Terms and conditions US

Terms & Conditions

1. BACKGROUND

1.1 These terms and conditions (together with our Privacy Policy (together the " Terms and Conditions") apply to www.vvardis.com and all our further websites, microsites, and mobile versions of these websites (collectively, the " Website") that expressly adopt and display or link to these Terms and Conditions, as may be revised from time to time, and that are owned, operated, or controlled by vVARDIS, Inc., its affiliates and subsidiaries (collectively, referred to as " vVARDIS", "we", "us", or "our"). By accessing and using the Website or placing an order for any products (the " Products"), you (the " User") acknowledge and agree to accept and be bound by these Terms and Conditions.

1.2 These Terms and Conditions do not apply if you buy the Products from any source other than the Website (if, for example, you buy the Products from one of our authorized distributors or retailers, who will have their own terms and conditions to apply to such purchase of Products).

1.3 Please read these Terms and Conditions carefully and make sure that you understand them before ordering any Products on our Website.

1.4 BY ACCESSING, BROWSING, USING THE PAGES OR SERVICES POSTED ON THE WEBSITE, AND/OR PLACING AN ORDER YOU AGREE TO THESE TERMS AND CONDITIONS. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, PLEASE DO NOT ACCESS, BROWSE, OR USE THE WEBSITE OR PLACE AN ORDER.

1.5 These Terms and Conditions will apply to any contract for the sale of Products by us to you (the " Contract").

1.6 Please check the Terms and Conditions on our Website each time you order Products to ensure you understand the legal terms that will apply to the Contract at that time (see Section 24).

1.7 When we refer to "you", "your", or User we mean you, the person using our Website or buying Products from our Website.

2. Contact and Complaints

2.1 If you would like to contact us, please use the form on the Contact Us page of the Website or reach out to our customer services team under customercare@vvardis.com or 1-800 217-0064.

2.2 We sincerely hope that you do not have cause for a complaint but, if you do, we want to hear about it so that we can try and resolve it and make sure it does not happen again and to improve our Products and associated services. Please do not hesitate to contact us using the above communication channels.

3. The Products

3.1 We have an unparalleled commitment to excellence, luxury and the science of oral care and oral beauty. For more information on our Products (including their benefits, compositions, varieties and how they should be applied) please visit the web shop on our Website.

3.2 The images of the Products on our Website are for illustrative purposes only. The packaging, presentation and design of the Products may vary from that shown on images on our Website.

3.3 All Products shown on our Website are subject to availability. We will inform you by email as soon as possible if the Product you have ordered is not available and we will not process your order in case of unavailability. As described in Section 5.5, the Contract will only be concluded upon Order Acceptance. If you have already paid for the Products, we will refund you the full amount as soon as possible.

3.4 All Products should be used strictly in accordance with their instructions, precautions and guidelines. You should always check the ingredients for Products to avoid potential allergic reactions. This Website does not provide medical or other licensed professional advice. Use of the Website is not meant to serve as a substitute for professional medical advice, diagnosis, or treatment. Thus, nothing on this Website is intended to be, and must not be, taken to be the practice of medicine. The Website materials, including texts, graphics, images, and information obtained from the Website are for information purposes only. Your physician or health care practitioner should address any and all medical questions, concerns and decisions regarding the possible treatment of any medical condition. Never disregard professional medical advice or delay in seeking it because of information you have obtained through this Website. vVARDIS does not represent itself as a physician nor is this implied.

3.5 Except where prohibited by law, vVARDIS may limit the number of Products available for purchase.

4. Your Account and Personal Information

4.1 You do not need to register to explore our Website or to buy Products from us.

4.2 By creating an account, you can store your payment method information for easier and faster checkout, store and edit your delivery addresses and billing information, review your previous purchases and order history and you can place recurring orders (see section 10).

4.3 When you register or buy Products through our Website, you will be required to provide certain personal information including your first name and last name, postal address (meaning invoicing and shipping address), phone number and email address. You will also be required to provide valid details of a credit or debit card which you are legally entitled to use. We reserve the right to request additional evidence or proof of billing information where we think this is necessary. You confirm that all information you provide to us at any time is true, accurate and complete. By providing us with the above data, you consent to the processing of your respective personal information by us as described in our Privacy Policy (see Section 22).

