Working With Tyr Formulations
This document states what both parties agree to when development (also known as ‘Product Formulation’) of new products take place to allow the product development process to progress smoothly with the best possible outcomes for both parties. Please read these terms carefully as payment of associated invoices and/or signing of this document assumes agreement of these good faith terms.
1. DEFINITIONS
“Client” means the individual, company or organisation commissioning formulation services from Tyr Formulations Ltd.
“Project” means the product development work commissioned by the Client.
“Formula” means the cosmetic or personal care formulation developed by Tyr Formulations.
“Technical Documentation” means all final documentation supplied by Tyr Formulations including formula composition, manufacturing method, specifications and associated technical information.
“Exploratory Project” means a project involving novel, theoretical, highly innovative or otherwise technically uncertain development work where limited market precedent exists.
2. NATURE OF SERVICES
2.1 Tyr Formulations is a cosmetic and personal care product formulation house.
2.2 Tyr Formulations develops and supplies:
• Product formulations
• Development samples
• Technical documentation
• Manufacturing guidance
2.3 Tyr Formulations does not generally provide:
• Cosmetic manufacturing
• Product filling
• Packaging production
• Packaging sourcing
• Label design
• Claims substantiation
• Responsible Person services
• CPSR generation
• Cosmetic testing
• CPNP submissions
• SCPN submissions
2.4 Any assistance relating to these services is entirely discretionary unless specifically agreed in writing.
3. COMMUNICATION
3.1 Tyr Formulations operates Monday to Friday between 08:00 and 16:00 UK time.
3.2 Tyr Formulations aims to respond to communications within one working day.
3.3 The Client acknowledges that cosmetic product development frequently involves laboratory work, supplier communications, ingredient sourcing and technical investigations which may take place over several days or weeks.
3.4 The absence of daily updates does not indicate inactivity.
3.5 Tyr Formulations will provide updates whenever meaningful progress has occurred or when input is required from the Client.
4. DEVELOPMENT PROCESS
4.1 Initial Sample
Upon receipt of payment and project information Tyr Formulations shall develop an initial formulation and provide an initial sample.
4.2 Sample Packaging
Unless otherwise agreed:
• Samples are supplied in example-only packaging
• Sample size is determined by Tyr Formulations
• Packaging supplied during development should not be interpreted as intended commercial packaging
4.3 Formula Scaffold
The initial sample is accompanied by a digital ‘Formula Scaffold’ containing:
• INCI information
• Key active ingredients
• Product description
• General formulation overview
4.4 Included Refinement
Development fees include:
• One initial sample
• One complimentary refinement round
4.5 Additional Refinement
Further changes requested by the Client shall be charged at the prevailing laboratory rate, currently £125 per hour plus VAT.
Where Tyr Formulations reasonably expects refinement work to exceed one hour, the Client shall be informed before work commences.
5. PROJECT LEAD TIMES
5.1 Initial Development
The Client agrees to allow up to six weeks from receipt of payment for completion of the first sample.
5.2 Refinement Rounds
The Client agrees to allow up to three weeks for subsequent refinement rounds.
5.3 Lead Time Variability
The Client acknowledges that delays may occur due to:
• Ingredient availability
• Supplier delays
• Shipping delays
• Analytical requirements
• Regulatory developments
• Circumstances outside Tyr Formulations’ reasonable control
Lead times are estimates only and are not guaranteed.
6. CLIENT BRIEFING RESPONSIBILITIES
6.1 The Client agrees to provide accurate and complete information regarding the desired product.
6.2 Tyr Formulations shall use information supplied through:
• Client R&D Forms
• Written briefs
• Email correspondence
• Telephone discussions
6.3 Where information is incomplete, contradictory or unclear, Tyr Formulations shall use reasonable professional judgement to interpret the Client’s requirements.
6.4 Tyr Formulations may reject requested ingredients or specifications where they are:
• Unsafe
• Non-compliant
• Incompatible
• Technically impractical
• Commercially unrealistic
7. PRODUCT PERFORMANCE AND SUBJECTIVITY
7.1 The Client acknowledges that cosmetic product development contains subjective elements including but not limited to:
• Texture
• Skin feel
• Product appearance
• Background scent
• Sensory experience
7.2 Tyr Formulations will make reasonable efforts to follow the Client’s vision but does not guarantee that all subjective preferences can be achieved.
7.3 Tyr Formulations may create products inspired by existing market products but does not guarantee exact replication of any existing formulation.
8. EXPLORATORY PROJECTS
8.1 Certain projects may be designated as Exploratory Projects.
8.2 Examples include:
• Novel technologies
• Unproven concepts
• Green replacements for highly synthetic systems
• Theoretical formulations with limited reference data
8.3 Tyr Formulations shall notify the Client if a project is considered exploratory.
8.4 The Client acknowledges that Exploratory Projects are undertaken to determine technical feasibility and no outcome is guaranteed.
8.5 Failure of an Exploratory Project to achieve the desired result shall not constitute failure by Tyr Formulations to provide the contracted service.
9. TECHNICAL DOCUMENTATION
Upon completion of the Project, Tyr Formulations shall provide Technical Documentation which includes:
• Exact formula composition
• Percentage inclusion levels
• Raw material details (SDS files)
• Supplier recommendations
• Trade names
• CAS numbers
• Manufacturing methods
• Product specifications
Provision of this documentation constitutes completion of the Project and transfer of I.P right to client.
10. INTELLECTUAL PROPERTY
10.1 Ownership of the developed formulation transfers to the Client following:
• Full payment of all outstanding invoices; and
• Delivery of final Technical Documentation.
