Terms & Conditions

Consumer Purchase Terms and Conditions

Paragraph 2 Ltd trading as The Science of Scent

Version 1.0 | 13 October 2026

Based on the terms dated 12 October 2026

These Terms govern purchases of fragrance products, consumables and Equipment for personal use, together with any expressly agreed Services. Read them with your Order Confirmation and agreed specification. Consumers purchase only and do not subscribe. Your legal rights concerning cancellation and defective goods or Services are preserved.

1 Definitions and application

1.1 We, us, our and SOS mean Paragraph 2 Ltd trading as The Science of Scent. You and your mean the customer identified in the Order Confirmation.

1.2 Consumer means an individual acting for purposes wholly or mainly outside that individual's trade, business, craft or profession. These Terms apply only to purchases by Consumers. A description on an order form does not remove any Consumer rights that apply by law.

1.3 Products means the goods we agree to supply, including fragrance oils, cartridges, consumables and equipment sold to you. Equipment means diffusers, scenting systems and associated hardware. Services means the consultancy, fragrance development, installation, maintenance, support or other services expressly agreed in the Contract.

1.4 Order Confirmation means our written acceptance of your order, identifying the Products or Services, price and applicable schedules. Contract means that Order Confirmation, the agreed specification and schedules, and these Terms.

1.5 Written or in writing includes email. A reference to days means calendar days unless stated otherwise. Business Day means Monday to Friday excluding public holidays in England.

1.6 Consumers purchase Products and any expressly agreed Services; they do not subscribe. These Terms do not govern equipment hire, loan, demonstration or trial arrangements, or purchases by Business Customers.

1.7 Nothing in these Terms removes or restricts rights or remedies that cannot lawfully be removed or restricted. Specific Consumer provisions prevail over inconsistent general provisions.

2 Our details and contact information

2.1 Paragraph 2 Ltd is a company registered in England and Wales with company number 14042548. Its registered office is 123 Hallgate, Cottingham, HU16 4DA. Our VAT registration number is GB 410352255.

2.2 Contact us about orders, support, complaints or cancellation at bel@thescienceofscent.co.uk or on 07985 088974. Written notices may also be sent to our registered office. We also accept notices sent to mark@thescienceofscent.co.uk and will route them appropriately. Returns should be sent to The Manor, Old Hollins Hill, Esholt BD17 7QS, unless we agree collection or another return address with you.

2.3 Our website is https://thescienceofscent.co.uk. Our Privacy Notice is available at https://thescienceofscent.co.uk/privacy-policy/, or from us on request.

3 How the contract is made

3.1 Quotations are valid for 30 days from issue unless they state another period. A quotation invites you to place an order and is not itself an acceptance. Any qualifications about availability, site conditions or scope must be stated in the quotation.

3.2 Your order is an offer to purchase on the terms supplied to you before you place it. We accept it only when we send an Order Confirmation. An automated order acknowledgement or request for payment is not acceptance unless it expressly says it is an Order Confirmation. We will not deliberately dispatch Products or start Services before acceptance.

3.3 If we cannot accept your order, we will tell you and refund any payment for it without undue delay and within 14 days. We will not accept an order at a different price or with materially different specifications without your agreement.

3.4 We will provide the Order Confirmation and applicable terms in an email, PDF or other form you can retain. For Consumer orders, we will also provide the legally required information and confirmation within the applicable statutory timescales.

3.5 If Contract documents conflict, the following order applies: any individually agreed written variation; the Order Confirmation and attached specification or schedule; then these Terms. This order does not override mandatory Consumer rights or binding pre-contract information unless a change to that information has been expressly agreed where the law permits it.

3.6 Descriptions and agreed samples or models form part of the Contract where applicable. Images may illustrate Products, but any material difference will be disclosed before acceptance. We do not treat relevant Consumer information or statements about our Services as non-binding merely because they appeared in marketing material.

4 Quotations and changes to scope

4.1 Each quotation or specification will identify the Products or Services, relevant quantities, agreed performance requirements, exclusions and material assumptions. Before acceptance we may withdraw or revise a quotation, but we will notify you of the revision and seek a new order or express agreement.

4.2 After acceptance, neither party may change the scope, specification or price except through an agreed written variation or an express provision of the Contract. A variation must identify the change, additional or reduced price and effect on timing.

4.3 If unforeseen site conditions prevent the agreed work, we will explain the issue and propose any necessary change. We will not carry out chargeable additional work without your approval. If agreement cannot be reached, either party may end the affected work on reasonable notice. You pay for conforming work already supplied and any other amount properly due under the Contract, subject to your statutory rights; we refund advance payments for work not supplied, less any lawful agreed cancellation costs.

5 Prices and payment

5.1 Prices are in pounds sterling and include VAT where applicable. Mandatory delivery, installation and other charges, or their calculation where they cannot reasonably be determined in advance, will be disclosed before your order.

5.2 The Order Confirmation states payment dates, deposits and any milestones. Unless it states otherwise, Consumers pay for Products before dispatch and for Services within 14 days of invoice.

5.3 A payment schedule first appearing on an invoice does not vary the agreed Contract. Additional optional charges require your express agreement. We do not charge prohibited payment-method surcharges.

5.4 Tell us promptly if you dispute an invoice, explaining the reason. Pay the undisputed part on time. We will investigate in good faith and will not treat an amount reasonably disputed because of our alleged non-performance as an automatic ground to terminate while the dispute is being investigated.

5.5 We do not charge contractual late-payment interest. We may seek an overdue payment through lawful recovery procedures. Any recovery costs must be reasonable, legally recoverable and properly evidenced.

5.6 Suspension for non-payment is governed by clause 22. We will not withhold a statutory remedy for defective Products or Services merely because a separate invoice is unpaid.

6 Delivery and ownership of sold products

6.1 We deliver to the address agreed in the Order Confirmation. It will state any agreed delivery deadline and whether timing is essential. We will inform you promptly of a material delay and explain the available options.

6.2 Unless another delivery period is agreed, we will deliver without undue delay and within 30 days of the Contract. If we miss an essential agreed deadline, refuse to deliver, or fail to deliver within an appropriate additional period you give us where one is required, you may end the affected Contract and receive the refund required by law. You retain any other statutory remedy.

6.3 Sold Products remain at our risk until you or a person you identify takes physical possession. If you commission a carrier we did not offer as a delivery option, risk passes when we hand the Products to that carrier, as provided by law.

6.4 Ownership of sold Products passes when we receive full payment for those Products. This provision does not make payment of unrelated invoices a condition of ownership.

6.5 If delivery fails because you provided an incorrect address or did not provide agreed access, we may recover reasonable direct storage or redelivery costs disclosed before the Contract or subsequently agreed. We will explain and evidence the charge. We do not charge for a failure caused by us or our carrier.

6.6 Please report missing items or visible transit damage promptly so that we can investigate. A failure to report within a short period does not remove statutory rights or valid claims for hidden defects. We will not substitute Products or make materially inconvenient partial deliveries without your agreement.

7 Installation and other services

7.1 We will perform Services with reasonable care and skill, using suitably competent personnel, in accordance with the agreed specification and timeframe. If no timeframe is agreed, we will perform within a reasonable time. We remain responsible for Services we subcontract.

7.2 You must provide agreed access, relevant site information, necessary permissions and facilities identified before acceptance, including suitable power, connectivity and HVAC access where required. Tell us about known hazards and restrictions affecting the work. Each party remains responsible for its own legal health and safety duties.

7.3 We will assess relevant installation conditions within our agreed scope and will not proceed where the installation would be unsafe. Any need for a specialist electrician, HVAC contractor or structural work must be identified and agreed. We will take reasonable care of your premises and make good damage caused by our failure to do so.

7.4 An abortive-visit charge applies only where its amount or calculation was disclosed before acceptance and the visit failed for a reason within your reasonable control. It must reflect reasonable costs incurred, less costs saved or recovered. No charge applies for our fault.

7.5 Where relevant, we will commission the Equipment, demonstrate its operation and provide operating and maintenance instructions. Completion or acceptance testing will follow the criteria in the specification. Signing a completion record does not waive claims for defects or unfinished work.

8 Bespoke fragrance development

8.1 The project schedule must identify the brief, development stages, fees, samples, included revisions, approval criteria, production quantities, timing and agreed rights to use the formulation and branding.

8.2 We will perform development Services with reasonable care and skill. You must provide an accurate brief and timely feedback. We will obtain written approval of the final sample and production specification before production. Changes after approval require an agreed variation.

8.3 Approval records the agreed scent and specification. Ordinary differences in personal preference afterwards are not, by themselves, evidence of a defect. Approval does not remove our responsibility to supply safe, conforming Products matching the agreed specification and sample, allowing only expressly agreed tolerances.

8.4 Genuinely made-to-specification or clearly personalised goods are subject to clause 14.5. Development, consultancy and other Services are separately subject to the cancellation and early-start rules in clause 14. We will not make all development fees non-refundable merely because work has begun.

8.5 Outside statutory cancellation rights, you may ask to cancel a bespoke project. Any charge is limited to reasonable costs and work already supplied or irrevocably committed specifically for your project, less savings and recoveries, and cannot exceed the agreed price. We will take reasonable steps to reduce the loss. Any stage deposit is a payment towards the price, not automatically forfeited. No cancellation charge applies to work ended because of our material breach.

9 Product use and compatibility

9.1 We will provide instructions, relevant safety information and any material operating restrictions before supply, or before acceptance where they affect suitability or your purchasing decision. Use, installation, storage and maintenance must follow those instructions.

9.2 Any requirement for particular oils, cartridges, cleaners or consumables must identify the compatible materials and be supported by relevant technical or safety requirements. We will make approval information reasonably accessible.

9.3 Use of incompatible materials may cause damage. A warranty exclusion or repair charge on that basis applies only to the extent the incompatible use caused or contributed to the relevant fault. It does not remove remedies for an unrelated defect or our breach.

10 Operating conditions and maintenance

10.1 The applicable instructions or specification will identify recommended settings, operating hours, maintenance intervals and environmental limits. We will not rely on an undisclosed restriction to refuse a claim.

10.2 Tell us promptly about a fault and stop operating Equipment where continued use may be unsafe or cause further damage. We may reasonably inspect to identify the cause, but an inspection must not unnecessarily delay a remedy.

10.3 You are responsible for damage to the extent caused by failure to follow reasonable disclosed instructions, improper maintenance within your agreed responsibility, tampering or misuse. Normal operation within the agreed specification is not misuse merely because it is continuous or intensive.

