Terms of Service

Introduction and Who We Are

These Terms of Service (the "Terms") govern your access to and use of the Capsules.com website (the "Site") and the private customer portal (the "Portal"), together referred to as the "Services". The Site provides information about our products and business; the Portal provides approved trade customers with account-specific catalogue, pricing, ordering, invoicing, document and order-tracking functionality.

The Services are operated by Capsules UK Ltd, a company registered in England and Wales ("Capsules", "we", "us" or "our"). Our registered company number is [PLACEHOLDER: company registration number] and our registered office is at [PLACEHOLDER: registered office address]. We are registered with the Information Commissioner's Office under registration number [PLACEHOLDER: ICO registration number]. You can contact us at [PLACEHOLDER: general contact email].

We supply empty two-piece HPMC (hypromellose) and gelatin capsules as a packaging and excipient product to trade customers. We do not manufacture, sell or supply finished medicines, supplements or other consumer products. Our intention is to launch in the United Kingdom and later expand to the United States and other territories; where we operate through a separate legal entity in another territory, additional or different terms may apply and will be made available on the relevant regional site.

Acceptance of These Terms

By accessing or using the Services you confirm that you accept these Terms and that you agree to comply with them. If you are using the Services on behalf of a business or other organisation, you confirm that you have authority to bind that organisation, and references to "you" mean both you and that organisation.

If you do not agree to these Terms, you must not access or use the Services. We recommend that you print or save a copy of these Terms for your records.

These Terms should be read together with our Privacy Policy, our Cookie Policy and our Acceptable Use Policy, each of which is incorporated into these Terms by reference. Where you place orders or enter into a supply relationship with us, our separate Conditions of Sale / Supply Agreement will also apply as set out in the "Orders and Conditions of Sale" section below.

A Business-to-Business Trade Service

The Services are intended exclusively for business and trade customers, such as manufacturers, contract packers, fillers, formulators and brand owners purchasing empty capsules in trade quantities (for example by the full box, pallet or container). The Services are not directed at, and are not intended for, consumers or members of the general public, and we do not make consumer sales.

By using the Services you confirm that you are acting in the course of a business or profession and not as a consumer. You acknowledge that, because you are not contracting as a consumer, certain consumer-protection rights and remedies under UK law (including under the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013) do not apply to your use of the Services or to any purchases you make from us.

We reserve the right to require evidence of your business status and to decline to provide the Services, or any trade account, to any person or organisation at our discretion, including where we are not satisfied that the applicant is a genuine trade customer.

Trade Account Application and Approval

Access to the Portal, to indicative customer pricing and to ordering functionality requires an approved trade account. To apply, you must complete our trade application and provide accurate, current and complete information about your business and the individuals who will use the account.

All applications are subject to review and approval by us. We may, at our discretion, carry out checks (which may include identity, business, credit, sanctions and regulatory checks) and may request further information or documentation before approving an application. Approval is not guaranteed, and we may approve, decline or withdraw an application without giving reasons.

• the information you provide is accurate, complete and not misleading, and you will keep it up to date;
• you are authorised to apply for a trade account on behalf of the business named in the application;
• the business intends to purchase our products for legitimate trade or commercial purposes; and
• you accept that approval, account terms, credit terms and pricing are granted at our discretion and may be varied, suspended or withdrawn.

Where credit or account terms are offered, these are subject to our separate Conditions of Sale and any credit application or agreement, and may be subject to ongoing review.

Accounts, Login Security and Company-Level Access

Trade accounts are held at the level of a company or organisation (a "Company Account"). Individual users ("Authorised Users") are added beneath a Company Account and may be granted different roles and levels of access, such as buyer, finance, quality/technical or company administrator. The named Company Account holder is responsible for managing its Authorised Users and the access granted to them.

Authorised Users may be able to view information relating to the Company Account as a whole, and not only their own individual activity, depending on the role assigned to them. You are responsible for ensuring that access rights are appropriate and that only authorised individuals are given access. You must tell us promptly when an Authorised User should no longer have access (for example, when they leave your organisation).

Access to the Portal currently uses email-based sign-in (such as a magic link) and may in future support single sign-on via third-party identity providers. You are responsible for maintaining the confidentiality of your login credentials and access links and for all activity that occurs under your account. You must not share credentials, and you must notify us immediately at [PLACEHOLDER: security/contact email] if you suspect any unauthorised access or security breach.

We may suspend, restrict or terminate access to any account or user where we reasonably believe these Terms have been breached, where there is a security or fraud risk, or as otherwise set out in the "Suspension and Termination" section below.

Catalogue, Pricing and No Binding Offer

Product information, specifications, catalogue listings and any pricing shown in the Portal are provided for general information and as an indication only. They are made available to assist approved trade customers and do not constitute an offer capable of acceptance, a quotation, or a binding commitment by us to supply at any particular price, in any particular quantity, or at all.

All prices shown in the Portal are indicative, are exclusive of VAT and any other applicable taxes, duties and delivery charges unless expressly stated otherwise, and may change without notice. Customer-specific pricing, where shown, reflects current indicative terms and does not guarantee that the same price will apply to any future order. Availability of products is not guaranteed and is subject to stock and lead times.