10.2 Tyr Formulations retains ownership of:
• Internal know-how
• General scientific expertise
• Development methodologies
• Templates
• Processes
• Proprietary systems
11. TESTING, COMPLIANCE AND REGULATORY RESPONSIBILITIES
11.1 Tyr Formulations is not the Responsible Person for any product.
11.2 Tyr Formulations does not guarantee compliance in any jurisdiction.
11.3 The Client accepts sole responsibility for obtaining:
• CPSRs
• Stability testing
• PET testing
• Challenge testing
• Regulatory assessments
• CPNP notifications
• SCPN notifications
• Any other legally required approvals
11.4 The Client acknowledges that products may not be sold legally without these activities being completed.
11.5 Tyr Formulations has a strong regulatory and compliance network and can make recommendations to clients regarding these services.
12. LIMITATION OF LIABILITY
12.1 Nature of Product Development
The Client acknowledges that cosmetic formulation and product development is a scientific and technical service involving experimentation, ingredient compatibility assessment, theoretical evaluation, laboratory testing and professional judgement.
Tyr Formulations Ltd agrees to apply reasonable skill, care, scientific knowledge and industry experience throughout the development process. However, Tyr Formulations Ltd does not guarantee that any developed formulation will:
• Meet all performance expectations
• Replicate an existing commercial product
• Pass stability testing
• Pass preservative efficacy testing (PET)
• Pass compatibility testing with packaging
• Achieve a desired sensory profile
• Achieve a desired fragrance profile
• Achieve a desired appearance
• Be commercially successful
• Be legally compliant within all jurisdictions
12.2 No Guarantee of Commercial Outcome
The Client understands that product development is not the same as product manufacture or commercialisation.
Tyr Formulations Ltd makes no warranty, representation or guarantee that any developed formula will:
• Generate sales
• Be commercially viable
• Achieve market acceptance
• Meet retailer requirement
• Secure regulatory approval
• Perform identically to benchmark products
10.3 Testing Outcomes
Tyr Formulations Ltd shall not be liable for:
• Stability failures
• Preservative efficacy testing failures
• Compatibility failures
• Regulatory assessment failures
• CPSR observations
• Manufacturing failures
• Scale-up failures
• Ingredient discontinuation
• Supply chain disruption
Where practical and commercially reasonable, Tyr Formulations may assist in addressing such issues. Any assistance remains entirely at the discretion of Tyr Formulations Ltd.
10.4 Product Use
Tyr Formulations Ltd accepts no liability for any adverse outcome resulting from use of a formulation or product developed by Tyr Formulations, including but not limited to:
• Skin irritation
• Skin sensitisation
• Allergic reactions
• Misuse of the product
• Manufacturing error
• Incorrect ingredient sourcing
• Incorrect manufacturing methods
• Product contamination
• Packaging incompatibility
10.5 Limitation of Financial Liability
To the fullest extent permitted by law, Tyr Formulations Ltd shall not be liable for:
• Loss of profits
• Loss of contracts
• Loss of opportunity
• Loss of goodwill
• Business interruption
• Consequential loss
• Indirect loss
Any liability that cannot legally be excluded shall be limited to the total amount paid by the Client for the specific development project giving rise to the claim.
13. CLIENT RESPONSIBILITY FOR MANUFACTURE, COMPLIANCE AND SALE
13.1 Formulation Services Only
The Client acknowledges that Tyr Formulations Ltd is a formulation house.
The primary deliverables supplied by Tyr Formulations Ltd are:
• Written formulations
• Technical documentation
• Physical development samples.
Tyr Formulations Ltd is not a manufacturer and is not responsible for the production, filling, packaging, storage, transportation, marketing or sale of products manufactured using its formulations.
13.2 Manufacturing Responsibility
The Client accepts that all manufacturing activities are conducted entirely outside the control of Tyr Formulations Ltd.
Consequently, Tyr Formulations Ltd accepts no responsibility for:
• Manufacturing quality
• GMP compliance
• Ingredient substitutions
• Batch inconsistencies
• Production errors
• Contamination events
• Finished product quality
13.3 Regulatory Responsibility
The Client accepts sole responsibility for ensuring compliance with all laws and regulations applicable within their intended jurisdiction of sale.
This includes but is not limited to:
• UK Cosmetics Regulations
• EU Cosmetics Regulation (EC) No. 1223/2009
• Product claims legislation
• Labelling legislation
• Environmental legislation
• Packaging legislation
• Import and export requirements
13.4 Responsible Person, CPSR and Testing
Unless explicitly agreed in writing, Tyr Formulations Ltd does not provide:
• Responsible Person (RP) services
• Cosmetic Product Safety Reports (CPSRs)
• Stability testing
• Preservative Efficacy Testing (PET)
• Challenge testing
• CPNP notification services
• SCPN notification services
The Client accepts that these services are generally required before cosmetic products may legally be sold.
13.5 Claims
Tyr Formulations Ltd does not provide claims substantiation services and does not verify the accuracy, legality or suitability of product claims proposed by the Client.
The existence of a developed formulation does not imply that any marketing claim is true, substantiated or legally permissible.
13.6 Recommendations
Any supplier, manufacturer, laboratory, consultant or service provider recommendation made by Tyr Formulations Ltd is provided in good faith.
Tyr Formulations Ltd accepts no liability arising from any subsequent commercial relationship between the Client and such third parties.
14. PROJECT ABANDONMENT
If the Client ceases communication for a period exceeding three months, Tyr Formulations reserves the right to close the Project without refund.
15. REFUNDS
All development work is bespoke.
Once payment has been received and development work has commenced, all fees become non-refundable, regardless of outcome. If given, any refunds are at the discretion of Tyr Formulations.
16. GOVERNING LAW
This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales.
17. ENTIRE AGREEMENT
This document constitutes the entire agreement between Tyr Formulations and the Client and supersedes all previous discussions, representations and understandings.
