safety Information File support;
15. GMP / ISO 22716 readiness support;
16. manufacturer or supplier alignment review;
17. product development governance support;
18. cosmetic technical training;
19. commercial product strategy;
20. packaging and compatibility advisory;
21. cost and margin advisory; and
22. any other service agreed in writing.
The precise scope of any service will be determined by the applicable quotation, invoice, proposal, written scope of work, service brief, project plan, or other written agreement issued or accepted by CLOWNHAUS®.
3. No Automatic Engagement
Submitting an enquiry, completing a contact form, sending an email, requesting information, attending an exploratory discussion, or communicating with CLOWNHAUS® does not automatically create a client relationship, service engagement, advisory obligation, confidentiality obligation, or duty to proceed.
A service engagement is created only when CLOWNHAUS® expressly accepts the engagement in writing, issues or accepts the applicable quotation, invoice, proposal, written scope of work, NDA, or other written agreement, and any required payment or onboarding requirement has been completed.
CLOWNHAUS® may decline any enquiry, consultation request, project request, or service engagement at its discretion, including where the request falls outside CLOWNHAUS® services, capacity, expertise, risk tolerance, ethical position, commercial position, legal position, or regulatory comfort.
4. NDA and Confidentiality Before Engagement
CLOWNHAUS® may require an NDA before reviewing confidential information, proprietary formulation information, product concepts, business strategy, supplier documents, manufacturer details, commercial documents, technical documents, client intellectual property, or other sensitive information.
The Client should not submit confidential, proprietary, commercially sensitive, or technically sensitive information to CLOWNHAUS® unless an NDA has been signed or CLOWNHAUS® has expressly agreed in writing to receive such information.
Where an NDA is signed, the NDA will apply together with these Terms. If there is a conflict between the NDA and these Terms, the document that provides the greater protection for confidential information will apply, unless expressly agreed otherwise in writing.
5. Advisory Nature of Services
CLOWNHAUS® provides cosmetic consulting, advisory, technical, documentation, formulation support, regulatory support, claims support, training, and related professional services.
Unless expressly agreed in writing, CLOWNHAUS® services are advisory in nature and do not constitute:
1. legal advice;
2. attorney services;
3. final regulatory approval;
4. toxicological safety assessment;
5. laboratory testing;
6. microbiological testing;
7. preservative efficacy testing;
8. stability testing;
9. packaging compatibility testing;
10. manufacturing approval;
11. GMP certification;
12. ISO certification;
13. product registration;
14. responsible person services;
15. medical advice;
16. pharmaceutical advice;
17. therapeutic product approval;
18. financial advice;
19. tax advice; or
20. a guarantee of commercial success.
The Client remains responsible for obtaining any specialist legal, regulatory, toxicological, laboratory, manufacturing, accounting, tax, financial, insurance, safety, clinical, or other professional input required for the Client’s product, business, market, claim, label, manufacturing process, or commercial decision.
6. No Guarantee of Outcome
CLOWNHAUS® does not guarantee:
1. regulatory approval;
2. product approval;
3. claim approval;
4. market acceptance;
5. consumer acceptance;
6. retailer acceptance;
7. manufacturer acceptance;
8. supplier acceptance;
9. laboratory approval;
10. formulation success;
11. product stability;
12. preservative efficacy;
13. microbiological compliance;
14. packaging compatibility;
15. manufacturing scalability;
16. cost target achievement;
17. launch success;
18. sales performance;
19. profitability;
20. investor acceptance; or
21. any specific business, technical, regulatory, commercial, or financial outcome.
Any opinions, recommendations, technical comments, regulatory observations, formulation suggestions, claims comments, documentation guidance, or strategic recommendations are based on information available to CLOWNHAUS® at the time and within the agreed scope.
7. Client Responsibility
The Client is responsible for:
1. providing complete, accurate, lawful, and current information;
2. providing documents, samples, briefs, labels, claims, formulations, supplier information, manufacturer information, and other materials required for the service;
3. identifying any legal, regulatory, technical, commercial, religious, ethical, market, manufacturing, supplier, or customer constraints relevant to the engagement;
4. reviewing all deliverables before use;
5. obtaining final legal, regulatory, toxicological, laboratory, manufacturing, safety, commercial, and professional approval where required;
6. ensuring that any product, claim, label, formulation, manufacturing process, packaging, document, or commercial decision is suitable for its intended market and use;
7. complying with all applicable laws, regulations, standards, contractual duties, and industry requirements;
8. ensuring that any client-supplied information, document, formulation, sample, or material may lawfully be disclosed to CLOWNHAUS®;
9. ensuring that instructions and approvals are given by an authorised representative; and
10. making final business decisions independently.
