DermLens® Terms and Conditions of Sale

1. Definitions and Interpretation

1.1 Definitions

In these Terms, unless the context otherwise requires, the following expressions shall have the meanings set out below:

• Business Day means a day other than a Saturday, Sunday or public holiday in England on which banks in London are open for normal business.
• Business Customer means any purchaser acting wholly or mainly for the purposes of its trade, business, profession or occupation.
• Consumer means an individual acting for purposes wholly or mainly outside that individual's trade, business, profession or occupation within the meaning of the Consumer Rights Act 2015.
• Contract means the legally binding agreement between DERMACODE Ltd and the Customer for the sale and purchase of Products in accordance with these Terms.
• Customer means the individual, company, partnership or other legal entity purchasing Products from DERMACODE Ltd through the Website.
• Delivery means completion of delivery of the Products in accordance with these Terms.
• Delivery Address means the address specified by the Customer when placing an Order.
• Force Majeure Event means any event beyond the reasonable control of DERMACODE Ltd including, without limitation, acts of God, flood, fire, epidemic, pandemic, war, terrorism, civil unrest, industrial dispute, interruption of telecommunications, cyber attack, governmental action, shortages of materials or any other circumstance beyond our reasonable control.
• Order means an order placed by the Customer for the purchase of one or more Products through the Website or by any other method accepted by DERMACODE Ltd.
• Products means any DermLens® product, accessory, replacement part, component, consumable, promotional item or other goods supplied by DERMACODE Ltd.
• Website means the official DermLens® website operated by DERMACODE Ltd.
• Warranty Policy means the DermLens® Warranty Policy published by DERMACODE Ltd and amended from time to time.
• Working Day shall have the same meaning as Business Day.

1.2 Interpretation

Unless the context otherwise requires:

• (a) references to legislation shall include any amendment, re-enactment or replacement of that legislation from time to time;
• (b) words importing the singular shall include the plural and vice versa;
• (c) references to a person shall include an individual, company, partnership, limited liability partnership, corporation, public authority or other legal entity;
• (d) headings are included for convenience only and shall not affect the interpretation of these Terms;
• (e) references to "including", "includes" or similar expressions shall be construed as meaning "including without limitation"; and
• (f) any obligation not to do an act shall include an obligation not to permit or procure that act to be done.

2. About DERMACODE Ltd

These Terms govern the sale of DermLens® products by DERMACODE Ltd ("DERMACODE", "DermLens", "we", "our" or "us"), a company incorporated and registered in England and Wales.

Our registered office is situated at:

52 Thor Drive Bedford MK41 0WP United Kingdom Email: contact@dermlens.net

DERMACODE Ltd is the owner of the DermLens® brand together with the associated intellectual property, product designs, trade marks and related proprietary rights.

References within these Terms to "DERMACODE Ltd" shall include its successors, permitted assigns and authorised representatives where the context so permits.

3. Scope of these Terms

These Terms govern every Contract entered into between DERMACODE Ltd and the Customer for the purchase of Products through the Website.

By placing an Order, the Customer confirms that they have read, understood and agree to be legally bound by these Terms together with the Website Terms of Use, Privacy Notice, Cookie Policy, Warranty Policy, Returns and Refund Policy and Shipping and Delivery Policy, each as amended from time to time.

In the event of any inconsistency between these Terms and any other policy published on the Website, these Terms shall prevail in relation to the sale and supply of Products unless expressly stated otherwise.

These Terms apply to both Consumers and Business Customers. Certain statutory rights apply only to Consumers and nothing contained within these Terms shall exclude, restrict or limit any statutory rights which cannot lawfully be excluded or limited.

No variation to these Terms shall be binding unless expressly agreed in writing by an authorised representative of DERMACODE Ltd.

Any terms or conditions proposed by a Customer, including any purchase conditions, procurement terms or standard business terms, shall have no effect unless expressly accepted by DERMACODE Ltd in writing.