11 Fragrance performance

11.1 Scent perception varies between individuals and with room size, airflow, occupancy, humidity, temperature and building operation. We do not promise universal personal preference or wellbeing or other outcomes unless a specific lawful commitment is expressly included in the Contract.

11.2 These qualifications do not remove agreed coverage, equipment output, fragrance description, sample conformity, fitness-for-purpose or service commitments. Any measurable performance criteria and site assumptions must be recorded in the specification.

11.3 If you change the site or operating conditions materially, tell us so we can assess the effect and agree any changes needed. We are not responsible for a shortfall to the extent caused by those changes rather than our breach.

12 Safety and incidents

12.1 We remain responsible for applicable legal duties concerning the Products and Services we supply, including relevant safety, labelling, warnings and installation duties. We will provide safety data sheets and other hazard information where required by law.

12.2 You must follow disclosed safety instructions and assess site-specific conditions within your control. Tell us before installation about relevant restrictions or requirements known to you.

12.3 Individuals may have sensitivities or allergies. If irritation or another adverse reaction occurs, stop use, ventilate where appropriate and follow the safety instructions. Seek suitable medical assistance where necessary. Notify us of a suspected product incident or defect so we can investigate.

12.4 If we identify a safety concern, we may request that use stops and arrange a reasonable inspection, corrective action or recall. We will explain the concern and bear costs for defects or failures for which we are responsible. Nothing in these Terms excludes liability simply because an injury involves an allergy or sensitivity.

13 Warranties and fault reporting

13.1 For Equipment sold by us, we provide a 12-month SOS commercial warranty from delivery against defects in materials or manufacture under proper use. We will repair or replace qualifying Equipment without charge for reasonable parts, labour or carriage. If neither remedy can be provided within a reasonable time, we will provide an appropriate refund. Any additional manufacturer's guarantee will be supplied with its guarantor details and conditions.

13.2 This warranty excludes a fault only to the extent caused by accident, misuse, neglect, unauthorised alterations or repairs, incompatible consumables, or environmental or electrical conditions outside the disclosed specification. It does not exclude inherent defects or our installation errors. Consumables remain subject to applicable quality and conformity obligations but are not warranted to last beyond their normal disclosed service life.

13.3 To claim, contact us under clause 2 with the order details, description of the fault and any reasonably available supporting information. We may request a reasonable inspection or return. Do not send unsafe or leaking items without contacting us for appropriate arrangements. We will provide the warranty details in a retainable form on request.

13.4 This guarantee is additional to your legal rights and does not affect them. Your rights against us do not end after 12 months and you do not have to pursue the manufacturer instead of us.

13.5 Consumer goods must be of satisfactory quality, fit for a purpose made known to us where the law requires, and as described. Depending on the circumstances and the applicable law, remedies include the short-term right to reject, normally within 30 days, repair or replacement, price reduction and the final right to reject. Applicable time periods may pause or be extended when remedies are undertaken. We bear reasonable costs of statutory remedies, including applicable return costs.

13.6 Consumer Services must be performed with reasonable care and skill and meet binding agreed information. Where required by law, you may require repeat performance or an appropriate price reduction, potentially up to the full price. Consumer digital content has the statutory quality and remedy protections applicable to it. These Terms do not replace or narrow any of those rights.

14 Consumer cancellation and returns

14.1 Clauses 14.2 to 14.12 apply to Consumers. They distinguish cancellation because you changed your mind from remedies for defective goods or Services. The exceptions below concern change-of-mind cancellation only. They do not remove rights under clause 13.

14.2 Subject to the statutory exceptions, you may cancel a distance Contract, such as an online or telephone order under our distance-selling arrangements, or an off-premises Contract, such as one concluded at your home, without giving a reason during the statutory cancellation period. This statutory right does not generally apply to an on-premises purchase simply because you change your mind, although we may agree a voluntary return.

14.3 For goods, the cancellation period ends 14 days after the day you or your nominated recipient, other than the carrier, receives them. For several goods ordered together and delivered separately, it ends 14 days after receipt of the last item; for goods delivered in lots or pieces, after the last lot or piece. For a service Contract, it ends 14 days after the day the Contract is made. You may cancel before delivery as well. If we fail to provide legally required cancellation information, the period is extended as required by law, potentially by up to 12 months.

14.4 Cancel by a clear statement using the contact details in clause 2. You may use Schedule 1, but do not have to. Sending the notice before the cancellation period ends is sufficient. We will acknowledge electronic cancellation promptly. Our acknowledgement is not necessary for cancellation to take effect.

14.5 The statutory change-of-mind right does not apply to goods genuinely made to your specifications or clearly personalised. Merely selecting a standard fragrance, size or other standard option does not automatically make goods bespoke. We will identify a qualifying exception before acceptance. For qualifying bespoke goods, the exception can apply from formation of the Contract even before manufacture begins; any separate contractual cancellation arrangement remains available under clause 8.

14.6 There is no general cancellation exception for consumables or opened fragrance oils or cartridges. We will rely on the sealed health-protection or hygiene exception only where the goods were sealed, are genuinely unsuitable for return for those reasons, and became unsealed after delivery. Another relevant statutory exception, such as goods becoming inseparably mixed with other items, applies only when its legal conditions are satisfied. We will explain an applicable exception before acceptance.

14.7 After cancellation of a goods order, return the goods without undue delay and within 14 days after telling us, unless we arrange collection. You pay only the direct return costs where we informed you before acceptance that you would bear them. Where goods cannot normally be returned by post, we will disclose the return cost or reasonable estimate in advance. Where the law requires us to collect goods supplied to your home under an off-premises Contract, we will do so at our expense. We pay applicable return costs for faulty goods.

14.8 We refund payments for a cancelled order, including the cost of our least expensive standard outbound delivery option. If you selected a more expensive option, we need not refund the extra delivery amount. We use the original payment method unless you expressly agree otherwise and charge no refund fee.

14.9 Refunds are made without undue delay. For goods where we have not offered collection, the deadline is 14 days after we receive the goods back or evidence of dispatch, whichever is earlier; we may withhold the refund until either is received. In other cases the deadline is 14 days after you tell us you are cancelling. We do not extend these deadlines while waiting for an internal inspection.

14.10 Where the law permits, we may deduct actual diminished value caused by handling beyond what is necessary to establish the goods' nature, characteristics and functioning. We will explain the evidence and calculation. This is not an automatic restocking charge. No deduction applies on this basis if we failed to provide required cancellation information.

14.11 We will start Services within the cancellation period only on your express request. For an off- premises Contract that request must be on a durable medium, such as email. We will first explain any proportionate payment due if you cancel and obtain your acknowledgement that the cancellation right is lost only when the Services have been fully performed. If you cancel after a lawful early start, you pay only the legally permitted proportionate amount for Services supplied before cancellation. You owe no such amount where the required request or information was not obtained or provided. Approval of these Terms alone is not an early-start request.

14.12 If digital content not supplied on a tangible medium is provided during the cancellation period, we will obtain your express consent to start supply and acknowledgement that you lose the cancellation right on supply, and give the required confirmation. If we do not satisfy the legal requirements, the statutory consequences apply, including any right to cancel without paying for that supply.

15 Software and connected services

15.1 Before acceptance we will identify material connectivity requirements, known compatibility restrictions, additional app or cloud charges, essential third-party dependencies and the agreed support period. Where applicable, we will disclose the minimum security-update period and required product-security information.

15.2 Your responsibility is to provide the disclosed compatible network and devices within your control. Our responsibility is to supply the agreed functionality and perform Services with reasonable care and skill. A third-party dependency does not automatically relieve us of that responsibility.

15.3 We do not promise uninterrupted connectivity. We will give reasonable notice of planned maintenance and act reasonably to restore services within our responsibility. We are not responsible for failures caused solely by your network or device where we have met our obligations.

15.4 We will not withdraw an essential service during an agreed paid service term without providing an appropriate alternative or remedy. If withdrawal prevents the agreed use, you may end the affected part of the Contract and receive a refund for the unused period. Consumer rights concerning the original goods or digital content, and claims for breach, remain available.

15.5 Any applicable software licence or third-party terms must be identified and made available before acceptance. They cannot retrospectively remove our Contract obligations or mandatory Consumer protections.

16 Intellectual property

16.1 Each party retains ownership of intellectual property it owned before the Contract or develops independently. You retain rights in your branding, artwork and materials. Rights in third-party material remain with its owner.

16.2 Unless the project schedule expressly provides otherwise, we retain rights we own in our formulations, designs, materials and project developments. We do not claim ownership merely because an idea, material or brand is used in a project.

16.3 Once the agreed fees for the relevant deliverable are paid, we grant you a non-exclusive licence to use our rights embodied in that deliverable to the extent reasonably necessary for the purpose expressly agreed in the Contract. Rights to manufacture independently, access formulation details or obtain exclusivity require a separate written agreement.

16.4 Each party grants the other the limited permission needed to use its supplied materials to perform the Contract. No permission to use a customer logo for our own marketing is implied. We will obtain any third-party permissions needed for the rights we promise to grant.

16.5 Neither party may copy or commercially exploit the other's protected material beyond the agreed licence, or reverse engineer confidential formulations except where the law provides a right that cannot be restricted. This clause does not prohibit ordinary intended use, lawful resale of goods or mandatory statutory exceptions.

17 Confidentiality

17.1 Each party will protect the other's confidential information with reasonable care and use it only to perform or exercise rights under the Contract. Confidential information includes non-public business, technical and formulation information whose confidential nature is apparent or has been identified.

17.2 This obligation does not apply to information lawfully already known, independently developed, lawfully received from another source without restriction, or publicly available other than through a breach.

17.3 Disclosure is permitted to staff, contractors and professional advisers who need it and are subject to appropriate confidentiality duties, or where legally required. Where lawful, the disclosing party will give advance notice of a required disclosure and disclose only what is necessary.

17.4 On reasonable request after termination, each party will return or securely delete confidential material, except records lawfully required or reasonably retained for legal, insurance or compliance purposes, which remain protected. These duties continue for five years after termination and, for trade secrets, while the information retains that character.

18 Personal data

18.1 We process personal data in accordance with applicable data-protection legislation and our Privacy Notice. The notice explains purposes, legal bases, sharing, retention and individual rights. Acceptance of these Terms is not blanket consent to unrelated marketing or other processing.

18.2 Each party remains responsible for its own legal obligations.

18.3 Any material processing associated with Equipment telemetry, app accounts, remote access or third-party platforms will be described in the relevant privacy information and, where required, Contract schedule.

