Terms of Service

1. 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 at account.capsules.com (the "Portal", and together with the Site, the "Services").

The Services are operated by CAPSULES DIRECT LTD, a company registered in England and Wales under company number 17362490, with its registered office at Rowood House, 26 Murdock Road, Bicester, Oxfordshire, OX26 4PP, United Kingdom ("Capsules", "we", "us", "our"). Capsules.com is a trading name of CAPSULES DIRECT LTD.

We supply empty two-piece HPMC and gelatin capsules to trade customers. We do not manufacture, sell or supply finished medicines, supplements or other consumer products.

Customers in the United States are supplied by CAPSULES DIRECT LTD from the United Kingdom. There is currently no separate US operating company. If that changes, we will update these Terms and identify the new contracting entity.

2. Accepting these Terms

By accessing or using the Services you confirm that you have read, understood and agree to be bound by these Terms. If you are using the Services on behalf of a business or other organization, you confirm that you have authority to bind that organization, and "you" in these Terms refers to that organization as well as to you personally.

These Terms incorporate our Privacy Policy, Cookie Policy and Acceptable Use Policy by reference. If you do not agree to these Terms, you must not use the Services.

3. A business-to-business service

The Services are intended exclusively for business and trade customers, such as manufacturers, contract packers, fillers, formulators and brand owners. By using the Services you confirm that you are acting in the course of a business or profession and not as a consumer, and you acknowledge that consumer protection laws that apply to consumer purchases do not apply to your use of the Services or to any purchase from us.

4. Trade account application and approval

Access to the Portal, to customer-specific pricing and to ordering functionality requires an approved trade account. You must complete our application with accurate, current and complete business information and keep that information up to date.

We review every application. We may carry out identity, business, credit, sanctions and regulatory checks, and we may ask for supporting documents. Approval is at our discretion, and we may approve, decline or withdraw an application without giving reasons.

5. Accounts, login security and company-level access

Trade accounts are held at company level. Individual authorized users sit beneath the company account and may be given different roles and levels of access (for example ordering, billing or quality document access). You are responsible for deciding who at your organization is an authorized user and for the acts and omissions of each of them as if they were your own.

You are responsible for keeping your login credentials, sign-in links and single sign-on access confidential, and for all activity under your account. You must notify us immediately at security@capsules.com if you know or suspect that your credentials have been compromised or that your account has been accessed without authority.

6. Catalog, pricing and no binding offer

Product information, specifications, catalog listings and pricing shown through the Services are provided for information and as an indication only. They do not constitute an offer capable of acceptance.

Prices are indicative, are exclusive of VAT, sales and use taxes, duties, import charges and delivery charges unless expressly stated otherwise, and may change without notice. Responsibility for duties and import charges on shipments to the United States is set out in the Conditions of Sale. Availability is subject to stock and lead times and is not guaranteed.

7. Orders and the Conditions of Sale

Submitting an order request through the Portal or otherwise is an invitation to us to supply and does not by itself create a binding contract. A contract for the supply of products is formed only when we accept your order by written order acknowledgment or confirmation, or by dispatching the products, whichever is earlier. We may decline, cancel or vary any order request, for example where products are unavailable or where a pricing or specification error has occurred.

Every supply of products by us is governed by our Conditions of Sale. The Conditions of Sale deal with price, payment terms, delivery, risk, title, product warranties, returns, product liability and related matters. If there is any conflict between these Terms and the Conditions of Sale in relation to the supply of products, the Conditions of Sale prevail.

8. Invoicing, payment and card data

Invoices are issued in accordance with the Conditions of Sale and any credit terms we have agreed with you in writing. Where payment is made by card, it is processed through a hosted payment page provided by our payment provider. We do not collect, process or store your full payment card details ourselves. You are responsible for ensuring that invoices are paid in full and on time, and we may suspend Portal access or credit facilities where any amount is overdue.

9. 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.

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services and to download and print documents made available to your account for your organization's internal business purposes only. You must not alter any document we provide (including any certificate of analysis or specification), remove any notice from it, or present it in a way that is misleading as to its source or content.

10. Acceptable use

You must use the Services only for lawful business purposes and in accordance with our Acceptable Use Policy. In particular you must not use the Services in breach of any applicable law, attempt to access any part of the Services or any account you are not authorized to access, introduce malware or harmful code, scrape or systematically extract data, or transmit unlawful or misleading material.

11. AI-assisted features

Parts of the Services may use artificial intelligence. This includes automated assistants that answer questions, help you find product and account information, submit and track support requests, and help process inquiries and orders, as well as automated tools we use behind the scenes to administer accounts and respond to customers. Where you are interacting with an automated assistant rather than a member of our team, we will say so.