4. Eligibility to Purchase

By placing an Order through the Website, the Customer warrants and represents that:

• (a) they have the legal capacity and authority to enter into a binding contract;
• (b) all information supplied in connection with the Order is complete, accurate and not misleading;
• (c) they are authorised to use the payment method submitted with the Order;
• (d) they will comply with all applicable laws relating to the purchase, importation, possession and use of the Products; and
• (e) where purchasing on behalf of a company, partnership or other organisation, they have full authority to bind that organisation to these Terms.

DERMACODE Ltd reserves the right to refuse or cancel any Order where we reasonably believe that these requirements have not been satisfied or where acceptance of the Order would expose DERMACODE Ltd to legal, regulatory, financial or reputational risk.

Certain Products may be intended exclusively for appropriately trained healthcare professionals. Nothing contained within these Terms shall oblige DERMACODE Ltd to supply Products where we reasonably believe that the proposed use would be unlawful, unsafe or inconsistent with the intended purpose of the Product.

5. Products

DERMACODE Ltd manufactures and supplies DermLens® products and associated accessories designed principally for use by healthcare professionals in accordance with their intended purpose.

All Products remain subject to ongoing product development, quality improvement and regulatory compliance. DERMACODE Ltd reserves the right, at any time and without prior notice, to modify, improve, replace or discontinue any Product where reasonably necessary for technical, commercial, manufacturing, safety or regulatory reasons.

The availability of Products displayed on the Website does not constitute a guarantee that such Products are in stock or will remain available for purchase.

Accessories, promotional items, complimentary goods and optional components illustrated within photographs or marketing materials are included only where expressly stated within the relevant Product description.

Nothing contained within the Website shall constitute a representation that any Product is suitable for every intended application or user. Customers remain responsible for determining whether a Product is appropriate for their own intended use.

6. Product Descriptions and Specifications

DERMACODE Ltd uses reasonable care to ensure that Product descriptions, technical specifications, dimensions, weights, colours, photographs, illustrations, compatibility information and other Product-related information published on the Website are accurate at the time of publication.

However, all such information is provided for general guidance only and shall not constitute a contractual warranty or representation unless expressly incorporated into the Contract.

Minor variations in colour, finish, packaging, markings, supplied accessories, dimensions or appearance may occur as a consequence of manufacturing processes, product improvements, photography, screen resolution or other factors and shall not constitute a defect.

Statements regarding compatibility with smartphones, operating systems or third-party accessories are based upon information available at the time of publication. As third-party manufacturers may alter their hardware or software without notice, DERMACODE Ltd cannot guarantee continuing compatibility with every device or future software version.

DERMACODE Ltd reserves the right, without liability, to amend Product specifications, technical characteristics, packaging or supplied accessories where reasonably necessary to improve Product quality, comply with regulatory requirements, address manufacturing changes or otherwise further the legitimate interests of DERMACODE Ltd, provided that such changes do not materially reduce the intended functionality of the Product.

7. Orders

An Order submitted by the Customer, whether through the Website or by any other method accepted by DERMACODE Ltd, shall constitute an offer by the Customer to purchase the Products in accordance with these Terms.

The Customer is responsible for ensuring that all information submitted as part of an Order, including delivery details, billing information, quantities, product selections and contact information, is complete, accurate and up to date. DERMACODE Ltd shall not be liable for any delay, loss, additional cost or other consequence arising from inaccurate or incomplete information supplied by the Customer.

Submission of an Order does not guarantee product availability nor constitute acceptance of that Order by DERMACODE Ltd.

DERMACODE Ltd reserves the right to refuse, reject, limit or cancel any Order, in whole or in part, where we reasonably consider it necessary, including where:

• (a) a Product is unavailable or has been discontinued;
• (b) an obvious pricing or description error has occurred;
• (c) payment cannot be authorised or has been declined;
• (d) fraudulent, unlawful or suspicious activity is reasonably suspected;
• (e) export restrictions, sanctions or other legal or regulatory requirements prevent the sale;
• (f) the Order appears to have been placed for resale contrary to our authorised distribution arrangements; or
• (g) acceptance of the Order would otherwise expose DERMACODE Ltd to legal, regulatory, operational or commercial risk.