We make reasonable efforts to keep catalogue and pricing information accurate, but we do not warrant that it is complete, current or free from error. In the event of any discrepancy, the price and details confirmed by us in writing in an order acknowledgement or invoice, in accordance with our Conditions of Sale, will prevail.

Orders, Order Requests and Conditions of Sale

The Portal allows approved customers to submit order requests and to repeat previous orders. Submitting an order request through the Portal is an invitation to us to supply and does not by itself create a binding contract. No contract for the supply of products comes into existence until we accept the order request, which we may do by issuing a written order acknowledgement, order confirmation, or by despatching the products, as set out in our Conditions of Sale.

We may decline, cancel or vary any order request, for example where products are unavailable, where pricing or specification details were incorrect, where credit or account checks are not satisfied, or where supply would breach applicable law, export controls or sanctions.

All purchases of products from us are governed by our separate Conditions of Sale / Standard Conditions of Supply (the "Supply Agreement") [PLACEHOLDER: reference, version and link to the applicable Conditions of Sale]. The Supply Agreement governs matters including pricing, payment, delivery, title and risk, returns, product warranties and remedies relating to the products themselves. In the event of any conflict between these Terms and the Supply Agreement in relation to the supply of products, the Supply Agreement will prevail to the extent of the conflict.

Invoicing, Payment and Card Data

Invoices for products supplied are issued in accordance with our Conditions of Sale and any agreed account or credit terms. Invoices and related documents may be made available to you through the Portal. Pro forma customers may be required to pay before products are released for fulfilment; account customers may order on approved terms.

Where payment is made online, it is processed through hosted invoice or quote payment links generated by our accounting or payment provider. Payment is subject to the terms and privacy practices of that provider. We do not collect, process or store your full payment card details ourselves; card data is handled by the relevant payment provider in their secure environment.

You are responsible for ensuring that invoices are paid in full and on time in accordance with the applicable terms. We may suspend access, fulfilment or the provision of credit where amounts are overdue, as further set out in our Conditions of Sale.

Intellectual Property

All intellectual property rights in the Services and in the content made available through them, including text, graphics, logos, product images, specifications, document templates, software, layout and design, are owned by us or our licensors and are protected by intellectual property laws. The "Capsules.com" name, our logos and brand features are our trade marks or those of our group and may not be used without our prior written permission.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services and their content for your internal business purposes in connection with your trade relationship with us. This licence does not permit you to copy, reproduce, republish, distribute, sell, licence, or commercially exploit any part of the Services or content except as expressly permitted, or as reasonably necessary to use the Services as intended.

Documents we make available to you through the Portal (such as certificates of analysis, specifications and regulatory documents) are provided for your internal compliance and quality purposes in connection with products supplied by us. You must not alter such documents or present them in a misleading way.

Acceptable Use

You must use the Services only for lawful business purposes and in accordance with our Acceptable Use Policy [PLACEHOLDER: link to Acceptable Use Policy], which forms part of these Terms. You agree not to misuse the Services, interfere with their operation or security, attempt to gain unauthorised access, or use them in any way that is unlawful, fraudulent or harmful.

• use the Services in breach of any applicable law, regulation, sanctions regime or export control;
• access, or attempt to access, accounts, data or areas of the Services that you are not authorised to use;
• introduce viruses, malware or other harmful code, or attempt to probe, scan or test the vulnerability of the Services;
• scrape, harvest or systematically extract data or content except as expressly permitted; or
• use the Services to transmit unlawful, infringing, defamatory or misleading material.

We may investigate suspected breaches and may suspend or terminate access where we reasonably believe the Acceptable Use Policy or these Terms have been breached.

Product Information, COAs and Regulatory Responsibility

Information made available through the Services about our products, including specifications, technical data, certificates of analysis (COAs), regulatory documents and guidance, is provided in good faith and for general information. While we take care to ensure such information is accurate, it is provided without warranty as to completeness, accuracy or fitness for any particular purpose, except as expressly set out in our Conditions of Sale.

You are responsible for satisfying yourself that the products are suitable and fit for your intended use, application and end product, and for carrying out your own assessment, testing and validation. This includes determining compatibility with your formulation, filling equipment, processes and storage conditions. We supply empty capsules only and have no knowledge of or control over the substances you fill into them or the finished products you manufacture.

You are solely responsible for ensuring that your use of the products, and the finished products you manufacture, market or supply, comply with all applicable laws, regulations, standards and authorisations in each territory in which you operate or sell, including any food, pharmaceutical, medical device, supplement, labelling, safety and quality requirements. Nothing in the Services constitutes regulatory, legal, medical or professional advice, and you should obtain your own advice where appropriate.

Warranties and Disclaimers

The Services and their content are provided on an "as is" and "as available" basis. To the fullest extent permitted by law, we exclude all representations, warranties, conditions and other terms (whether express or implied by statute, common law or otherwise) in relation to the Services and the information made available through them, including any implied warranties of satisfactory quality, fitness for a particular purpose and non-infringement, in each case in relation to the Services themselves.