19 Photography and publicity

19.1 We may use installation photographs, customer names, branding or identifiable project case studies in our marketing only after obtaining your specific written approval of the material and proposed use. Approval of an installation or these Terms alone does not authorise publicity.

19.2 Each party must obtain any additional permissions or lawful basis needed for material it contributes. Your approval does not replace the rights of identifiable individuals or other rights holders. We will not publish confidential information or images revealing private premises or sensitive site details without the relevant specific permission.

19.3 Any agreed permission will identify its scope and duration. Withdrawal of data-protection consent, where consent is the applicable legal basis, is governed by the Privacy Notice and law. Other changes to agreed publicity permissions should be discussed promptly and reasonably.

20 Liability

20.1 Nothing in the Contract excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, liability under Part I of the Consumer Protection Act 1987, or any other liability which cannot lawfully be excluded or limited. This clause takes priority over every exclusion, limitation, cancellation charge and remedy provision.

20.2 We are responsible for foreseeable loss and damage caused by our breach of the Contract or failure to use reasonable care and skill. Loss is foreseeable if it was obvious it would happen or both parties knew it might happen when the Contract was made. We do not exclude or cap statutory rights or remedies for goods, Services or digital content. We are not responsible for loss caused by your own actions to the extent we are not at fault.

21 Events beyond reasonable control

21.1 A party is not responsible for failure or delay to the extent caused by an event genuinely beyond its reasonable control which it could not reasonably prevent or overcome. Such events may include serious natural disasters, war, government restrictions or widespread utility failure. Ordinary cost increases, shortage of funds or a supplier's failure do not qualify merely because they occur; the underlying event must meet this test.

21.2 The affected party must notify the other promptly, explain the expected effect, take reasonable steps to reduce disruption and resume performance as soon as reasonably possible. Relief applies only to affected obligations and for the period of the unavoidable effect.

21.3 Charges for agreed Services which cannot be supplied because of such an event will be reduced fairly for the affected period. Payment for conforming supplies already made remains due.

21.4 Either party may end the affected part of the Contract if the disruption continues for 30 days, or sooner where an essential agreed deadline cannot be met or the law gives a right to end. We refund advance payments for supplies not made within 14 days, subject only to any lawful amount due for supplies already made. Consumer delivery, cancellation and other statutory rights remain available.

22 Suspension and termination

22.1 Either party may end the affected Contract if the other commits a material breach and fails to remedy it within 14 days after written notice identifying the breach and required remedy. A material breach which cannot reasonably be remedied may justify immediate termination.

22.2 We may suspend only affected supplies for an undisputed overdue payment after giving at least 14 days' written notice and an opportunity to pay. Suspension must be proportionate. We will restore supplies promptly once the reason is resolved. Charges do not continue for suspended Services we do not provide, although conforming goods already supplied remain payable.

22.3 We may suspend immediately to the extent reasonably necessary to address a genuine safety risk, unlawful use or reasonably evidenced fraud affecting the Contract. We will explain the grounds as soon as lawfully possible, review the position promptly and restore supplies when the grounds cease. Suspicion alone does not automatically make future fees payable or justify permanent termination.

22.4 Consumers retain the right to end for our failure where the law provides it. Force majeure termination rights apply independently of this clause.

22.5 Termination does not remove rights or liabilities already accrued. You pay amounts properly due for supplies already made and any separate lawful cancellation charge. Future fees do not automatically become due merely because we terminate. We refund advance payments for supplies not made within 14 days, subject to amounts lawfully due, and explain any deduction.

22.6 Clauses intended to continue after termination, including confidentiality, accrued payment obligations, agreed intellectual-property rights, liability and dispute provisions, continue to the extent required by their purpose. A licence for a paid deliverable does not end solely because the Contract ends unless its agreed duration expires.

23 Notices and general provisions

23.1 Contractual notices should be sent to the email or postal address in clause 2, or to your latest contact details supplied to us. A notice is effective when received, except that a statutory Consumer cancellation communication is timely if sent before the relevant deadline. Email receipt does not require an acknowledgement; failed-delivery messages must be acted on reasonably. Notices concerning court proceedings must follow applicable procedural rules.

23.2 Relevant binding pre-contract statements and information remain part of the Contract as required by law.

23.3 A change to an existing Contract requires both parties' written agreement except for a specific lawful mechanism expressly set out in that Contract. Publication of revised website terms alone does not change an existing Contract. A later order may be subject to a different version supplied before acceptance.

23.4 A party may transfer a right to payment, but this does not reduce the other party's defences or rights. Transfer of our performance obligations requires your agreement, unless a transfer is expressly permitted by law and preserves your protections. We may subcontract performance while remaining responsible for it. Neither party may otherwise transfer the Contract without the other's consent.

23.5 If a provision is unenforceable, the rest of the Contract continues where it can reasonably do so. An unfair Consumer term is not rewritten against you simply to make it enforceable. A delay in exercising a right does not waive it.

23.6 No person other than the parties may enforce the Contract under the Contracts (Rights of Third Parties) Act 1999. This does not remove a third party's rights arising independently under other law. No partnership, agency or employment relationship is created by the Contract.

24 Complaints and governing law

24.1 Send complaints using clause 2. We will acknowledge within five Business Days and aim to provide a substantive response within 20 Business Days. If more time is reasonably needed, we will explain why and give an expected response date. These targets do not extend statutory remedy or refund deadlines.

24.2 When communicating the outcome, we will provide information about any ADR or other dispute-resolution arrangement available because we are required to participate by law or an applicable contractual commitment. We will also explain any voluntary arrangement we offer. You are not required by these Terms to use ADR before exercising a right to bring proceedings.

24.3 The Contract is governed by the law of England and Wales, subject to the mandatory protections and jurisdiction rules in clause 24.4.

24.4 Consumers may bring proceedings in any court available to them under applicable mandatory jurisdiction rules. If you live in Scotland or Northern Ireland, you may bring proceedings in the courts of that jurisdiction. This choice of law does not deprive a Consumer of mandatory protections of their country of habitual residence where those protections apply by law. We will bring proceedings against a Consumer only where the applicable rules permit.

Trade Purchase Terms and Conditions

Paragraph 2 Ltd trading as The Science of Scent

Version 1.1 | 13 October 2026

Based on the terms dated 12 October 2026

These Terms govern trade purchases of fragrance products, consumables and Equipment by Business Customers, together with any expressly agreed installation, development or other Services. Read them with your Order Confirmation and agreed specification or service schedule. Subscription and equipment hire arrangements are governed by separate terms.

1 Definitions and application

1.1 We, us, our and SOS mean Paragraph 2 Ltd trading as The Science of Scent. You and your mean the customer identified in the Order Confirmation.

1.2 Business Customer means a customer who is not a Consumer. Consumer means an individual acting for purposes wholly or mainly outside that individual's trade, business, craft or profession. These Terms apply only to trade purchases by Business Customers, including companies, sole traders and partnerships buying for their business. A description on an order form does not remove any Consumer rights that apply by law.

1.3 Products means the goods we agree to supply, including fragrance oils, cartridges, consumables and equipment sold to you. Equipment means diffusers, scenting systems and associated hardware. Services means the consultancy, fragrance development, installation, maintenance, support or other services expressly agreed in the Contract.

1.4 Order Confirmation means our written acceptance of your order, identifying the Products or Services, price and applicable schedules. Contract means that Order Confirmation, the agreed specification and schedules, and these Terms.

1.5 Written or in writing includes email. A reference to days means calendar days unless stated otherwise. Business Day means Monday to Friday excluding public holidays in England.

1.6 These Terms govern outright purchases of Products and any Services expressly agreed with those purchases. They do not govern Subscriptions or Equipment supplied on hire, loan, demonstration or trial. Such arrangements require separate applicable terms. We do not offer equipment hire to Consumers, sole traders, unincorporated partnerships or other unincorporated bodies under these Terms.

1.7 Nothing in these Terms removes or restricts rights or remedies that cannot lawfully be removed or restricted. These Terms do not govern Consumer purchases, which are subject to separate Consumer terms.

2 Our details and contact information

2.1 Paragraph 2 Ltd is a company registered in England and Wales with company number 14042548. Its registered office is 123 Hallgate, Cottingham, HU16 4DA. Our VAT registration number is GB 410352255.

2.2 Contact us about orders, support, complaints or cancellation at mark@thescienceofscent.co.uk or on 07848 452897. Written notices may also be sent to our registered office. We also accept notices sent to bel@thescienceofscent.co.uk and will route them appropriately. Returns should be sent to The Manor, Old Hollins Hill, Esholt BD17 7QS, unless we agree collection or another return address with you.

2.3 Our website is https://thescienceofscent.co.uk. Our Privacy Notice is available at https://thescienceofscent.co.uk/privacy-policy/, or from us on request.

3 How the contract is made

3.1 Quotations are valid for 30 days from issue unless they state another period. A quotation invites you to place an order and is not itself an acceptance. Any qualifications about availability, site conditions or scope must be stated in the quotation.

3.2 Your order is an offer to purchase on the terms supplied to you before you place it. We accept it only when we send an Order Confirmation. An automated order acknowledgement or request for payment is not acceptance unless it expressly says it is an Order Confirmation. We will not deliberately dispatch Products or start Services before acceptance.

3.3 If we cannot accept your order, we will tell you and refund any payment for it without undue delay and within 14 days. We will not accept an order at a different price or with materially different specifications without your agreement.

3.4 We will provide the Order Confirmation and applicable terms in an email, PDF or other form you can retain.

3.5 If Contract documents conflict, the following order applies: any individually agreed written variation; the Order Confirmation and attached specification or schedule; then these Terms. This order does not override rights or obligations which cannot lawfully be varied.

3.6 Your purchase-order terms do not form part of the Contract unless we expressly accept them in writing. Neither receipt of a purchase order nor delivery alone constitutes our acceptance of those terms.

3.7 Descriptions and agreed samples or models form part of the Contract where applicable. Images may illustrate Products, but any material difference will be disclosed before acceptance.

4 Quotations and changes to scope

4.1 Each quotation or specification will identify the Products or Services, relevant quantities, agreed performance requirements, exclusions and material assumptions. Before acceptance we may withdraw or revise a quotation, but we will notify you of the revision and seek a new order or express agreement.

4.2 After acceptance, neither party may change the scope, specification or price except through an agreed written variation or an express provision of the Contract. A variation must identify the change, additional or reduced price and effect on timing.