Where DERMACODE Ltd cancels an Order after payment has been received, any monies paid in respect of the cancelled Products shall be refunded in accordance with the Customer's original method of payment unless otherwise agreed.

DERMACODE Ltd reserves the right to limit the quantity of Products supplied to any Customer where this is reasonably necessary to protect stock availability, prevent unauthorised resale, manage promotional offers or maintain fair distribution of Products.

8. Acceptance of Orders

No Contract shall come into existence until DERMACODE Ltd has expressly accepted the Customer's Order.

Acceptance shall ordinarily occur when DERMACODE Ltd issues a written Order Confirmation by email or, where earlier, dispatches the relevant Products to the Customer.

An automated acknowledgement confirming receipt of an Order shall be issued for administrative purposes only and shall not constitute acceptance of the Order or create a legally binding Contract.

DERMACODE Ltd reserves the right to verify any information provided by the Customer before accepting an Order, including identity, payment details, delivery address, eligibility to purchase, proof of professional status or any other information reasonably required for fraud prevention, regulatory compliance or customer verification.

Following acceptance of an Order, DERMACODE Ltd may contact the Customer where clarification is reasonably required regarding the Order or its fulfilment.

9. Prices

All prices displayed on the Website are shown in Pounds Sterling (£) unless expressly stated otherwise.

Unless otherwise indicated, prices include Value Added Tax (VAT) at the applicable rate where required by law. Where VAT is not included, this shall be clearly identified prior to completion of the Order.

Whilst DERMACODE Ltd uses reasonable care to ensure that pricing information published on the Website is accurate, errors may occasionally occur. Where an obvious pricing error is identified before acceptance of an Order, DERMACODE Ltd reserves the right to reject or cancel the affected Order and shall notify the Customer accordingly.

Prices may be amended at any time without prior notice. However, any change in price shall not affect an Order which has already been accepted by DERMACODE Ltd.

Unless expressly stated otherwise, the purchase price relates solely to the Products described and does not include optional accessories, installation, training, maintenance services, customs duties, import taxes or any other charges which may become payable in connection with the purchase.

Promotional offers, discounts, voucher codes or other pricing incentives shall apply only in accordance with their published terms and may be withdrawn or amended at any time prior to acceptance of an Order.

10. Payment

Payment for all Orders shall be made using one of the payment methods made available through the Website unless otherwise agreed in writing by DERMACODE Ltd.

Payment shall be authorised and received in full before Products are dispatched unless alternative payment arrangements have been expressly agreed.

Where payment is processed through an independent payment service provider, the Customer acknowledges that such provider's own terms and privacy policies shall also apply. DERMACODE Ltd does not store complete payment card details and shall not be responsible for the operation or security of third-party payment systems.

If payment cannot be authorised, is declined or is subsequently reversed, DERMACODE Ltd reserves the right to suspend processing of the Order, withhold dispatch of the Products or cancel the Order without liability.

Where payment becomes overdue under any separately agreed commercial arrangement, DERMACODE Ltd reserves the right to charge interest on overdue sums at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 together with any reasonable costs incurred in recovering the outstanding amount.

Title to the Products shall not pass to the Customer until DERMACODE Ltd has received payment in full in cleared funds.

11. Taxes

The Customer shall be responsible for the payment of all applicable taxes, duties, customs charges, import levies, governmental fees and similar charges arising in connection with the purchase, importation or use of the Products, except where such charges are expressly stated to be included within the purchase price.

For deliveries outside the United Kingdom, the Customer shall be solely responsible for complying with all applicable customs procedures, import requirements and local tax obligations within the destination country.

DERMACODE Ltd shall not be responsible for delays, additional costs or non-delivery arising from customs inspections, import restrictions, unpaid duties or other governmental requirements applicable within the destination jurisdiction.

Where DERMACODE Ltd is legally required to collect or account for taxes on behalf of any governmental authority, such amounts shall be payable by the Customer in addition to the purchase price where applicable.

12. Delivery

Delivery shall be made to the Delivery Address specified by the Customer when placing the Order.