5. Buying Products from us

5.1 You may only buy Products from our Website if you are at least 18 years old.

5.2 Our Products are for your personal use only. You may not sell or resell any Products samples you purchase or otherwise receive from vVARDIS. vVARDIS reserves the right, with or without notice, to cancel or reduce the quantity of any order to be filled or Products to be provided to you that may result in a violation of these Terms and Conditions, as determined by vVARDIS in its sole discretion.

5.3 By clicking the Submit Order Button you are committing to buy and pay for the Products in your order. This is an offer from you to enter into a Contract with us to buy the Products.

5.4 After you place an order, you will receive an email from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted.

5.5 If we accept your order, we will confirm this to you by sending you an email with the wording "order acceptance" (the " Order Acceptance"). The Contract between us will only be concluded when we send you the Order Acceptance and only with respect to the Products included therein. If there are any errors in your Order Acceptance, please contact us as soon as possible using the form on the Contact Us page of our Website or the contact details provided in Section 2.

5.6 We will send you a further email when the Products in your order have been shipped with the wording "shipping confirmation" (the " Shipping Confirmation").

5.7 The Order Acceptance will also include details of your rights to cancel the Contract – please read this information carefully as it is important that you are aware of your rights.

6. Product prices

6.1 The prices of the Products become due and payable once we have sent you the Order Acceptance.

6.2 We offer free shipping to United States delivery addresses within the 50 states of the United States. Exceptions may apply. When applicable, these exceptions will be noted in the web shop on the Website.

6.3 The prices of the Products do not include value added tax (VAT), sales tax or similar taxes, duties or charges (the " Taxes") nor do they include any import or customs duties and or taxes to the extent applicable (see Section 8.3). Applicable Taxes (if any) will be specified on the Website when you are confirming your order and in the Order Acceptance.

6.4 The prices of the Products will be as quoted on our Website from time to time. We take all reasonable care to ensure that the prices of Products are correct at the time when the relevant information was entered into the system. However, it is always possible that, despite our efforts, some of the Products on our Website may be incorrectly priced. If we discover an error in the price of the Products you have ordered, we will contact you to inform you of this error and we will give you the option of continuing to purchase the Products at the correct price or cancelling your order. We do not have to provide the Products to you at a lower price where we have made a pricing error.

6.5 The prices of the Products may change from time to time, but changes will not affect any prior order which we have confirmed with an Order Acceptance, unless the order includes a pricing error as stipulated in Section 6.4 above.

7. Methods of Payment

7.1 You can pay for Products using one of the following payment methods: Visa, MasterCard, American Express, Discover, PayPal and Apple Pay.

7.2 By ordering Products from us through our Website, you authorize us to perform credit and anti-fraud checks on you and the payment method that you have provided. These checks may be required, amongst other things, to verify your identity, to validate your credit or debit card, to obtain an initial credit or debit card authorization and/or to authorize individual purchases. You authorize us to disclose information provided by you, including personal information, to third parties such as banks and the providers of credit reports for the purposes of these checks, and accept that such parties may keep a record of that information. You also agree that we may make the information we receive from such checks available to third parties including fraud prevention and credit reference agencies. We reserve the right to put in place additional payment security systems from time to time. For further information to the processing of your personal information by us please refer to our Privacy Policy (see Section 22).

7.3 We reserve the right to refuse to process an order due to suspected fraud or unauthorized or illegal activity or where the order violates vVARDIS’s policies.

7.4 If the amount due from you for your order cannot be debited or charged, for whatever reason, your order will be cancelled (we will notify you of this using the contact details you provided during the order process).

8. Delivery

8.1 Your order will be fulfilled by the estimated delivery date set out in the Shipping Confirmation, unless there is an event outside of our control (please see Section 23 below for more information about these events).

8.2 Delivery will be completed when we deliver the Products to the address you gave us (so please make sure that the delivery details you provide are accurate as we cannot be responsible for any delayed or failed deliveries as a result of incorrect, incomplete or unclear delivery details).

8.3 vVARDIS does not ship Products ordered from the Website to addresses that are outside of the United States.

9. Returns and refunds

9.1 We want you to be completely satisfied with the Products you have ordered from us. If you have any problems with the Products you have ordered, please contact our customer services team using the form on the Contact Us page of our Website, by email at customercare@vvardis.com or by dialling our toll-free number 1-800 217-0064. Details of your legal right to cancel your Contract with us, and an explanation of how to do this, are set out below and provided in the Order Acceptance that we send to you (see Section 5.7).