CLOWNHAUS® is entitled to rely on information, instructions, documents, samples, and representations provided by the Client.
8. Client-Supplied Information and Reliance
CLOWNHAUS® performs services based on the information, documents, samples, assumptions, and instructions provided by the Client and the agreed scope.
If the Client provides incomplete, inaccurate, outdated, misleading, unlawful, inconsistent, or insufficient information, any advice, analysis, document, formulation suggestion, technical recommendation, regulatory comment, claims comment, or deliverable may be affected.
CLOWNHAUS® is not responsible for any loss, delay, defect, non-compliance, failed outcome, misinterpretation, or commercial issue arising from incomplete, inaccurate, outdated, misleading, unlawful, inconsistent, or insufficient client-supplied information.
9. Scope of Work
The scope of each service engagement will be determined by the applicable written agreement, including any quotation, invoice, proposal, written scope of work, service brief, project plan, or written confirmation issued or accepted by CLOWNHAUS®.
Only work expressly included in the agreed scope is included.
Unless expressly included in writing, the following are excluded:
1. legal opinions;
2. final regulatory sign-off;
3. toxicological safety assessment;
4. laboratory testing;
5. stability testing;
6. preservative efficacy testing;
7. microbiological testing;
8. packaging compatibility testing;
9. manufacturing validation;
10. GMP or ISO certification;
11. final artwork approval;
12. final claim approval;
13. direct regulator submissions;
14. direct manufacturer management;
15. sourcing or purchasing on behalf of the Client;
16. consumer testing;
17. clinical testing;
18. market launch management;
19. product liability insurance;
20. accounting, tax, or financial advice; and
21. any work not expressly stated in the written scope.
10. Scope Changes and Additional Work
Any request that falls outside the agreed scope may be treated as additional work.
Additional work may include, but is not limited to:
1. additional meetings;
2. additional calls;
3. additional document review;
4. additional formulation review;
5. additional research;
6. additional supplier or manufacturer review;
7. additional claims review;
8. additional label review;
9. additional technical writing;
10. additional revisions;
11. additional strategic advice;
12. urgent work;
13. work caused by changed instructions;
14. work caused by incomplete client information; and
15. work requested after delivery of the agreed scope.
CLOWNHAUS® may charge additional fees for additional work. CLOWNHAUS® is not obliged to perform additional work unless the scope, fee, and timing are agreed in writing.
11. Fees and Payment
Fees will be set out in the applicable invoice, quotation, proposal, written scope of work, service brief, or other written agreement issued or accepted by CLOWNHAUS®.
Unless otherwise agreed in writing:
1. fees are payable by invoice with banking details;
2. work may not commence until required payment has been received;
3. CLOWNHAUS® may pause or withhold work where payment is outstanding;
4. all bank charges, payment reference errors, and payment delays caused by the Client are for the Client’s account;
5. fees are exclusive of VAT unless expressly stated otherwise; and
6. payment does not transfer any intellectual property rights except as expressly stated in writing.
CLOWNHAUS® is not currently VAT registered unless expressly stated otherwise on an invoice.
12. Consultation Fees, Cancellations and Rescheduling
Consultation fees are non-refundable once paid, except where a refund is required by applicable Law or expressly agreed by CLOWNHAUS® in writing.
A consultation may be rescheduled only if CLOWNHAUS® receives written notice at least 48 hours before the scheduled consultation time.
A cancellation received less than 48 hours before the scheduled consultation time may be treated as a late cancellation. In such a case, the consultation fee may be forfeited, and no refund will be due, except where required by applicable Law or expressly agreed in writing by CLOWNHAUS®.
Failure to attend a scheduled consultation, meeting, training session, or advisory session without at least 48 hours’ written notice may be treated as a no-show. A no-show may result in forfeiture of the applicable fee.
Further details are set out in the Refund, Cancellation and Rescheduling Policy.
13. Project Fees and Work Already Commenced
Project fees are governed by the applicable quotation, invoice, proposal, written scope of work, NDA, or other written agreement issued or accepted by CLOWNHAUS®.