Estimated dispatch and delivery times published on the Website are provided for guidance only and do not constitute contractual guarantees. Whilst DERMACODE Ltd shall use reasonable endeavours to dispatch Products within the estimated timescales, time shall not be of the essence in relation to delivery unless expressly agreed in writing.

Delivery may be carried out by DERMACODE Ltd or by an independent courier or logistics provider selected by us.

The Customer shall ensure that appropriate arrangements have been made to accept delivery of the Products. Where delivery cannot be completed because the Customer is unavailable or has provided inaccurate delivery information, DERMACODE Ltd may charge the Customer any reasonable additional costs incurred in arranging further delivery attempts or storage.

Risk in the Products shall pass to the Customer upon completion of delivery in accordance with Section 13 of these Terms. Title to the Products shall pass only in accordance with Section 13.

DERMACODE Ltd shall not be liable for any delay in delivery arising from circumstances beyond our reasonable control, including acts of God, adverse weather conditions, industrial action, shortages of materials, transportation delays, customs inspections, governmental restrictions, cyber incidents or any other Force Majeure Event.

Where delivery is delayed for reasons beyond the reasonable control of DERMACODE Ltd, we shall use reasonable endeavours to keep the Customer informed and to arrange delivery as soon as reasonably practicable. Such delay shall not entitle the Customer to terminate the Contract or claim compensation except where required by applicable law.

13. Title and Risk

Risk in the Products shall pass to the Customer upon completion of Delivery.

For the purposes of these Terms, Delivery shall be deemed to occur when the Products are delivered to the Delivery Address specified by the Customer or, where applicable, when the Products are made available for collection by the Customer or their authorised representative.

Legal and beneficial title to the Products shall not pass to the Customer until DERMACODE Ltd has received payment in full, in cleared funds, for the relevant Products together with any other sums due under the Contract.

Until title passes to the Customer, the Customer shall hold the Products as bailee for DERMACODE Ltd and shall store them separately, securely and in a manner which clearly identifies them as the property of DERMACODE Ltd where applicable.

Nothing contained within this clause shall prejudice any statutory rights available to Consumers under applicable law.

14. Inspection and Acceptance

The Customer shall inspect the Products as soon as reasonably practicable following Delivery.

The Customer should notify DERMACODE Ltd without undue delay if the Products are damaged in transit, incomplete, incorrectly supplied or otherwise fail to correspond with the accepted Order.

Business Customers shall notify DERMACODE Ltd in writing of any apparent shortage, transit damage or non-conformity within five (5) Business Days following Delivery or, where the defect could not reasonably have been discovered upon inspection, within five (5) Business Days of discovery.

Failure by a Business Customer to notify DERMACODE Ltd within the above timescales shall not prevent a claim where the Customer can demonstrate that the defect could not reasonably have been identified earlier.

Nothing contained within this clause shall restrict, exclude or limit the statutory rights of Consumers under the Consumer Rights Act 2015 or any other applicable legislation.

The Customer shall not reject the Products solely on the basis of minor cosmetic differences, packaging updates, manufacturing tolerances or other immaterial variations which do not materially affect the quality, intended purpose or functionality of the Products.

15. Consumer Cancellation Rights

Where the Customer is a Consumer purchasing Products through the Website, the Customer may have the right to cancel the Contract under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

Subject to the applicable Regulations, the Consumer may cancel the Contract within fourteen (14) days beginning on the day after the Consumer, or a person nominated by the Consumer, receives physical possession of the Products.

To exercise the right to cancel, the Consumer must clearly notify DERMACODE Ltd of the decision to cancel before expiry of the cancellation period.

Where the right to cancel has been validly exercised, the Consumer shall return the Products in accordance with the Returns and Refund Policy.

The statutory right to cancel shall not apply where an exemption contained within the Consumer Contracts Regulations applies, including, without limitation, Products which have been customised or personalised to the Consumer's specification or other Products excluded by law.

Nothing contained within these Terms shall affect any statutory cancellation rights available under applicable consumer protection legislation.

16. Returns

Returns shall be administered in accordance with the DermLens® Returns and Refund Policy, which forms part of the contractual documentation governing the sale of Products.