9.2 You may return Products to us and receive a full refund of the price paid for the Products provided that you return the Products to us within 30 days of the Products being post marked for delivery to you. However, Products cannot be returned if already unwrapped, opened or used, unless the Products are faulty or not as described. If you want to return Products to us, please contact our customer services team as described in Section 9.1 above. Upon reception of the Product from you and positive valuation of your refund eligibility, we will refund you using the payment method and information that you used to pay.

9.3 For permissible returns according to above section 9.2 we will offer you free return shipping. You are responsible for taking reasonable care of the Products until they are returned to us. We recommend that you return them to us using a recorded delivery service and that you keep proof of postage. We will be unable to provide you with any refund if the Products are not returned to us or if they were damaged during transportation.

10. Recurring Order and Termination

10.1 As an additional service, we offer that all Products can be ordered on a recurring basis as described on the Website. You need to have or create an account (see section 4) in order to place recurring orders. The recurring order will be delivered to you every 30 days unless terminated. We can terminate a recurring order at any time for any reason. You can terminate your recurring order whenever you want through your account (see section 4). You will, however, have to reconfirm that you want to cancel the recurring order in your account and you will receive a confirmation email. However, you cannot cancel a recurring order less than 4 days before next shipment in which case the cancellation will be effective from the shipment following thereafter only. Refusal to accept delivery of a shipment does not constitute notice of termination.

10.2 We will charge you in advance for any single shipment of your recurring order using the payment method provided to us via your account (see section 4). If payment cannot be processed (due to no balance, no valid credit card, an expired credit card, etc.) that order will be blocked from shipment and an email with information will be sent to you. A credit check will be done immediately when initiating the order (see section 7.2). If you don’t react on the email and provide us with a valid payment method within 5 days, the recurring order will be cancelled.

11. DISCLAIMER OF WARRANTIES

vVARDIS IS PROVIDING THE WEBSITE AND ITS CONTENT ON AN "AS-IS" BASIS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE WEBSITE, THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS, INCLUDED ON THE WEBSITE. TO THE FULLEST EXTENT PERMITTED BY LAW, vVARDIS DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING FOR EXAMPLE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, vVARDIS DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA THE WEBSITE IS ACCURATE, COMPLETE OR CURRENT. Please note that some jurisdictions may not allow the exclusion of implied warranties and conditions, so some of the above exclusions may not apply to you but shall apply to the maximum extent permitted by applicable laws. Price and availability information is subject to change without notice.

12. Our liability

12.1 vVARDIS WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE WEBSITE OR THE SALE OF PRODUCTS. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES. This provision does not apply to New Jersey residents.

12.2 To the extent 12.1 is found inapplicable under relevant law, vVARDIS is not responsible for any loss or damage that is not foreseeable or an indirect consequence thereof.

12.3 We only supply Products (including any free samples provided with your order) for domestic and private use. You agree not to use the Products for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity (See Section 5).

12.4 Notwithstanding the above, to the greatest extent of the law, our liability shall in any case be limited to the price you paid for the respective Product including shipping costs, Taxes and import duties (if any).

12.5 However, we do not in any way exclude or limit our liability for:

(i) death or personal injury caused by our wilful conduct or gross negligence;

(ii) fraud or fraudulent misrepresentation; and

(iii) any matter in respect of which it would be unlawful for us to exclude or restrict our liability.