4.3 If unforeseen site conditions prevent the agreed work, we will explain the issue and propose any necessary change. We will not carry out chargeable additional work without your approval. If agreement cannot be reached, either party may end the affected work on reasonable notice. You pay for conforming work already supplied and any other amount properly due under the Contract, subject to your statutory rights; we refund advance payments for work not supplied, less any lawful agreed cancellation costs.

5 Prices and payment

5.1 Prices are in pounds sterling. Prices may exclude VAT only where clearly stated, in which case VAT is added at the applicable rate. Mandatory delivery, installation and other charges, or their calculation where they cannot reasonably be determined in advance, will be disclosed before your order.

5.2 The Order Confirmation states payment dates, deposits and any milestones. Unless it states otherwise, Business Customers pay invoices within 30 days of invoice.

5.3 A payment schedule first appearing on an invoice does not vary the agreed Contract. Additional optional charges require your express agreement. We do not charge prohibited payment-method surcharges.

5.4 Tell us promptly if you dispute an invoice, explaining the reason. Pay the undisputed part on time. We will investigate in good faith and will not treat an amount reasonably disputed because of our alleged non-performance as an automatic ground to terminate while the dispute is being investigated.

5.5 We may claim statutory interest and fixed compensation on qualifying overdue commercial debts under the Late Payment of Commercial Debts (Interest) Act 1998, together with additional reasonable recovery costs to the extent allowed by that legislation. We will not recover the same cost twice.

5.6 Suspension for non-payment is governed by clause 22. We will not withhold a statutory remedy for defective Products or Services merely because a separate invoice is unpaid.

6 Delivery and ownership of sold products

6.1 We deliver to the address agreed in the Order Confirmation. It will state any agreed delivery deadline and whether timing is essential. We will inform you promptly of a material delay and explain the available options.

6.2 Delivery dates are estimates unless expressly agreed as binding. If delivery is materially delayed, you may give us a reasonable additional period to deliver and end the undelivered part if we fail to do so. An estimate does not permit us to delay indefinitely or remove responsibility for a delay caused by our breach.

6.3 Risk in sold Products passes on physical delivery at the agreed delivery point unless the Order Confirmation expressly provides otherwise.

6.4 Ownership of sold Products passes when we receive full payment for those Products. This provision does not make payment of unrelated invoices a condition of ownership.

6.5 Until ownership passes, Business Customers must take reasonable care of the Products and, where reasonably practicable, keep them identifiable as ours. We may request return of identifiable unpaid Products following lawful termination. We have no right to enter premises without permission or other lawful authority. Any agreed permission to resell before payment must be recorded in the Order Confirmation.

6.6 If delivery fails because you provided an incorrect address or did not provide agreed access, we may recover reasonable direct storage or redelivery costs disclosed before the Contract or subsequently agreed. We will explain and evidence the charge. We do not charge for a failure caused by us or our carrier.

6.7 Please report missing items or visible transit damage promptly so that we can investigate. A failure to report within a short period does not remove statutory rights or valid claims for hidden defects. We will not substitute Products or make materially inconvenient partial deliveries without your agreement.

7 Installation and other services

7.1 We will perform Services with reasonable care and skill, using suitably competent personnel, in accordance with the agreed specification and timeframe. If no timeframe is agreed, we will perform within a reasonable time. We remain responsible for Services we subcontract.

7.2 You must provide agreed access, relevant site information, necessary permissions and facilities identified before acceptance, including suitable power, connectivity and HVAC access where required. Tell us about known hazards and restrictions affecting the work. Each party remains responsible for its own legal health and safety duties.

7.3 We will assess relevant installation conditions within our agreed scope and will not proceed where the installation would be unsafe. Any need for a specialist electrician, HVAC contractor or structural work must be identified and agreed. We will take reasonable care of your premises and make good damage caused by our failure to do so, subject to clause 20 for Business Customers.

7.4 An abortive-visit charge applies only where its amount or calculation was disclosed before acceptance and the visit failed for a reason within your reasonable control. It must reflect reasonable costs incurred, less costs saved or recovered. No charge applies for our fault.

7.5 Where relevant, we will commission the Equipment, demonstrate its operation and provide operating and maintenance instructions. Completion or acceptance testing will follow the criteria in the specification. Signing a completion record does not waive claims for defects or unfinished work.

8 Bespoke fragrance development

8.1 The project schedule must identify the brief, development stages, fees, samples, included revisions, approval criteria, production quantities, timing and agreed rights to use the formulation and branding.

8.2 We will perform development Services with reasonable care and skill. You must provide an accurate brief and timely feedback. We will obtain written approval of the final sample and production specification before production. Changes after approval require an agreed variation.

8.3 Approval records the agreed scent and specification. Ordinary differences in personal preference afterwards are not, by themselves, evidence of a defect. Approval does not remove our responsibility to supply safe, conforming Products matching the agreed specification and sample, allowing only expressly agreed tolerances.

8.4 Where bespoke fragrance development is expressly included, you may ask to cancel that project before completion. Any charge is limited to reasonable costs and work already supplied or irrevocably committed specifically for your project, together with reasonable net loss of profit directly caused by the cancellation where legally recoverable, less savings and recoveries. We will take reasonable steps to reduce the loss, provide evidence and limit the total charge to the agreed project price. Any stage deposit is a payment towards the price, not automatically forfeited. No cancellation charge applies to work ended because of our material breach. The same loss cannot be recovered twice.

8.5 Private-label and white-label manufacture requires a schedule allocating responsibility for specifications, artwork, packaging, safety information, traceability and regulatory roles. Contractual allocation does not remove a party's obligations imposed by law. No formulation ownership or exclusivity is granted unless expressly agreed under clause 16.

9 Product use and compatibility

9.1 We will provide instructions, relevant safety information and any material operating restrictions before supply, or before acceptance where they affect suitability or your purchasing decision. Use, installation, storage and maintenance must follow those instructions.

9.2 Any requirement for particular oils, cartridges, cleaners or consumables must identify the compatible materials and be supported by relevant technical or safety requirements. We will make approval information reasonably accessible.

9.3 Use of incompatible materials may cause damage. A warranty exclusion or repair charge on that basis applies only to the extent the incompatible use caused or contributed to the relevant fault. It does not remove remedies for an unrelated defect or our breach.

10 Operating conditions and maintenance

10.1 The applicable instructions or specification will identify recommended settings, operating hours, maintenance intervals and environmental limits. We will not rely on an undisclosed restriction to refuse a claim.

10.2 Tell us promptly about a fault and stop operating Equipment where continued use may be unsafe or cause further damage. We may reasonably inspect to identify the cause, but an inspection must not unnecessarily delay a remedy.

10.3 You are responsible for damage to the extent caused by failure to follow reasonable disclosed instructions, improper maintenance within your agreed responsibility, tampering or misuse. Normal operation within the agreed specification is not misuse merely because it is continuous or intensive.

11 Fragrance performance

11.1 Scent perception varies between individuals and with room size, airflow, occupancy, humidity, temperature and building operation. We do not promise universal personal preference or increased sales, dwell time, wellbeing or other commercial outcomes unless a specific lawful commitment is expressly included in the Contract.

11.2 These qualifications do not remove agreed coverage, equipment output, fragrance description, sample conformity, fitness-for-purpose or service commitments. Any measurable performance criteria and site assumptions must be recorded in the specification.

11.3 If you change the site or operating conditions materially, tell us so we can assess the effect and agree any changes needed. We are not responsible for a shortfall to the extent caused by those changes rather than our breach.

12 Safety and incidents

12.1 We remain responsible for applicable legal duties concerning the Products and Services we supply, including relevant safety, labelling, warnings and installation duties. We will provide safety data sheets and other hazard information where required by law.

12.2 You must follow disclosed safety instructions and assess site-specific conditions within your control. Business Customers remain responsible for their workplace risk assessments and duties towards employees, visitors and other users. Tell us before installation about relevant restrictions or requirements known to you.

12.3 Individuals may have sensitivities or allergies. If irritation or another adverse reaction occurs, stop use, ventilate where appropriate and follow the safety instructions. Seek suitable medical assistance where necessary. Notify us of a suspected product incident or defect so we can investigate.

12.4 If we identify a safety concern, we may request that use stops and arrange a reasonable inspection, corrective action or recall. We will explain the concern and bear costs for defects or failures for which we are responsible. Nothing in these Terms excludes liability simply because an injury involves an allergy or sensitivity.

13 Warranties and fault reporting

13.1 For Equipment sold by us, we provide a 12-month SOS commercial warranty from delivery against defects in materials or manufacture under proper use. We will repair or replace qualifying Equipment without charge for reasonable parts, labour or carriage. If neither remedy can be provided within a reasonable time, we will provide an appropriate refund. Any additional manufacturer's guarantee will be supplied with its guarantor details and conditions.

13.2 This warranty excludes a fault only to the extent caused by accident, misuse, neglect, unauthorised alterations or repairs, incompatible consumables, or environmental or electrical conditions outside the disclosed specification. It does not exclude inherent defects or our installation errors. Consumables remain subject to applicable quality and conformity obligations but are not warranted to last beyond their normal disclosed service life.

13.3 To claim, contact us under clause 2 with the order details, description of the fault and any reasonably available supporting information. We may request a reasonable inspection or return. Do not send unsafe or leaking items without contacting us for appropriate arrangements. We will provide the warranty details in a retainable form on request.

13.4 Applicable implied terms concerning goods and Services remain in force except to the extent lawfully limited by clause 20. Tell us promptly after discovering a defect and give us a reasonable opportunity to investigate and remedy it. This does not impose an arbitrary short deadline for hidden defects or make us the final judge of a dispute.

14 Trade cancellation and returns

14.1 There is no general statutory change-of-mind cancellation right. A discretionary return requires our written approval. Before you commit to the return, we will identify any reasonable carriage and restocking charge, which will not exceed 25% of the returned goods' price. This provision does not apply to remedies for goods that are defective, incorrectly supplied or otherwise in breach of the Contract. Bespoke-project cancellation is governed by clause 8. Cancellation of an accepted order otherwise requires our written agreement unless you have a right to end under the Contract or law.

15 Software and connected services

15.1 Before acceptance we will identify material connectivity requirements, known compatibility restrictions, additional app or cloud charges, essential third-party dependencies and the agreed support period. Where applicable, we will disclose the minimum security-update period and required product-security information.

15.2 Your responsibility is to provide the disclosed compatible network and devices within your control. Our responsibility is to supply the agreed functionality and perform Services with reasonable care and skill. A third-party dependency does not automatically relieve us of that responsibility.