Responses generated by an automated assistant are produced without human review at the time they are given and may be incomplete or inaccurate. They are provided for general information only. They are not advice, and they are not a binding statement of price, specification, availability, lead time or regulatory status. A contract for the supply of products is formed only as set out in clause 7, and nothing an automated assistant says or does creates one. Where a response matters to a purchasing, quality or regulatory decision, confirm it with us in writing.

Please include in any conversation with an automated assistant only the information needed for your request. Information you provide is handled as described in our Privacy Policy. We may review conversations to check quality, resolve issues and improve the Services, and we may use de-identified, aggregated information derived from them to train and improve our systems. We do not use the contents of your conversations to train models in a form that identifies you or your organization.

You must not attempt to manipulate an automated assistant, to extract or alter its underlying instructions, or to use it to generate unlawful, infringing or misleading material. Clauses 13 and 14 apply to content generated by automated assistants and to any loss arising from reliance on it.

12. Product information, certificates and regulatory responsibility

Information made available through the Services about our products, including specifications, technical data, certificates of analysis, regulatory documents and guidance, is provided in good faith. Except as expressly set out in the Conditions of Sale, it is provided without warranty as to completeness, accuracy or fitness for any particular purpose.

You are responsible for satisfying yourself that our products are suitable for your intended use, application and end product, and 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 authorizations in every territory in which you operate.

13. 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, express or implied, relating to the Services and the information made available through them, including any implied terms of satisfactory quality and fitness for a particular purpose. We do not warrant that the Services will be uninterrupted, error-free, secure or free from viruses.

Product warranties are dealt with exclusively in the Conditions of Sale.

14. Limitation of liability

Nothing in these Terms limits or excludes our 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 by 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 any indirect or consequential loss arising out of or in connection with your use of the Services.

Subject to the two paragraphs above, our total aggregate liability to you arising out of or in connection with these Terms and your use of the Services, in any twelve-month period, shall not exceed £1,000.

Liability in connection with the supply of products is governed by the Conditions of Sale and not by this clause.

15. 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 your breach of these Terms, your misuse of the Services, or any claim relating to your use of our products or any finished product you manufacture, market or supply, except to the extent caused by our breach of the Conditions of Sale.

We will notify you of any such claim, will not settle it without your consent (not to be unreasonably withheld) and will give you reasonable cooperation in its defense at your cost.

16. Confidentiality

Through the Portal you may have access to information that is not public, including customer-specific pricing, account terms, documents and other commercially sensitive information ("Confidential Information"). You agree to keep 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 for those purposes. These obligations continue after your access to the Services ends. They do not apply to information that is public other than through your breach, or that you are required to disclose by law.

17. Suspension and termination of access

We may suspend or terminate your access to all or part of the Services, or any authorized user's access, where you breach these Terms or the Acceptable Use Policy, where we reasonably suspect fraud or a security risk, where any amount owed to us is overdue, or where we are required to do so by law. We may also withdraw or change all or part of the Services, or close inactive or unapproved accounts, for business or operational reasons.

Termination of Portal access does not by itself terminate any contract for the supply of products, which is governed by the Conditions of Sale, and does not affect any rights or obligations that have already accrued. Clauses 9, 11, 12, 13, 14, 15, 16, 19 and 20 survive termination.

18. Changes to these Terms and the Services

We may amend these Terms from time to time to reflect changes in the Services, our business, or legal or regulatory requirements. The version published on the Site at the time you use the Services is the version that applies. Where a change is material we will take reasonable steps to bring it to the attention of account administrators. Your continued use of the Services after a change takes effect constitutes acceptance of the amended Terms.

19. 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 of these Terms is found to be invalid or unenforceable, the remaining provisions continue in full force. We may transfer our rights and obligations under these Terms to another organization; you may not transfer yours without our prior written consent. No failure or delay by us in exercising any right is a waiver of it. Except for our group companies, officers, employees and agents under clause 15, no third party has any right to enforce these Terms.

20. 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 England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

If you are located in the United States, you acknowledge that you are contracting with a company in England and Wales and you agree to this choice of law and jurisdiction.

21. Contact

CAPSULES DIRECT LTD
Rowood House, 26 Murdock Road, Bicester, Oxfordshire, OX26 4PP, United Kingdom
Company number 17362490
VAT number GB530725510
General inquiries: sales@capsules.com
Account security: security@capsules.com
Data protection: privacy@capsules.com
Telephone: (816) 445-0042