We do not warrant that the Services will be uninterrupted, error-free, secure or free from viruses or other harmful components, or that defects will be corrected. We may suspend, withdraw, restrict or change all or any part of the Services for business or operational reasons, and will try to give reasonable notice of any planned suspension where practicable.

This section relates to your use of the Site and Portal. Warranties relating to the products themselves are dealt with exclusively in our Conditions of Sale.

Limitation of Liability

Nothing in these Terms limits or excludes our liability where it would be unlawful to do so, including liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded under applicable law.

Subject to the paragraph above, and because you are a business customer, we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, loss of business, loss of revenue, loss of anticipated savings, loss of goodwill, business interruption, loss or corruption of data, or for any indirect, special or consequential loss, in each case arising out of or in connection with your use of (or inability to use) the Services.

Subject to the first paragraph of this section, our total aggregate liability arising out of or in connection with these Terms and your use of the Services (and excluding liability under the Conditions of Sale, which is dealt with there) shall not exceed [PLACEHOLDER: liability cap, e.g. a specified sum or sums paid to us in the preceding 12 months]. Our liability in connection with the supply of products is governed separately by our Conditions of Sale.

Indemnity

You agree to indemnify and hold us, our group companies and our officers, employees and agents harmless from and against all liabilities, losses, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) your breach of these Terms, the Acceptable Use Policy or any applicable law; (b) your misuse of the Services; and (c) any claim relating to your use of the products, your finished products, or your regulatory non-compliance, to the extent not caused by our breach of the Conditions of Sale.

We will notify you of any claim to which this indemnity may apply and will not settle any such claim without your consent (not to be unreasonably withheld or delayed), and you will cooperate with us in the defence of any such claim as we may reasonably require.

Confidentiality

Through the Portal you may have access to non-public information, including customer-specific pricing, account terms, documents and other commercially sensitive information ("Confidential Information"). You agree to keep all such Confidential Information confidential, to use it only for the purposes of your trade relationship with us, and not to disclose it to any third party except to your personnel who need to know it and who are bound by equivalent obligations of confidentiality.

This obligation does not apply to information that is or becomes public other than through your breach, that you can show you already lawfully held, or that you are required to disclose by law or a regulatory authority (in which case you will, where lawful, give us reasonable prior notice). These confidentiality obligations continue after your access to the Services ends.

Suspension and Termination of Access

We may suspend, restrict or terminate your access to the Services or any account, in whole or in part, with or without notice, where: you breach these Terms, the Acceptable Use Policy or the Conditions of Sale; we reasonably suspect fraud, a security risk or unauthorised use; amounts owed to us are overdue; or we are required to do so by law or to protect our legitimate business interests.

We may also withdraw or discontinue all or part of the Services, or close inactive or unapproved accounts, for business or operational reasons. Where reasonably practicable and lawful, we will give you reasonable notice.

Termination or suspension of access does not affect any rights, remedies, obligations or liabilities that have accrued up to the date of termination, nor any provision intended to survive (including those relating to intellectual property, confidentiality, indemnity, limitation of liability and governing law). Termination of Portal access does not by itself terminate any contract for the supply of products, which is governed by the Conditions of Sale.

Changes to These Terms and the Services

We may amend these Terms from time to time, for example to reflect changes in our Services, our business, or legal or regulatory requirements. The version in force is the version published on the Site at the time you use the Services. We will indicate the date these Terms were last updated, and where changes are material we will take reasonable steps to bring them to your attention.

Your continued use of the Services after any change takes effect constitutes acceptance of the amended Terms. If you do not agree to the amended Terms, you must stop using the Services. We may also update, improve or change the Services, and the content and functionality available, at any time.

General

These Terms, together with the documents referred to in them, constitute the entire agreement between you and us in relation to your use of the Services. If any provision is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

We may transfer or assign our rights and obligations under these Terms to another organisation, including in connection with a reorganisation or sale of our business. You may not transfer or assign your rights or obligations without our prior written consent. No failure or delay by us in exercising any right under these Terms operates as a waiver of that right.

A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of their terms, except that our group companies, officers, employees and agents may rely on the provisions that benefit them.

Governing Law and Jurisdiction

These Terms, their subject matter and their formation (and any non-contractual disputes or claims arising out of or in connection with them) are governed by and construed in accordance with the laws of England and Wales.

You and we agree that the courts of [PLACEHOLDER: governing-law venue, e.g. England and Wales] shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter. Where we operate through a separate legal entity in another territory in future, different governing law and jurisdiction terms may apply to use of the relevant regional site, as stated on that site.

How to Contact Us

If you have any questions about these Terms or the Services, you can contact us at [PLACEHOLDER: general contact email], or by post at Capsules UK Ltd, [PLACEHOLDER: registered office / correspondence address]. For data protection enquiries, please see our Privacy Policy and contact [PLACEHOLDER: data protection / DPO contact email].

These Terms were last updated on [PLACEHOLDER: last updated date].

Important notice: this document is placeholder content prepared as a starting point and must be reviewed and approved by a suitably qualified legal professional before publication. It does not constitute legal advice.