15.3 We do not promise uninterrupted connectivity. We will give reasonable notice of planned maintenance and act reasonably to restore services within our responsibility. We are not responsible for failures caused solely by your network or device where we have met our obligations.

15.4 We will not withdraw an essential service during an agreed paid service term without providing an appropriate alternative or remedy. If withdrawal prevents the agreed use, you may end the affected part of the Contract and receive a refund for supplies not made. Claims for breach remain available.

15.5 Any applicable software licence or third-party terms must be identified and made available before acceptance. They cannot retrospectively remove our Contract obligations or mandatory legal protections.

16 Intellectual property

16.1 Each party retains ownership of intellectual property it owned before the Contract or develops independently. You retain rights in your branding, artwork and materials. Rights in third-party material remain with its owner.

16.2 Unless the project schedule expressly provides otherwise, we retain rights we own in our formulations, designs, materials and project developments. We do not claim ownership merely because an idea, material or brand is used in a project.

16.3 Once the agreed fees for the relevant deliverable are paid, we grant you a non-exclusive licence to use our rights embodied in that deliverable to the extent reasonably necessary for the purpose expressly agreed in the Contract. A private-label schedule must specifically permit the agreed sale and marketing of the supplied products. Rights to manufacture independently, access formulation details or obtain exclusivity require a separate written agreement.

16.4 Each party grants the other the limited permission needed to use its supplied materials to perform the Contract. No permission to use a customer logo for our own marketing is implied. We will obtain any third-party permissions needed for the rights we promise to grant.

16.5 Neither party may copy or commercially exploit the other's protected material beyond the agreed licence, or reverse engineer confidential formulations except where the law provides a right that cannot be restricted. This clause does not prohibit ordinary intended use, lawful resale of goods or mandatory statutory exceptions.

17 Confidentiality

17.1 Each party will protect the other's confidential information with reasonable care and use it only to perform or exercise rights under the Contract. Confidential information includes non-public business, technical and formulation information whose confidential nature is apparent or has been identified.

17.2 This obligation does not apply to information lawfully already known, independently developed, lawfully received from another source without restriction, or publicly available other than through a breach.

17.3 Disclosure is permitted to staff, contractors and professional advisers who need it and are subject to appropriate confidentiality duties, or where legally required. Where lawful, the disclosing party will give advance notice of a required disclosure and disclose only what is necessary.

17.4 On reasonable request after termination, each party will return or securely delete confidential material, except records lawfully required or reasonably retained for legal, insurance or compliance purposes, which remain protected. These duties continue for five years after termination and, for trade secrets, while the information retains that character.

18 Personal data

18.1 We process personal data in accordance with applicable data-protection legislation and our Privacy Notice. The notice explains purposes, legal bases, sharing, retention and individual rights. Acceptance of these Terms is not blanket consent to unrelated marketing or other processing.

18.2 Each party remains responsible for its own legal obligations. If we process personal data on a Business Customer's documented instructions as its processor, the parties must agree an appropriate data-processing schedule before that processing begins, covering the requirements of applicable law. Merely referring to a Privacy Notice does not replace that schedule.

18.3 Any material processing associated with Equipment telemetry, app accounts, remote access or third-party platforms will be described in the relevant privacy information and, where required, Contract schedule.

19 Photography and publicity

19.1 We may use installation photographs, customer names, branding or identifiable project case studies in our marketing only after obtaining your specific written approval of the material and proposed use. Approval of an installation or these Terms alone does not authorise publicity.

19.2 Each party must obtain any additional permissions or lawful basis needed for material it contributes. Your approval does not replace the rights of identifiable individuals or other rights holders. We will not publish confidential information or images revealing private premises or sensitive site details without the relevant specific permission.

19.3 Any agreed permission will identify its scope and duration. Withdrawal of data-protection consent, where consent is the applicable legal basis, is governed by the Privacy Notice and law. Other changes to agreed publicity permissions should be discussed promptly and reasonably.

20 Liability

20.1 Nothing in the Contract excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, liability under Part I of the Consumer Protection Act 1987, or any other liability which cannot lawfully be excluded or limited. This clause takes priority over every exclusion, limitation, cancellation charge and remedy provision.

20.2 Subject to clause 20.1, neither party is liable to the other for indirect or consequential loss. We also exclude loss of anticipated savings, opportunity or goodwill, whether direct or indirect. We do not exclude all direct loss of profit, revenue or business interruption solely because it falls within one of those descriptions; any recoverable direct loss remains subject to the caps below.

20.3 Subject to clause 20.1, our aggregate liability arising out of or in connection with the relevant Contract is limited to the greater of GBP 10,000 and 150% of the Contract Value defined below. Liability for physical damage to tangible property caused by our negligence is instead subject to a separate aggregate cap of the greater of GBP 100,000 and 150% of that Contract Value. The ordinary cap and the property-damage cap apply separately; the same loss cannot be recovered twice.

20.4 Contract Value means the total fees paid or payable for the relevant purchase Contract, excluding VAT. An unpaid invoice does not reduce Contract Value. Related claims arising from the same cause are treated as one event. A cap does not reset solely because a claim is made later.

20.5 The caps do not reduce our obligations to repay money that is not properly due, refund prepaid charges for supplies not made, or return your property. They do not cap your obligation to pay the agreed price for conforming supplies. Both parties must take reasonable steps to reduce recoverable losses.

21 Events beyond reasonable control

21.1 A party is not responsible for failure or delay to the extent caused by an event genuinely beyond its reasonable control which it could not reasonably prevent or overcome. Such events may include serious natural disasters, war, government restrictions or widespread utility failure. Ordinary cost increases, shortage of funds or a supplier's failure do not qualify merely because they occur; the underlying event must meet this test.

21.2 The affected party must notify the other promptly, explain the expected effect, take reasonable steps to reduce disruption and resume performance as soon as reasonably possible. Relief applies only to affected obligations and for the period of the unavoidable effect.

21.3 Charges for agreed Services which cannot be supplied because of such an event will be reduced fairly for the affected period. Payment for conforming supplies already made remains due.

21.4 Either party may end the affected part of the Contract if the disruption continues for 30 days, or sooner where an essential agreed deadline cannot be met or the law gives a right to end. We refund advance payments for supplies not made within 14 days, subject only to any lawful amount due for supplies already made.

22 Suspension and termination

22.1 Either party may end the affected Contract if the other commits a material breach and fails to remedy it within 14 days after written notice identifying the breach and required remedy. A material breach which cannot reasonably be remedied may justify immediate termination.

22.2 We may suspend only affected supplies for an undisputed overdue payment after giving at least 14 days' written notice and an opportunity to pay. Suspension must be proportionate. We will restore supplies promptly once the reason is resolved. Charges do not continue for suspended Services we do not provide, although conforming goods already supplied remain payable.

22.3 We may suspend immediately to the extent reasonably necessary to address a genuine safety risk, unlawful use or reasonably evidenced fraud affecting the Contract. We will explain the grounds as soon as lawfully possible, review the position promptly and restore supplies when the grounds cease. Suspicion alone does not automatically make future fees payable or justify permanent termination.

22.4 The force majeure termination rights in clause 21 apply independently of this clause.

22.5 Termination does not remove rights or liabilities already accrued. You pay amounts properly due for supplies already made and any separate lawful cancellation charge. Future fees do not automatically become due merely because we terminate. We refund advance payments for supplies not made within 14 days, subject to amounts lawfully due, and explain any deduction.

22.6 Clauses intended to continue after termination, including confidentiality, accrued payment obligations, agreed intellectual-property rights, liability and dispute provisions, continue to the extent required by their purpose. A licence for a paid deliverable does not end solely because the Contract ends unless its agreed duration expires.

23 Notices and general provisions

23.1 Contractual notices should be sent to the email or postal address in clause 2, or to your latest contact details supplied to us. A notice is effective when received. Email receipt does not require an acknowledgement; failed-delivery messages must be acted on reasonably. Notices concerning court proceedings must follow applicable procedural rules.

23.2 The Contract documents constitute the entire agreement concerning their subject matter and replace earlier proposals, but do not exclude liability for fraud or misrepresentation.

23.3 A change to an existing Contract requires both parties' written agreement except for a specific lawful mechanism expressly set out in that Contract. Publication of revised website terms alone does not change an existing Contract. A later order may be subject to a different version supplied before acceptance.

23.4 A party may transfer a right to payment, but this does not reduce the other party's defences or rights. Transfer of our performance obligations requires your agreement, unless a transfer is expressly permitted by law and preserves your protections. We may subcontract performance while remaining responsible for it. Neither party may otherwise transfer the Contract without the other's consent, which for Business Customers must not be unreasonably withheld or delayed.

23.5 If a provision is unenforceable, the rest of the Contract continues where it can reasonably do so. A delay in exercising a right does not waive it.

23.6 No person other than the parties may enforce the Contract under the Contracts (Rights of Third Parties) Act 1999. This does not remove a third party's rights arising independently under other law. No partnership, agency or employment relationship is created by the Contract.

24 Complaints and governing law

24.1 Send complaints using clause 2. We will acknowledge within five Business Days and aim to provide a substantive response within 20 Business Days. If more time is reasonably needed, we will explain why and give an expected response date. These targets do not extend statutory remedy or refund deadlines.

24.2 When communicating the outcome, we will provide information about any ADR or other dispute-resolution arrangement available because we are required to participate by law or an applicable contractual commitment. We will also explain any voluntary arrangement we offer. You are not required by these Terms to use ADR before exercising a right to bring proceedings.

24.3 The Contract is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Schedule 1 Purchase order details

The Order Confirmation and attached schedules must record the applicable details below before acceptance. Customer-specific prices, dates, deliverables and responsibilities must be expressly agreed and form part of the Contract.

S1.1 Order and customer. Order reference and confirmation date; applicable Terms version; customer legal name, legal form, address and notice contact.

S1.2 Products and payment. Products and quantities, Equipment model and specification, approved sample reference and agreed performance criteria; price and VAT treatment; delivery and installation charges; deposits, payment dates and milestones; any agreed permission to resell before payment.

S1.3 Delivery and installation. Delivery date or period and whether binding or essential; delivery and installation location, access and facilities; site assumptions, exclusions, customer responsibilities and any disclosed abortive-visit charge. Identify any separately agreed maintenance or servicing with its scope, price and timing.

S1.4 Bespoke and private label work. Where applicable, project brief, stages, fees, samples, included revisions, approvals, production quantities and timing; rights to use formulations and branding; any exclusivity; and allocation of specifications, artwork, packaging, safety information, traceability and regulatory roles.