Unless otherwise agreed in writing:
1. project fees are not automatically refundable once work has commenced;
2. fees paid for time, expertise, preparation, review, research, analysis, advisory work, technical work, formulation review, document drafting, meetings, or consultation are not refundable merely because the Client elects not to continue;
3. Client delays do not automatically entitle the Client to a refund;
4. dissatisfaction with a lawful advisory opinion, technical assessment, regulatory comment, recommendation, risk assessment, or professional conclusion does not automatically entitle the Client to a refund; and
5. CLOWNHAUS® may retain reasonable fees for work already performed, to the extent permitted by Law.
Nothing in these Terms excludes any right that cannot lawfully be excluded.
14. Service Timelines
Any service timeline is an estimate unless expressly stated in writing as binding.
Timelines may depend on:
1. receipt of payment;
2. signed documents;
3. signed NDA, where required;
4. complete client information;
5. receipt of samples;
6. receipt of technical documents;
7. client approvals;
8. client response times;
9. third-party availability;
10. laboratory, supplier, manufacturer, or consultant input;
11. complexity of the service;
12. regulatory complexity;
13. formulation complexity;
14. project changes;
15. courier or sample delays; and
16. events outside the reasonable control of CLOWNHAUS®.
CLOWNHAUS® is not responsible for delays caused by the Client, third parties, courier providers, incomplete information, changed instructions, unavailable documents, delayed approvals, or circumstances outside the reasonable control of CLOWNHAUS®.
15. Deliverables
The applicable written scope will determine deliverables.
Deliverables may include, where agreed:
1. consultation summaries;
2. advisory reports;
3. technical notes;
4. formulation-related recommendations;
5. theoretical formulation documents;
6. claims comments;
7. regulatory notes;
8. ingredient-list comments;
9. label-review notes;
10. documentation checklists;
11. GMP / ISO 22716 readiness comments;
12. training materials;
13. product development frameworks;
14. supplier or manufacturer review notes;
15. sample feedback; and
16. any other deliverable agreed in writing.
CLOWNHAUS® is not obliged to provide deliverables not expressly included in the written scope.
16. Formulation, R&D and Technical Work
Where CLOWNHAUS® provides formulation, research and development, troubleshooting, benchmarking, technical review, or related support, the Client acknowledges that cosmetic formulation and product development involve technical uncertainty.
Unless expressly agreed in writing, any formulation-related work, sample, recommendation, or technical comment is preliminary, advisory, developmental, or theoretical until appropriate testing, validation, documentation, manufacturing review, and regulatory review have been completed.
The Client remains responsible for ensuring that any cosmetic product is appropriately tested, validated, manufactured, labelled, substantiated, documented, and assessed before commercialisation.
17. Samples
Some service engagements may involve sending, receiving, reviewing, preparing, or assessing physical samples.
Samples may include:
1. R&D samples;
2. formulation samples;
3. benchmark products;
4. troubleshooting samples;
5. client-supplied products;
6. packaging samples;
7. manufacturer samples;
8. supplier samples;
9. comparative samples; and
10. any other sample agreed in writing.
These Terms govern samples, the Shipping, Electronic Delivery and Service-Related Samples Policy, and any applicable written agreement.
Unless expressly agreed in writing, samples prepared or supplied by CLOWNHAUS®:
1. are not retail products;
2. are not finished commercial goods;
3. are not supplied for resale;
4. are not supplied for public distribution;
5. are not supplied for marketing use;
6. are not supplied for consumer use;
7. are not final formulation approval;
8. are not safety approved;
9. are not regulatory approval;
10. are not stability approval;
11. are not preservative efficacy approval;
12. are not microbiological approval;
13. are not packaging compatibility approval; and
14. are not manufacturing approval.
The Client must not sell, distribute, relabel, repackage, market, publish claims about, or supply any CLOWNHAUS® sample to any third party unless CLOWNHAUS® has expressly agreed to this in writing.
18. Client-Supplied Samples
Where the Client sends samples to CLOWNHAUS®, the Client is responsible for ensuring that the samples are lawfully supplied, accurately described, appropriately packaged, and suitable for courier, receipt, review, handling, and storage.
The Client must not send hazardous, leaking, contaminated, unlawfully supplied, incorrectly declared, unstable, suspicious, prohibited, or unsafe samples to CLOWNHAUS®.