Except where Products are faulty, incorrectly supplied or where the Customer is exercising a statutory right of cancellation, Products may only be returned with the prior authorisation of DERMACODE Ltd.

Returned Products shall be securely packaged and returned in substantially the same condition in which they were supplied, together with all original accessories, documentation, packaging and protective materials where reasonably possible.

DERMACODE Ltd reserves the right to refuse acceptance of Products which have been damaged, modified, improperly used, incompletely returned or otherwise returned in a condition inconsistent with reasonable handling by the Customer, save where such condition results solely from inspection reasonably necessary to establish the nature, characteristics or functionality of the Products.

The Customer shall remain responsible for the Products until they have been received by DERMACODE Ltd or our authorised returns agent.

Nothing contained within this clause shall prejudice any statutory rights available to Consumers.

17. Refunds

Where the Customer is entitled to receive a refund under these Terms, the Warranty Policy, the Returns and Refund Policy or applicable law, DERMACODE Ltd shall process the refund within a reasonable period and, where required by law, within the statutory timescales applicable to Consumers.

Refunds shall ordinarily be made using the same payment method used for the original purchase unless an alternative method is agreed with the Customer.

DERMACODE Ltd reserves the right to withhold any refund until the returned Products have been received or until satisfactory evidence has been provided demonstrating that the Products have been returned, whichever occurs first, where permitted by applicable law.

Where a deduction from a refund is permitted under applicable legislation due to handling of the Products beyond that reasonably necessary to establish their nature, characteristics or functionality, DERMACODE Ltd reserves the right to make such deduction as is reasonable and proportionate.

Nothing contained within this clause shall limit any statutory rights available to Consumers.

18. Warranty

All DermLens® Products are supplied with the benefit of the DermLens® Warranty Policy in force at the date of purchase.

Unless otherwise stated within the applicable Warranty Policy, DermLens® Products benefit from a standard manufacturer's warranty of twelve (12) months commencing on the date of Delivery.

Where the Customer registers an eligible DermLens® Product through the official Device Registration Portal within twenty-eight (28) days of Delivery, the warranty period may be extended to twenty-four (24) months in accordance with the applicable Warranty Policy.

The Warranty Policy forms a separate contractual document and sets out in full the scope of warranty cover, eligibility requirements, exclusions, claim procedures, remedies and limitations applicable to warranty claims.

Nothing contained within these Terms shall extend, modify or replace the Warranty Policy except where expressly stated in writing by DERMACODE Ltd.

The warranty provided by DERMACODE Ltd is additional to, and does not affect, any statutory rights available to Consumers under applicable law.

19. Product Defects

DERMACODE Ltd warrants that, upon Delivery and for the duration of the applicable warranty period, the Products shall substantially conform to their published specifications and be free from material defects in materials and workmanship, subject to the terms, conditions and exclusions contained within the Warranty Policy.

Where the Customer reasonably believes that a Product is defective, the Customer shall notify DERMACODE Ltd as soon as reasonably practicable and provide such information, photographs, proof of purchase or other supporting evidence as DERMACODE Ltd may reasonably require to investigate the claim.

DERMACODE Ltd reserves the right to inspect, test, repair, replace or otherwise examine any Product returned under a warranty claim before determining whether the Product is defective and the appropriate remedy to be provided.

A Product shall not be regarded as defective solely because it has become damaged as a result of accident, misuse, abuse, neglect, unauthorised modification, improper storage, improper maintenance, use contrary to the Instructions for Use, fair wear and tear, accidental damage or any other circumstance excluded by the Warranty Policy.

Where DERMACODE Ltd accepts that a Product is defective and covered by the Warranty Policy, our liability shall be limited, at our option, to repairing the Product, replacing the Product with the same or an equivalent model or refunding the purchase price, subject always to the Customer's statutory rights.

20. Limitation of Liability

Nothing contained within these Terms shall exclude or limit the liability of DERMACODE Ltd for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of statutory rights which cannot lawfully be excluded or limited or any other liability which cannot lawfully be excluded under the laws of England and Wales.