S1.5 Connected services and other agreements. Where applicable, connectivity and compatibility requirements, app or cloud fees, third-party terms, support and security-update period; any required data-processing schedule; approved discretionary return charges; and individually agreed variations. Publicity requires separate specific written approval.

Trade Subscription Terms and Conditions

Paragraph 2 Ltd trading as The Science of Scent

Version 1.2 | 13 October 2026

Based on the terms dated 12 October 2026

These Terms govern trade Subscriptions for Business Customers, including fragrance supplies, any corporate Rental Equipment and Services expressly agreed in the Contract. Read them with your Order Confirmation and agreed specification or subscription schedule. Routine servicing is not included. Consumers purchase only and do not subscribe.

1 Definitions and application

1.1 We, us, our and SOS mean Paragraph 2 Ltd trading as The Science of Scent. You and your mean the customer identified in the Order Confirmation.

1.2 Business Customer means a customer who is not a Consumer. Consumer means an individual acting for purposes wholly or mainly outside that individual's trade, business, craft or profession. These Terms apply only to Business Customers taking a trade Subscription. Consumers purchase only and do not subscribe. A description on an order form does not remove any Consumer rights that apply by law.

1.3 Products means the goods we agree to supply, including fragrance oils, cartridges, consumables and equipment sold to you. Equipment means diffusers, scenting systems and associated hardware. Services means the consultancy, fragrance development, installation, maintenance, support or other services expressly agreed in the Contract.

1.4 Subscription means the agreed recurring trade supply arrangement, together with any Services expressly included in the Contract. Rental Equipment means Equipment supplied on hire, loan, demonstration or trial rather than sold. Order Confirmation means our written acceptance of your order, identifying the goods or Services, price and applicable schedules. Contract means that Order Confirmation, the agreed specification and schedules, and these Terms.

1.5 Written or in writing includes email. A reference to days means calendar days unless stated otherwise. Business Day means Monday to Friday excluding public holidays in England.

1.6 Clauses 8 and 9 concerning Rental Equipment apply under these Terms only where the hirer is a body corporate, such as a limited company. We do not offer equipment hire to Consumers, sole traders, unincorporated partnerships or other unincorporated bodies under these Terms. Such arrangements require a separately approved agreement and confirmation of the applicable regulatory requirements before acceptance. A Business Customer who is not a body corporate may take a Subscription solely for consumables or Services under these Terms, using equipment it owns. Outright equipment purchases may be agreed separately or expressly included in the Subscription Contract. A Subscription that includes Rental Equipment may be accepted under these Terms only where the hirer is a body corporate.

1.7 Nothing in these Terms removes or restricts rights or remedies that cannot lawfully be removed or restricted. These Terms do not govern Consumer purchases or standalone trade purchases outside a Subscription. Products sold and Services expressly agreed as part of a Subscription are covered by these Terms.

2 Our details and contact information

2.1 Paragraph 2 Ltd is a company registered in England and Wales with company number 14042548. Its registered office is 123 Hallgate, Cottingham, HU16 4DA. Our VAT registration number is GB 410352255.

2.2 Contact us about orders, support, complaints or cancellation at mark@thescienceofscent.co.uk or on 07848 452897. Written notices may also be sent to our registered office. We also accept notices sent to bel@thescienceofscent.co.uk and will route them appropriately. Returns should be sent to The Manor, Old Hollins Hill, Esholt BD17 7QS, unless we agree collection or another return address with you.

2.3 Our website is https://thescienceofscent.co.uk. Our Privacy Notice is available at https://thescienceofscent.co.uk/privacy-policy/, or from us on request.

3 How the contract is made

3.1 Quotations are valid for 30 days from issue unless they state another period. A quotation invites you to place an order and is not itself an acceptance. Any qualifications about availability, site conditions or scope must be stated in the quotation.

3.2 Your order is an offer to purchase on the terms supplied to you before you place it. We accept it only when we send an Order Confirmation. An automated order acknowledgement or request for payment is not acceptance unless it expressly says it is an Order Confirmation. We will not deliberately dispatch Products or start Services before acceptance.

3.3 If we cannot accept your order, we will tell you and refund any payment for it without undue delay and within 14 days. We will not accept an order at a different price or with materially different specifications without your agreement.

3.4 We will provide the Order Confirmation and applicable terms in an email, PDF or other form you can retain.

3.5 If Contract documents conflict, the following order applies: any individually agreed written variation; the Order Confirmation and attached specification or schedule; then these Terms. This order does not override rights or obligations which cannot lawfully be varied.

3.6 Your purchase-order terms do not form part of the Contract unless we expressly accept them in writing. Neither receipt of a purchase order nor delivery alone constitutes our acceptance of those terms.

3.7 Descriptions and agreed samples or models form part of the Contract where applicable. Images may illustrate Products, but any material difference will be disclosed before acceptance.

4 Quotations and changes to scope

4.1 Each quotation or specification will identify the Products or Services, relevant quantities, agreed performance requirements, exclusions and material assumptions. Before acceptance we may withdraw or revise a quotation, but we will notify you of the revision and seek a new order or express agreement.

4.2 After acceptance, neither party may change the scope, specification or price except through an agreed written variation or an express provision of the Contract. A variation must identify the change, additional or reduced price and effect on timing.

4.3 If unforeseen site conditions prevent the agreed work, we will explain the issue and propose any necessary change. We will not carry out chargeable additional work without your approval. If agreement cannot be reached, either party may end the affected work on reasonable notice. You pay for conforming work already supplied and any other amount properly due under the Contract, subject to your statutory rights; we refund advance payments for work not supplied, less any lawful agreed cancellation costs.

5 Prices and payment

5.1 Prices are in pounds sterling. Prices may exclude VAT only where clearly stated, in which case VAT is added at the applicable rate. Mandatory delivery, installation and other charges, or their calculation where they cannot reasonably be determined in advance, will be disclosed before your order.

5.2 The Order Confirmation states payment dates, deposits and any milestones. Unless it states otherwise, you pay invoices within 30 days of invoice. Subscription charges are payable monthly in advance unless another billing period is agreed.

5.3 A payment schedule first appearing on an invoice does not vary the agreed Contract. Additional optional charges require your express agreement. We do not charge prohibited payment-method surcharges.

5.4 Tell us promptly if you dispute an invoice, explaining the reason. Pay the undisputed part on time. We will investigate in good faith and will not treat an amount reasonably disputed because of our alleged non-performance as an automatic ground to terminate while the dispute is being investigated.

5.5 We may claim statutory interest and fixed compensation on qualifying overdue commercial debts under the Late Payment of Commercial Debts (Interest) Act 1998, together with additional reasonable recovery costs to the extent allowed by that legislation. We will not recover the same cost twice.

5.6 Suspension for non-payment is governed by clause 24. We will not withhold a statutory remedy for defective Products or Services merely because a separate invoice is unpaid.

6 Delivery and ownership of sold products

6.1 We deliver to the address agreed in the Order Confirmation. It will state any agreed delivery deadline and whether timing is essential. We will inform you promptly of a material delay and explain the available options.

6.2 Delivery dates are estimates unless expressly agreed as binding. If delivery is materially delayed, you may give us a reasonable additional period to deliver and end the undelivered part if we fail to do so. An estimate does not permit us to delay indefinitely or remove responsibility for a delay caused by our breach.

6.3 For sold Products, risk passes on physical delivery at the agreed delivery point unless the Order Confirmation expressly provides otherwise. Rental Equipment remains subject to clauses 8 and 9.

6.4 Ownership of sold Products passes when we receive full payment for those Products. This provision does not make payment of unrelated invoices a condition of ownership.

6.5 Until ownership passes, Business Customers must take reasonable care of the Products and, where reasonably practicable, keep them identifiable as ours. We may request return of identifiable unpaid Products following lawful termination. We have no right to enter premises without permission or other lawful authority. Any agreed permission to resell before payment must be recorded in the Order Confirmation.

6.6 If delivery fails because you provided an incorrect address or did not provide agreed access, we may recover reasonable direct storage or redelivery costs disclosed before the Contract or subsequently agreed. We will explain and evidence the charge. We do not charge for a failure caused by us or our carrier.

6.7 Please report missing items or visible transit damage promptly so that we can investigate. A failure to report within a short period does not remove statutory rights or valid claims for hidden defects. We will not substitute Products or make materially inconvenient partial deliveries without your agreement.

7 Installation and other services

7.1 We will perform Services with reasonable care and skill, using suitably competent personnel, in accordance with the agreed specification and timeframe. If no timeframe is agreed, we will perform within a reasonable time. We remain responsible for Services we subcontract.

7.2 You must provide agreed access, relevant site information, necessary permissions and facilities identified before acceptance, including suitable power, connectivity and HVAC access where required. Tell us about known hazards and restrictions affecting the work. Each party remains responsible for its own legal health and safety duties.

7.3 We will assess relevant installation conditions within our agreed scope and will not proceed where the installation would be unsafe. Any need for a specialist electrician, HVAC contractor or structural work must be identified and agreed. We will take reasonable care of your premises and make good damage caused by our failure to do so, subject to clause 22 for Business Customers.

7.4 An abortive-visit charge applies only where its amount or calculation was disclosed before acceptance and the visit failed for a reason within your reasonable control. It must reflect reasonable costs incurred, less costs saved or recovered. No charge applies for our fault.

7.5 Where relevant, we will commission the Equipment, demonstrate its operation and provide operating and maintenance instructions. Completion or acceptance testing will follow the criteria in the specification. Signing a completion record does not waive claims for defects or unfinished work.

8 Subscriptions and corporate equipment rental

8.1 The Order Confirmation or subscription schedule must identify the start date, fee, billing interval, goods and Services included, any Rental Equipment, fault support scope and any minimum term. Routine servicing is not included in the Subscription. Any separately purchased servicing must be expressly agreed in writing with its scope, price and timing. Unless a fixed term is expressly agreed, the Subscription continues monthly and either party may end it on 30 days' notice.

8.2 A fixed term ends on its stated date unless you expressly agree continuation. It does not automatically renew into a new fixed term. An agreed monthly continuation may be ended under clause 8.1. We will send a reminder at least 30 days before a fixed term ends, or at its start if the term is shorter than 30 days.

8.3 You may give notice by email or post using clause 2, or through any cancellation facility we provide. We will acknowledge notice within five Business Days and state the termination date. Acknowledgement is not a condition of valid notice.