CLOWNHAUS® may refuse to accept, open, handle, review, store, return, or retain any sample that appears unsafe, leaking, contaminated, incorrectly declared, suspicious, outside scope, or unsuitable for handling.
Unless otherwise agreed in writing, the Client is responsible for courier costs, packaging, delivery tracking, and risk of loss or damage in transit when sending samples to CLOWNHAUS®.
19. Intellectual Property and Use of Deliverables
Unless otherwise agreed in writing, CLOWNHAUS® retains ownership of its pre-existing intellectual property, methodologies, know-how, frameworks, templates, training materials, systems, style, concepts, analytical structures, working methods, document structures, tools, and proprietary business intelligence.
Subject to full payment and the agreed scope, the Client may use the final deliverables supplied by CLOWNHAUS® for internal or other agreed business purposes for which they were prepared.
Unless expressly agreed in writing, the Client may not:
1. resell CLOWNHAUS® deliverables;
2. distribute CLOWNHAUS® deliverables to third parties;
3. publish CLOWNHAUS® deliverables;
4. remove CLOWNHAUS® branding or authorship where present;
5. convert CLOWNHAUS® deliverables into templates for third-party use;
6. use CLOWNHAUS® materials to train third parties;
7. copy CLOWNHAUS® methodologies, frameworks, or document structures for commercial resale; or
8. represent CLOWNHAUS® deliverables as final regulatory, legal, toxicological, laboratory, manufacturing, or certification approval.
Where the Client provides pre-existing intellectual property to CLOWNHAUS®, ownership of that pre-existing intellectual property remains with the Client, subject to any rights granted to CLOWNHAUS® to perform the services.
20. Confidentiality
Each party must take reasonable steps to protect confidential information received from the other party.
Confidential information may include:
1. formulations;
2. product concepts;
3. ingredient strategies;
4. supplier information;
5. manufacturer information;
6. claims strategy;
7. pricing information;
8. business strategy;
9. technical documents;
10. unpublished brand information;
11. client project information;
12. commercial documents;
13. personal information; and
14. any information identified as confidential or reasonably understood to be confidential.
An NDA may further govern confidentiality obligations. Where an NDA applies, the NDA must be read together with these Terms.
CLOWNHAUS® may disclose confidential information only where necessary for the agreed service, where authorised by the Client, where required by Law, where required to enforce legal rights, or where disclosure is made to professional advisors or approved third parties subject to appropriate confidentiality controls.
21. Third-Party Access and External Service Providers
CLOWNHAUS® may work with or refer to third-party laboratories, manufacturers, suppliers, consultants, technical experts, regulatory specialists, legal advisors, accountants, insurers, IT providers, email providers, cloud storage providers, couriers, or other service providers where relevant.
Client information will be shared with third parties only where lawful, necessary, proportionate, and appropriate, and where client approval is required, subject to client approval.
CLOWNHAUS® is not responsible for the independent acts, omissions, advice, testing, delays, pricing, deliverables, failures, or decisions of third-party service providers unless expressly agreed in writing.
22. Privacy and Personal Information
CLOWNHAUS® processes personal information in accordance with its Privacy Policy.
The Client must ensure that any personal information supplied to CLOWNHAUS® is lawfully collected, lawfully shared, accurate, necessary, and relevant to the agreed service.
The Client must not provide unnecessary special personal information, health information, children’s information, or third-party personal information unless this is lawful, necessary, and expressly agreed in writing.
23. Records and Retention
CLOWNHAUS® may retain records relating to enquiries, consultations, invoices, payments, deliverables, project correspondence, samples, technical documents, client instructions, approvals, and disputes for lawful business, accounting, tax, regulatory, evidentiary, contractual, and defensibility purposes.
CLOWNHAUS® is not obliged to retain every working note, draft, sample, intermediate file, calculation, communication, or supporting document indefinitely.
CLOWNHAUS® may delete, archive, restrict, return, or dispose of records and samples where reasonable, lawful, and consistent with its internal practices, the Privacy Policy, and any applicable written agreement.
24. Client Approval and Final Responsibility
The Client is responsible for reviewing and approving all final decisions relating to its product, business, label, claim, formulation, packaging, manufacturer, supplier, market, launch, documentation, and commercial strategy.
No silence, comment, omission, recommendation, draft, formulation note, label comment, claims comment, technical note, or advisory statement from CLOWNHAUS® should be treated as final approval unless expressly stated in writing and included within the agreed scope.