13. SUBMITTED CONTENT

The Website may allow users to upload photographs, videos or other content (the " User Content"). Users shall be solely responsible for the User Content and the consequences of submitting and publishing the User Content via the Website. Users shall retain ownership of all User Content and hereby grant to vVARDIS a non-exclusive, royalty-free, transferable, worldwide right and license to use, reproduce, modify, adapt, publish, translate, transmit, distribute and display the User Content via the Website and vVARDIS’s business purposes. Users also grant to the other users of the Website a non-exclusive license to access the User Content via the Website, and to use, reproduce, distribute and display such User Content as permitted through the functionality thereof and subject to these Terms and Conditions. Users grant vVARDIS the right to identify the User as the author of any such User Content by name, email address, or screen name, and the User acknowledges that vVARDIS has the right, but is not obligated, to use any such User Content and that vVARDIS may cease utilizing such User Content at any time for any reason. The User agrees not to submit, upload, or otherwise make available via the Website any content or materials (i) that are unlawful, threatening, abusive, harassing, defamatory, libellous, obscene, vulgar, profane, injurious to third parties, or which invade another person’s privacy, further the commission or concealment of a crime, or are otherwise objectionable; (ii) infringe the copyright or other intellectual property rights of a third party; or (iii) with respect to which the User does not have the rights necessary to transmit and publish such content or materials, or to grant vVARDIS the license to use such content or materials as described herein. The User acknowledges that vVARDIS has no obligation to monitor or screen User Content submitted to the Website, but that vVARDIS shall have the right (but not the obligation) to reject, remove or delete any User Content that violates these Terms and Conditions or that is otherwise objectionable.

14. Indemnification

You agree to defend, indemnify and hold harmless vVARDIS (and its officers, directors, agents, subsidiaries, joint ventures, employees and third-party service providers), from all claims, demands, losses, liabilities, costs, expenses, obligations and damages including reasonable legal fees, arising out of (a) your misuse of the Website; (b) your violation of any term of these Terms and Conditions; (c) a breach of your representations and warranties set forth above regarding User Content; (d) your violation of any law or the rights of a third party (including, without limitation, any copyright, property or privacy right); or (e) any claim that any User Content you submitted caused damage to a third party. This indemnification obligation will survive the termination of these Terms and Conditions and your misuse of the Website.

15. Website Content

All Website content, including, without limitation, all text, graphics, audio, video, music, icons, images, hyperlinks, displays, products, HTML code and scripts (collectively, the "Website Content"), and the collection, arrangement and assembly of the Website Content, is the property of vVARDIS and its sponsors, distributors, or licensors, and is protected by copyright law and other U.S. and international laws and treaties. The User is granted no right, title or interest in or to the Website Content other than the limited license expressly set forth in these Terms and Conditions. The User may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works from, distribute, perform, display, incorporate into a website or in any way exploit the Website Content, or any portion thereof, without the express written permission of the Company.

16. THIRD PARTY CONTENT AND THIRD PARTY WEBSITES

Our Website may, from time to time, contain links to websites owned and operated by third parties (the " Third Party Sites"). vVARDIS has no influence on whether operators of such Third-Party Sites comply with the applicable data protection regulation. We encourage you to review the privacy policies and terms and conditions of such Third Party Sites so that you understand how those websites collect, use and share your information. We are not responsible for the privacy policies or other content on Third Party Sites. vVARDIS excludes any responsibility or liability for the websites of third parties accessible via the links.

17. MOBILE SERVICES

If you access the Website via your mobile phone (through an iPhone application, for example), we do not currently charge for this access. Additionally, you may receive text messages or calls from us related to certain Products or services. Please be aware that if you access the Website via your mobile phone or provide a mobile phone number to us in order to be contacted by voice or text message, your carrier's normal rates and fees, such as text messaging fees or data charges, will still apply.

18. USER INFORMATION

Some functionality of the Website may require the transmission of information provided by the User (the " User Information"). User Information may include, but is not limited to, a User’s name, address, shipping information, email address, telephone number, method of payment, credit card number, password, and billing information. The User agrees to keep the User Information provided to the Website current at all times and to promptly update such information in the Website to the extent of any change. By using such functionality, the User consents to the transmission of User Information to vVARDIS and/or its agents and authorizes vVARDIS and/or its agents to record, process, and store such User Information as necessary for the Website functionality and for the purposes described in the Privacy Policy, which is incorporated herein by reference.

19. INTELLECTUAL PROPERTY

All information and content available on the Website and its "look and feel", including but not limited to trademarks, logos, service marks, copyrighted works, text, graphics, logos, button icons, images, audio/video clips, data compilations and software, and the compilation and organization thereof is the property of vVARDIS, its affiliates, partners or licensors, or is used with consent of the owner, and is protected by intellectual property laws. The reproduction and use of any of these by you is prohibited. Any unauthorized use may violate copyright laws, trademark laws, privacy and publicity laws, and/or communications regulations and statutes of Switzerland and/or foreign laws and/or international conventions.