Subject to the foregoing, DERMACODE Ltd's total aggregate liability arising out of or in connection with the Contract, whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, shall not exceed the purchase price actually paid by the Customer for the relevant Product giving rise to the claim.

To the fullest extent permitted by law, DERMACODE Ltd shall not be liable for any indirect, consequential or incidental loss or damage including, without limitation, loss of profit, loss of revenue, loss of business, loss of contracts, loss of anticipated savings, loss of goodwill, loss of reputation, business interruption, loss of opportunity or loss of data.

DERMACODE Ltd shall not be liable for any loss arising from the improper use of the Products, use contrary to the Instructions for Use, use by untrained persons, unauthorised modification or repair, failure to maintain the Products appropriately, use with incompatible third-party accessories or any failure by the Customer to follow applicable regulatory, safety or clinical guidance.

DermLens® Products are intended to assist appropriately trained healthcare professionals and are not designed to replace professional clinical judgement, comprehensive patient assessment or established standards of medical practice. DERMACODE Ltd accepts no responsibility for clinical decisions, diagnoses, treatment decisions or patient outcomes arising from the use of the Products.

Nothing contained within this clause shall restrict or exclude any statutory rights available to Consumers under applicable consumer protection legislation.

21. Intellectual Property

All intellectual property rights subsisting in or relating to the Products, together with all associated documentation, packaging, software, firmware, product designs, product configurations, technical specifications, user manuals, Instructions for Use, photographs, illustrations, videos, marketing materials, product renders, trade marks, logos, branding, domain names, website content and other proprietary materials supplied by or on behalf of DERMACODE Ltd shall remain the exclusive property of DERMACODE Ltd or its licensors.

The sale of any Product shall not operate as an assignment, transfer or licence of any intellectual property rights except to the limited extent necessary for the Customer to use the Product for its intended purpose.

The Customer shall not copy, reproduce, modify, adapt, reverse engineer, decompile, disassemble, translate, create derivative works from or otherwise exploit any intellectual property belonging to DERMACODE Ltd except where expressly permitted by applicable law or with the prior written consent of DERMACODE Ltd.

The Customer shall not remove, obscure or alter any trade mark, copyright notice, serial number, product identifier or proprietary marking appearing on any Product or associated documentation.

Any goodwill arising through the Customer's use of the DermLens® name, branding or other intellectual property shall accrue solely to DERMACODE Ltd.

22. Export Compliance

The Customer shall be solely responsible for ensuring compliance with all applicable export control laws, import regulations, customs requirements, sanctions regimes and other legal requirements relating to the export, import, resale or use of the Products.

The Customer warrants that the Products shall not be exported, re-exported, transferred, supplied or otherwise made available in breach of any applicable sanctions, embargoes, export controls or trade restrictions imposed by the United Kingdom or any other competent governmental authority.

DERMACODE Ltd reserves the right to refuse, suspend or cancel any Order where we reasonably believe that fulfilment would contravene any applicable export control legislation, sanctions regime or other legal or regulatory requirement.

The Customer shall indemnify DERMACODE Ltd against any liability arising from the Customer's failure to comply with this clause.

23. Force Majeure

DERMACODE Ltd shall not be liable for any failure or delay in performing any obligation under the Contract where such failure or delay results from a Force Majeure Event.

For the purposes of these Terms, a Force Majeure Event includes, without limitation, acts of God, flood, fire, epidemic, pandemic, war, terrorism, civil unrest, industrial dispute, interruption of utilities, interruption of telecommunications, failure of internet services, cyber attack, malicious software, governmental action, changes in applicable law, shortages of labour or materials, transportation disruption or any other circumstance beyond the reasonable control of DERMACODE Ltd.

Where a Force Majeure Event occurs, DERMACODE Ltd shall use reasonable endeavours to minimise its effects and resume performance as soon as reasonably practicable.

Where the Force Majeure Event continues for a prolonged period rendering performance impracticable, DERMACODE Ltd may terminate the affected Contract without liability other than the obligation to refund any sums properly due in accordance with applicable law.