25. Limitation of Liability
To the maximum extent permitted by applicable Law, CLOWNHAUS® will not be liable for any indirect, incidental, special, punitive, exemplary, consequential, commercial, reputational, regulatory, manufacturing, production, launch, recall, sales, profit, opportunity, data, goodwill, or business loss arising from or relating to the services, website, deliverables, samples, client decisions, third-party providers, or reliance on advisory output.
To the maximum extent permitted by applicable Law, the total liability of CLOWNHAUS® arising from or relating to a specific paid service engagement will be limited to the fees actually paid by the Client to CLOWNHAUS® for that specific service engagement giving rise to the claim.
Nothing in these Terms is intended to exclude liability that cannot lawfully be excluded under applicable Law.
26. Indemnity
The Client indemnifies CLOWNHAUS® against claims, losses, damages, liabilities, costs, expenses, proceedings, complaints, penalties, or demands arising from:
1. inaccurate, incomplete, misleading, unlawful, or insufficient client-supplied information;
2. unauthorised disclosure of third-party information by the Client;
3. unlawful use of CLOWNHAUS® deliverables;
4. use of deliverables outside the agreed scope;
5. sale, distribution, marketing, or manufacture of products by the Client;
6. product claims made by the Client;
7. product defects, safety issues, adverse events, recalls, or consumer complaints relating to the Client’s products;
8. decisions made by the Client or its manufacturers, suppliers, retailers, laboratories, service providers, or advisors;
9. breach of these Terms by the Client;
10. breach of an NDA, invoice, proposal, written scope, or other written agreement by the Client; and
11. any unlawful, negligent, reckless, or unauthorised act or omission by the Client.
This indemnity applies to the extent permitted by applicable Law.
27. No Employment, Partnership or Agency
Nothing in these Terms creates an employment relationship, partnership, joint venture, franchise, agency, representative relationship, or fiduciary relationship between CLOWNHAUS® and the Client.
CLOWNHAUS® acts as an independent service provider unless expressly agreed otherwise in writing.
The Client may not represent that CLOWNHAUS® is the Client’s employee, manufacturer, legal representative, regulatory representative, responsible person, safety assessor, laboratory, certifying body, or authorised agent unless expressly agreed in writing.
28. Suspension or Termination of Services
CLOWNHAUS® may suspend, pause, refuse, or terminate services where:
1. payment is outstanding;
2. required information has not been provided;
3. the Client fails to cooperate;
4. the Client changes scope without agreement;
5. the Client breaches these Terms or another written agreement;
6. the Client requests unlawful, misleading, unsafe, unethical, or inappropriate work;
7. a conflict of interest arises;
8. CLOWNHAUS® is unable to continue due to capacity, legal, regulatory, ethical, safety, technical, or commercial reasons;
9. the relationship becomes impracticable or unreasonable to continue; or
10. continuing the service would create unacceptable risk.
Where services are suspended or terminated, CLOWNHAUS® may retain reasonable fees for work already performed, to the extent permitted by Law.
29. Statutory Rights
Nothing in these Terms is intended to exclude, restrict, or limit any consumer rights, statutory cooling-off rights, refund rights, cancellation rights, access rights, privacy rights, or other rights that cannot lawfully be excluded under applicable South African Law.
Where a statutory right applies, CLOWNHAUS® will consider the matter in accordance with applicable Law, the nature of the service, the nature of the transaction, whether work has commenced, whether work has been performed, and any applicable written agreement.
30. Governing Law
The laws of the Republic of South Africa govern these Terms.
Unless otherwise agreed in writing, the parties submit to the jurisdiction of the competent courts of South Africa for disputes arising from or relating to these Terms, any service engagement, or any related written agreement.
31. Changes to these Terms
CLOWNHAUS® may update these Terms from time to time to reflect changes in Law, business operations, service offerings, risk controls, website policies, Shopify functionality, or internal compliance requirements.
The updated version will be published on the website with an updated effective date.
For a specific paid engagement, the version of these Terms applicable at the time of acceptance, payment, or written engagement will apply, unless the parties agree otherwise in writing or the updated Terms are expressly incorporated into the engagement.
32. Contact
For questions about these Service Terms / Terms of Engagement, contact:
CLOWNHAUS (PTY) LTD
Trading as CLOWNHAUS®
Company registration number: 2020/479322/07 / K2020479322
Email: info@clownhaus.com