8.4 Subscription charges stop on the effective termination date. An unpaid invoice, equipment return or our inspection does not postpone that date. We refund prepaid charges attributable to the period after termination within 14 days, subject to any separately identified lawful amount due. Instalments for goods already delivered remain payable where applicable.

8.5 For a rolling Subscription only, we may change the recurring fee no more than once in any 12-month period, on at least 60 days' written notice specifying the amount, reason and effective date. You may end the Subscription before that date on 30 days' notice without an early-exit charge. Fixed-term fees remain fixed unless a specific adjustment formula was expressly agreed before acceptance.

8.6 You may end an agreed fixed-term Subscription early by giving 30 days' notice and paying our reasonable net loss directly resulting from that early termination. We must take reasonable steps to reduce the loss, deduct costs saved and amounts recovered, and provide a breakdown. The charge cannot exceed the unpaid fees for the remaining fixed term. It does not apply where you end because of our material breach or another express termination right.

8.7 Rental Equipment remains our property. You must keep it reasonably secure, use it within the agreed instructions and promptly report faults, loss or damage. You must not sell, charge, sublet, relocate or modify it without written agreement. Reasonable access for agreed fault support or separately agreed servicing must be arranged with you in advance.

8.8 You are responsible for loss or damage caused by your failure to take reasonable care, misuse, or the acts of persons you permit to use the Equipment. You are not responsible for fair wear and tear, inherent defects, our fault or damage occurring while we or our appointed carrier have custody. Agreed insurance responsibilities must be recorded in the rental schedule.

8.9 Routine servicing is not included in the Subscription. You must carry out the routine care and maintenance allocated to you in the disclosed instructions and agreed schedule. We will repair or replace Rental Equipment faults for which you are not responsible within a reasonable time. Any separately agreed servicing and fault support must be identified in the schedule. If a fault materially prevents use, recurring rental and associated service charges are reduced fairly for the period of lost use. This does not remove other remedies for our breach.

8.10 On termination you must make Rental Equipment available for an agreed collection or return it within 14 days. The schedule must identify responsibility for dismantling, carriage and return costs. If it does not, we arrange and pay for reasonable collection. We inspect within 10 Business Days of receipt and notify you of any proposed charge with evidence.

8.11 For damage for which you are responsible, a charge must reflect reasonable repair costs or, if repair is uneconomic, reasonable replacement value allowing for age and condition, less salvage and insurance recoveries. We will not recover both the full replacement value and continuing rent for the same period or loss.

8.12 If you wrongfully retain Equipment after the return deadline, we may recover reasonable, evidenced loss caused by that retention, taking steps to reduce it. This is separate from Subscription fees and does not permit entry to premises without lawful authority. Disputed equipment charges do not extend the Subscription.

9 Trials and demonstrations

9.1 Any corporate equipment trial or demonstration must have a written schedule identifying duration, equipment, condition, trial fees or deposit, permitted use, return arrangements and any consumables charge. Clause 8 applies to its care and return unless the schedule gives you more favourable terms.

9.2 A trial does not convert into a paid Subscription or purchase unless you expressly agree the paid arrangement and its price. Silence or failure to return Equipment does not constitute that agreement.

9.3 We refund a trial deposit within 14 days after return, less an evidenced amount properly due for loss or damage under clause 8. We will explain any deduction within that period. We do not charge for ordinary cleaning or fair wear resulting from proper trial use.

10 Bespoke fragrance development

10.1 The project schedule must identify the brief, development stages, fees, samples, included revisions, approval criteria, production quantities, timing and agreed rights to use the formulation and branding.

10.2 We will perform development Services with reasonable care and skill. You must provide an accurate brief and timely feedback. We will obtain written approval of the final sample and production specification before production. Changes after approval require an agreed variation.

10.3 Approval records the agreed scent and specification. Ordinary differences in personal preference afterwards are not, by themselves, evidence of a defect. Approval does not remove our responsibility to supply safe, conforming Products matching the agreed specification and sample, allowing only expressly agreed tolerances.

10.4 Where bespoke fragrance development is expressly included, you may ask to cancel that project before completion. Any charge is limited to reasonable costs and work already supplied or irrevocably committed specifically for your project, together with reasonable net loss of profit directly caused by the cancellation where legally recoverable, less savings and recoveries. We will take reasonable steps to reduce the loss, provide evidence and limit the total charge to the agreed project price. Any stage deposit is a payment towards the price, not automatically forfeited. No cancellation charge applies to work ended because of our material breach. Subscription cancellation is governed by clause 8; the same loss cannot be recovered twice.

10.5 Private-label and white-label manufacture requires a schedule allocating responsibility for specifications, artwork, packaging, safety information, traceability and regulatory roles. Contractual allocation does not remove a party's obligations imposed by law. No formulation ownership or exclusivity is granted unless expressly agreed under clause 18.

11 Product use and compatibility

11.1 We will provide instructions, relevant safety information and any material operating restrictions before supply, or before acceptance where they affect suitability or your purchasing decision. Use, installation, storage and maintenance must follow those instructions.

11.2 Any requirement for particular oils, cartridges, cleaners or consumables must identify the compatible materials and be supported by relevant technical or safety requirements. We will make approval information reasonably accessible.

11.3 Use of incompatible materials may cause damage. A warranty exclusion or repair charge on that basis applies only to the extent the incompatible use caused or contributed to the relevant fault. It does not remove remedies for an unrelated defect or our breach.

11.4 If an agreed Rental Equipment schedule requires SOS consumables, it must identify that requirement and their price or pricing arrangement before acceptance.

12 Operating conditions and maintenance

12.1 The applicable instructions or specification will identify recommended settings, operating hours, maintenance intervals and environmental limits. We will not rely on an undisclosed restriction to refuse a claim.

12.2 Tell us promptly about a fault and stop operating Equipment where continued use may be unsafe or cause further damage. We may reasonably inspect to identify the cause, but an inspection must not unnecessarily delay a remedy.

12.3 You are responsible for damage to the extent caused by failure to follow reasonable disclosed instructions, improper maintenance within your agreed responsibility, tampering or misuse. Normal operation within the agreed specification is not misuse merely because it is continuous or intensive.

13 Fragrance performance

13.1 Scent perception varies between individuals and with room size, airflow, occupancy, humidity, temperature and building operation. We do not promise universal personal preference or increased sales, dwell time, wellbeing or other commercial outcomes unless a specific lawful commitment is expressly included in the Contract.

13.2 These qualifications do not remove agreed coverage, equipment output, fragrance description, sample conformity, fitness-for-purpose or service commitments. Any measurable performance criteria and site assumptions must be recorded in the specification.

13.3 If you change the site or operating conditions materially, tell us so we can assess the effect and agree any changes needed. We are not responsible for a shortfall to the extent caused by those changes rather than our breach.

14 Safety and incidents

14.1 We remain responsible for applicable legal duties concerning the Products and Services we supply, including relevant safety, labelling, warnings and installation duties. We will provide safety data sheets and other hazard information where required by law.

14.2 You must follow disclosed safety instructions and assess site-specific conditions within your control. Business Customers remain responsible for their workplace risk assessments and duties towards employees, visitors and other users. Tell us before installation about relevant restrictions or requirements known to you.

14.3 Individuals may have sensitivities or allergies. If irritation or another adverse reaction occurs, stop use, ventilate where appropriate and follow the safety instructions. Seek suitable medical assistance where necessary. Notify us of a suspected product incident or defect so we can investigate.

14.4 If we identify a safety concern, we may request that use stops and arrange a reasonable inspection, corrective action or recall. We will explain the concern and bear costs for defects or failures for which we are responsible. Nothing in these Terms excludes liability simply because an injury involves an allergy or sensitivity.

15 Warranties and fault reporting

15.1 For Equipment sold by us, we provide a 12-month SOS commercial warranty from delivery against defects in materials or manufacture under proper use. We will repair or replace qualifying Equipment without charge for reasonable parts, labour or carriage. If neither remedy can be provided within a reasonable time, we will provide an appropriate refund. Any additional manufacturer's guarantee will be supplied with its guarantor details and conditions.

15.2 This warranty excludes a fault only to the extent caused by accident, misuse, neglect, unauthorised alterations or repairs, incompatible consumables, or environmental or electrical conditions outside the disclosed specification. It does not exclude inherent defects or our installation errors. Consumables remain subject to applicable quality and conformity obligations but are not warranted to last beyond their normal disclosed service life.

15.3 To claim, contact us under clause 2 with the order details, description of the fault and any reasonably available supporting information. We may request a reasonable inspection or return. Do not send unsafe or leaking items without contacting us for appropriate arrangements. We will provide the warranty details in a retainable form on request.

15.4 Applicable implied terms concerning goods and Services remain in force except to the extent lawfully limited by clause 22. Tell us promptly after discovering a defect and give us a reasonable opportunity to investigate and remedy it. This does not impose an arbitrary short deadline for hidden defects or make us the final judge of a dispute.

16 Trade returns

16.1 There is no general statutory change-of-mind cancellation right. A discretionary return requires our written approval. Before you commit to the return, we will identify any reasonable carriage and restocking charge, which will not exceed 25% of the returned goods' price. This provision does not apply to remedies for goods that are defective, incorrectly supplied or otherwise in breach of the Contract. Bespoke-project and Subscription cancellation are governed by clauses 10 and 8 respectively.

17 Software and connected services

17.1 Before acceptance we will identify material connectivity requirements, known compatibility restrictions, additional app or cloud charges, essential third-party dependencies and the agreed support period. Where applicable, we will disclose the minimum security-update period and required product-security information.

17.2 Your responsibility is to provide the disclosed compatible network and devices within your control. Our responsibility is to supply the agreed functionality and perform Services with reasonable care and skill. A third-party dependency does not automatically relieve us of that responsibility.

17.3 We do not promise uninterrupted connectivity. We will give reasonable notice of planned maintenance and act reasonably to restore services within our responsibility. We are not responsible for failures caused solely by your network or device where we have met our obligations.

17.4 We will not withdraw an essential service during an agreed paid service term without providing an appropriate alternative or remedy. If withdrawal prevents the agreed use, you may end the affected Subscription and receive a refund for the unused period. Claims for breach remain available.

17.5 Any applicable software licence or third-party terms must be identified and made available before acceptance. They cannot retrospectively remove our Contract obligations or mandatory legal protections.

18 Intellectual property

18.1 Each party retains ownership of intellectual property it owned before the Contract or develops independently. You retain rights in your branding, artwork and materials. Rights in third-party material remain with its owner.