24. Events Beyond Our Control

Without prejudice to the Force Majeure provisions contained within these Terms, DERMACODE Ltd shall not be responsible for delays or failures arising from circumstances beyond its reasonable control which affect the manufacture, procurement, transportation, storage, importation, exportation or delivery of the Products.

Such circumstances may include delays affecting suppliers, manufacturers, distributors, carriers, customs authorities, payment providers, cloud service providers, website hosting providers or other third parties upon whom DERMACODE Ltd reasonably relies in the ordinary course of business.

Any estimated delivery dates or performance times shall automatically be extended for the duration of any such event together with such additional period as is reasonably necessary to resume normal operations.

Nothing contained within this clause shall affect any statutory rights available to Consumers.

25. Notices

Any notice required or permitted to be given under these Terms shall be in writing.

A notice may be delivered personally, sent by pre-paid first-class post, recognised courier service or email using the contact details last notified by the receiving party.

A notice shall be deemed to have been received:

• (a) if delivered personally, upon delivery;
• (b) if sent by first-class post within the United Kingdom, on the second Business Day following posting;
• (c) if sent by recognised courier service, upon confirmation of delivery; or
• (d) if sent by email, at 9.00 a.m. on the next Business Day following transmission, provided that no automated delivery failure notification has been received.

This clause shall not apply to the service of legal proceedings or any document in connection with legal proceedings.

26. Entire Agreement

These Terms, together with the Website Terms of Use, Privacy Notice, Cookie Policy, Warranty Policy, Returns and Refund Policy, Shipping and Delivery Policy and any Order Confirmation issued by DERMACODE Ltd, constitute the entire agreement between the parties relating to the sale and purchase of the Products.

The Customer acknowledges that, in entering into the Contract, it has not relied upon any representation, statement, warranty or undertaking except as expressly set out within the Contract.

Nothing contained within this clause shall exclude or limit liability for fraud or fraudulent misrepresentation.

27. Severance

If any provision of these Terms is held by any court or competent authority to be unlawful, invalid or unenforceable, that provision shall, to the extent necessary, be deemed severed from these Terms and shall not affect the validity or enforceability of the remaining provisions.

Where any invalid or unenforceable provision could lawfully be modified so as to give effect to its original commercial intention, that provision shall be interpreted and applied with such modification as is necessary to render it valid and enforceable.

The remaining provisions shall continue in full force and effect.

28. Waiver

No failure or delay by DERMACODE Ltd in exercising any right, remedy or power under these Terms shall constitute a waiver of that right, remedy or power.

No waiver shall be effective unless made expressly in writing by an authorised representative of DERMACODE Ltd.

A waiver of any breach shall not constitute a waiver of any subsequent breach or of any other provision of these Terms.

The rights and remedies of DERMACODE Ltd under these Terms are cumulative and are in addition to any rights or remedies available at law.

29. Third Party Rights

A person who is not a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms.

Nothing contained within this clause shall affect any right or remedy of a third party existing independently of that Act.

The parties may amend, vary, replace or terminate the Contract without obtaining the consent of any third party.

30. Governing Law and Jurisdiction

These Terms, together with any Contract entered into pursuant to them, and any dispute, controversy or claim arising out of or in connection with them, their subject matter or formation, including any non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising out of or in connection with these Terms or any Contract entered into pursuant to them.

Nothing contained within this clause shall prevent DERMACODE Ltd from seeking interim, injunctive or other equitable relief in any court of competent jurisdiction for the protection of its confidential information, intellectual property rights or other proprietary interests.

31. Contact Details

Any questions relating to these Terms or the purchase of DermLens® Products should be directed to:

DERMACODE Ltd 52 Thor Drive Bedford MK41 0WP United Kingdom Email: contact@dermlens.net

DERMACODE Ltd welcomes enquiries regarding its Products and these Terms. However, no statement, representation or correspondence made by DERMACODE Ltd shall amend or vary these Terms unless expressly confirmed in writing by an authorised representative of DERMACODE Ltd.

Version: 1.0 Last Updated: July 2026