20. TRADEMARKS

All rights regarding any trademarks, trade names, service marks, logos and/or trade dress (collectively, the " Marks") contained in, or used in connection with, the Website are expressly reserved by vVARDIS and its licensors. The Marks, and all associated logos or images, are registered and/or common law trademarks, and are protected by U.S. and international laws and treaties. No license with respect to the use of the Marks is granted to the User under these Terms and Conditions or by virtue of User’s use of the Website. The Marks may not be copied, imitated or used, in whole or in part, without the prior written consent of vVARDIS or the applicable rights holder.

21. DMCA

If you believe your work or content has been copied and posted to the Website in a way that constitutes copyright infringement, please provide vVARDIS's designated copyright agent the following written information in accordance with the Digital Millennium Copyright Act (the " DMCA"):

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that you claim has been infringed upon;
A description of where the material that you claim is infringing is located on the Sites;
A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;Your name, address, telephone number and email address (if available); and
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf.

vVARDIS’s DMCA designated copyright agent for notice of claims of copyright infringement on the Website is the general manager who can be reached as follows: customercare@vvardis.com or 1-800 217-0064.

22. Your personal information

22.1 We use your personal information in accordance with our Privacy Policy (the " Privacy Policy"). Please take the time to read our Privacy Policy as it includes important information and terms which apply to you.

23. Events outside of our control

23.1 In rare circumstances, events outside of our reasonable control may delay or prevent us from performing our obligations under the Contract. If these events occur, we will try to perform our obligations to you as soon as we can. We cannot, however, accept liability for any losses caused to you as a result of any delay or failure by us to perform our obligations where such delay or failure is due to an event which is outside of our reasonable control.

23.2 If an event outside of our reasonable control takes place that affects the performance of our obligations under the Contract:

(i) we will contact you as soon as reasonably possible to notify you; and

(ii) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the event outside of our reasonable control. Where the event outside of our reasonable control affects delivery of Products to you, we will arrange a new delivery date with you after the event outside of our reasonable control is over.

24. Changes to these Terms and Conditions

24.1 We may make changes to these Terms and Conditions from time to time.

24.2 Every time you order Products from us, the Terms and Conditions in force at that time will apply to the Contract between you and us. The current version of these Terms and Conditions will be available on our Website. Please check the Terms and Conditions on our Website each time that you order Products from us to ensure that you understand the Terms and Conditions that apply at the time.

25. WAIVER

If we fail to insist that you perform any of your obligations under these Terms and Conditions, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

26. Other important information

26.1 We may transfer our rights and obligations under the Contract to another entity (in the same or in another country) belonging to the same group.

26.2 The Contract is between you and us (or any of our transferee group entities). No other person shall have any rights to enforce any of its terms.

26.3 This Agreement supersedes all prior agreements, negotiations, correspondence, undertakings and communications between you and us, oral or written, and contain the sole and entire agreement between you and us with respect to the subject matters hereof.

27. SEVERABILITY

The provisions of these Terms and Conditions are intended to be interpreted in a manner which makes them valid, legal, and enforceable. If any one or more section(s) or part of a section of these Terms and Conditions shall be found to be illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. In the event any provision is found to be partially or wholly invalid, illegal or unenforceable, such provision shall be modified or restricted to the extent and in the manner necessary to render it valid, legal, and enforceable. It is expressly understood and agreed between the parties that such modification or restriction may be accomplished unilaterally by vVARDIS, or alternatively the invalid, illegal or unenforceable provision(s) shall be replaced by such provision(s) the parties would, acting reasonably, have agreed upon had they been aware of the invalidity, illegality or non-enforceability of the provision to be replaced. If such provisions cannot under any circumstances be so modified or restricted, they shall be excised from the Terms and Conditions without affecting the validity, legality or enforceability of any of the remaining provision The same principle shall apply in case of a contractual gap.

28. NO CLASS ACTIONS

TO THE EXTENT ALLOWED BY LAW, YOU WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASS WIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION, OR OTHER PROCEEDING.

29. GOVERNING LAW AND JURISDICTION

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflict of law rules. By accepting this agreement, the User expressly consents and agrees to submit to the exclusive jurisdiction and venue of a court of competent jurisdiction located in Manhattan, New York. We do not imply that the materials published on the Website are appropriate for use outside of the United States. If you access the Website from outside of the United States, you do so on your own initiative and you are responsible for compliance with local laws.

Version no. 1, dated 15 September 2020