18.2 Unless the project schedule expressly provides otherwise, we retain rights we own in our formulations, designs, materials and project developments. We do not claim ownership merely because an idea, material or brand is used in a project.

18.3 Once the agreed fees for the relevant deliverable are paid, we grant you a non-exclusive licence to use our rights embodied in that deliverable to the extent reasonably necessary for the purpose expressly agreed in the Contract. A private-label schedule must specifically permit the agreed sale and marketing of the supplied products. Rights to manufacture independently, access formulation details or obtain exclusivity require a separate written agreement.

18.4 Each party grants the other the limited permission needed to use its supplied materials to perform the Contract. No permission to use a customer logo for our own marketing is implied. We will obtain any third-party permissions needed for the rights we promise to grant.

18.5 Neither party may copy or commercially exploit the other's protected material beyond the agreed licence, or reverse engineer confidential formulations except where the law provides a right that cannot be restricted. This clause does not prohibit ordinary intended use, lawful resale of goods or mandatory statutory exceptions.

19 Confidentiality

19.1 Each party will protect the other's confidential information with reasonable care and use it only to perform or exercise rights under the Contract. Confidential information includes non-public business, technical and formulation information whose confidential nature is apparent or has been identified.

19.2 This obligation does not apply to information lawfully already known, independently developed, lawfully received from another source without restriction, or publicly available other than through a breach.

19.3 Disclosure is permitted to staff, contractors and professional advisers who need it and are subject to appropriate confidentiality duties, or where legally required. Where lawful, the disclosing party will give advance notice of a required disclosure and disclose only what is necessary.

19.4 On reasonable request after termination, each party will return or securely delete confidential material, except records lawfully required or reasonably retained for legal, insurance or compliance purposes, which remain protected. These duties continue for five years after termination and, for trade secrets, while the information retains that character.

20 Personal data

20.1 We process personal data in accordance with applicable data-protection legislation and our Privacy Notice. The notice explains purposes, legal bases, sharing, retention and individual rights. Acceptance of these Terms is not blanket consent to unrelated marketing or other processing.

20.2 Each party remains responsible for its own legal obligations. If we process personal data on a Business Customer's documented instructions as its processor, the parties must agree an appropriate data-processing schedule before that processing begins, covering the requirements of applicable law. Merely referring to a Privacy Notice does not replace that schedule.

20.3 Any material processing associated with Equipment telemetry, app accounts, remote access or third-party platforms will be described in the relevant privacy information and, where required, Contract schedule.

21 Photography and publicity

21.1 We may use installation photographs, customer names, branding or identifiable project case studies in our marketing only after obtaining your specific written approval of the material and proposed use. Approval of an installation or these Terms alone does not authorise publicity.

21.2 Each party must obtain any additional permissions or lawful basis needed for material it contributes. Your approval does not replace the rights of identifiable individuals or other rights holders. We will not publish confidential information or images revealing private premises or sensitive site details without the relevant specific permission.

21.3 Any agreed permission will identify its scope and duration. Withdrawal of data-protection consent, where consent is the applicable legal basis, is governed by the Privacy Notice and law. Other changes to agreed publicity permissions should be discussed promptly and reasonably.

22 Liability

22.1 Nothing in the Contract excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, liability under Part I of the Consumer Protection Act 1987, or any other liability which cannot lawfully be excluded or limited. This clause takes priority over every exclusion, limitation, cancellation charge and remedy provision.

22.2 Subject to clause 22.1, neither party is liable to the other for indirect or consequential loss. We also exclude loss of anticipated savings, opportunity or goodwill, whether direct or indirect. We do not exclude all direct loss of profit, revenue or business interruption solely because it falls within one of those descriptions; any recoverable direct loss remains subject to the caps below.

22.3 Subject to clause 22.1, our aggregate liability arising out of or in connection with the relevant Contract is limited to the greater of GBP 10,000 and 150% of the Contract Value defined below. Liability for physical damage to tangible property caused by our negligence is instead subject to a separate aggregate cap of the greater of GBP 100,000 and 150% of that Contract Value. The ordinary cap and the property-damage cap apply separately; the same loss cannot be recovered twice.

22.4 Contract Value means the total fees paid or payable for the relevant one-off Contract, excluding VAT. For a recurring Contract it means fees paid or payable for the 12 months immediately before the event giving rise to the claim; where the event occurs during the first

12 months, it means fees paid or payable for those first 12 months based on the agreed recurring scope. An unpaid invoice does not reduce Contract Value. Related claims arising from the same cause are treated as one event. A cap does not reset solely because a claim is made later.

22.5 The caps do not reduce our obligations to repay money that is not properly due, refund prepaid charges for supplies not made, or return your property. They do not cap your obligation to pay the agreed price for conforming supplies. Both parties must take reasonable steps to reduce recoverable losses.

23 Events beyond reasonable control

23.1 A party is not responsible for failure or delay to the extent caused by an event genuinely beyond its reasonable control which it could not reasonably prevent or overcome. Such events may include serious natural disasters, war, government restrictions or widespread utility failure. Ordinary cost increases, shortage of funds or a supplier's failure do not qualify merely because they occur; the underlying event must meet this test.

23.2 The affected party must notify the other promptly, explain the expected effect, take reasonable steps to reduce disruption and resume performance as soon as reasonably possible. Relief applies only to affected obligations and for the period of the unavoidable effect.

23.3 Charges for recurring Services or rental which cannot be supplied or used because of such an event will be reduced fairly for the affected period. Payment for conforming supplies already made remains due.

23.4 Either party may end the affected part of the Contract if the disruption continues for 30 days, or sooner where an essential agreed deadline cannot be met or the law gives a right to end. We refund advance payments for supplies not made within 14 days, subject only to any lawful amount due for supplies already made.

24 Suspension and termination

24.1 Either party may end the affected Contract if the other commits a material breach and fails to remedy it within 14 days after written notice identifying the breach and required remedy. A material breach which cannot reasonably be remedied may justify immediate termination.

24.2 We may suspend only affected supplies for an undisputed overdue payment after giving at least 14 days' written notice and an opportunity to pay. Suspension must be proportionate. We will restore supplies promptly once the reason is resolved. Charges do not continue for suspended Services we do not provide, although conforming goods already supplied remain payable.

24.3 We may suspend immediately to the extent reasonably necessary to address a genuine safety risk, unlawful use or reasonably evidenced fraud affecting the Contract. We will explain the grounds as soon as lawfully possible, review the position promptly and restore supplies when the grounds cease. Suspicion alone does not automatically make future fees payable or justify permanent termination.

24.4 Subscription notice rights and force majeure termination rights apply independently of this clause.

24.5 Termination does not remove rights or liabilities already accrued. You pay amounts properly due for supplies already made and any separate lawful cancellation charge. Future fees do not automatically become due merely because we terminate. We refund advance payments for supplies not made within 14 days, subject to amounts lawfully due, and explain any deduction. Equipment return is governed by clause 8.

24.6 Clauses intended to continue after termination, including confidentiality, accrued payment obligations, agreed intellectual-property rights, liability and dispute provisions, continue to the extent required by their purpose. A licence for a paid deliverable does not end solely because the Contract ends unless its agreed duration expires.

25 Notices and general provisions

25.1 Contractual notices should be sent to the email or postal address in clause 2, or to your latest contact details supplied to us. A notice is effective when received. Email receipt does not require an acknowledgement; failed-delivery messages must be acted on reasonably. Notices concerning court proceedings must follow applicable procedural rules.

25.2 The Contract documents constitute the entire agreement concerning their subject matter and replace earlier proposals, but do not exclude liability for fraud or misrepresentation.

25.3 A change to an existing Contract requires both parties' written agreement except for a specific lawful mechanism expressly set out in that Contract. Publication of revised website terms alone does not change an existing Contract. A later order may be subject to a different version supplied before acceptance.

25.4 A party may transfer a right to payment, but this does not reduce the other party's defences or rights. Transfer of our performance obligations requires your agreement, unless a transfer is expressly permitted by law and preserves your protections. We may subcontract performance while remaining responsible for it. Neither party may otherwise transfer the Contract without the other's consent, which for Business Customers must not be unreasonably withheld or delayed.

25.5 If a provision is unenforceable, the rest of the Contract continues where it can reasonably do so. A delay in exercising a right does not waive it.

25.6 No person other than the parties may enforce the Contract under the Contracts (Rights of Third Parties) Act 1999. This does not remove a third party's rights arising independently under other law. No partnership, agency or employment relationship is created by the Contract.

26 Complaints and governing law

26.1 Send complaints using clause 2. We will acknowledge within five Business Days and aim to provide a substantive response within 20 Business Days. If more time is reasonably needed, we will explain why and give an expected response date. These targets do not extend statutory remedy or refund deadlines.

26.2 When communicating the outcome, we will provide information about any ADR or other dispute-resolution arrangement available because we are required to participate by law or an applicable contractual commitment. We will also explain any voluntary arrangement we offer. You are not required by these Terms to use ADR before exercising a right to bring proceedings.

26.3 The Contract is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Schedule 1 Subscription order details

The Order Confirmation and attached schedule must record the applicable details below before acceptance. The schedule forms part of the Contract; customer-specific prices, dates and responsibilities must be expressly agreed.

S1.1 Order and customer. Order reference and confirmation date; applicable Terms version; customer legal name, legal form, address and notice contact. For any Rental Equipment, identify the body corporate that is the hirer.

S1.2 Subscription and payment. Start date, fee, VAT treatment, billing interval, payment dates, deposits, included Products and quantities, included Services, any fixed-term end date or rolling notice arrangement, and any expressly agreed monthly continuation. Any fixed-term adjustment formula must be expressly agreed before acceptance.

S1.3 Supply and site. Delivery and installation charges; delivery date or period and whether binding or essential; site location, access and facilities; specification, sample reference, performance criteria, site assumptions, scope exclusions and any disclosed abortive-visit charge.

S1.4 Corporate Rental Equipment. Equipment description, serial numbers, condition and agreed value; compatible consumables and any SOS-only supply requirement with prices or pricing arrangement; fault support; customer routine care; insurance responsibilities; dismantling, collection, carriage and return costs. Routine servicing is excluded from the Subscription; identify any separately purchased servicing and its price and scope.

S1.5 Other applicable schedules. Any corporate trial duration, fees, deposit and return arrangements; bespoke brief, stages, revision allowance, approvals and production quantities; licences, exclusivity and private-label responsibilities; connectivity, compatibility, app fees, support and security-update period; any required data-processing schedule; and individually agreed variations. Publicity permission requires separate specific written approval.