terms & conditions

Use of the Website

Welcome to our Canadian site for www.charlottetilbury.com/ca (the “Website”). References to “we”, “us” and/or “our” throughout the Website”) is to Charlotte Tilbury Beauty Canada Inc (“CTBC”).

The use of the Website is governed by these terms and conditions (“Terms of Use”). These Terms of Use should be read alongside, and are in addition to, our Privacy Policy, our Cookies Policy and our terms and conditions of sale accessible online (“Terms of Sale”).

Please read these Terms of Use carefully and print a copy for your future reference. By using the Website, you agree that you have read, understood and agree to these Terms of Use, the Privacy Policy, the Cookies Policy and the Terms of Sale (each as amended from time to time). If you do not agree to these Terms of Use, you must stop using the Website immediately.

About Us

CTBC (referred to in these Terms of Sale as “CTBC”, “we”, or “us”) is a company registered in Canada, whose registered number is 926227-0 and whose registered address is at 199 Bay Street, Suite 5300 Commerce Court West, Toronto ON M5L 1B9.

Should you have any questions about these Terms of Use or wish to contact us for any reason, please use the Contact Us section on the Website.

Your use of the Website

You agree to use the Website only for lawful purposes and in a way which does not infringe the rights of any anyone else or restrict or inhibit anyone else's use and enjoyment of the Website.

You are permitted to download and print content from the Website solely for your own personal use. Website content, including without limitation, all information, data, products, materials, services, software applications and tools, digital avatars, design elements, text, images, photographs, illustrations, audio and video contents, artwork and graphics contained therein or otherwise made available to you in connection therewith (collectively, the “Content”), must not be copied or reproduced, used or otherwise dealt with for any other reason. You are not entitled to modify or redistribute the Content or reproduce, link, frame or deep-link it on any other website without our express written permission. You are not entitled to use the content of the Website for commercial exploitation in any circumstances.

Your Account

In order to use certain features of the Website, you must register for an account (“Account”). You must be over the age of majority in your jurisdiction of residence at which an individual can enter into a legal contract to register for an Account. You are solely responsible for ensuring that the use of the Website in accordance with the Terms of Use in your jurisdiction of residence is permitted by law or regulation. If such use is not permitted by law, we prohibit all access to and use of the Website.

As part of the registration process, you will be required to provide us with certain information, such as your name, email address, country of residence and a password that is unique to the Account. You may also be required to provide us with payment and banking information to facilitate payments from your Account. You agree that you will provide accurate, current and complete information about yourself and promptly update all information in your Account to ensure that your Account is accurate, current and complete. You may update or change your Account settings at any time. You are not permitted to transfer or sell your Account to any other person.

You are responsible for maintaining the confidentiality of your password. You must notify us if you become aware of a potential breach of security, such as the unauthorized disclosure of your password. You acknowledge and agree that we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with the unauthorized use of your Account.

You have the right to close your Account at any time once all obligations associated with the Account have been completed.

Ordering products

You acknowledge and agree that, in addition to these Terms of Use, the Terms of Sale apply to any transaction you make through the Website. By entering any transaction through the Website, you agree that you have read, understood and agree to our Terms of Sale (including as amended from time to time).

Intellectual property rights

CTBC and its Affiliates (defined below) are the owners or licensees of all present and future copyright, registered and unregistered trademarks, design rights, unregistered designs, database rights and all other present and future intellectual property rights and rights in the nature of intellectual property rights around the world existing in or in relation to the Website (\"IPR\"). An affiliate is any entity that directly or indirectly controls, is controlled by, or is under common control with another entity (Affiliates).

Any avatar animation including but not limited to avatar characters, backgrounds, props, specific animations, movements and voice performances are CTBL and/or its Affiliates IPR.

Unless you have agreed otherwise in writing with CTBC or any of its Affiliates, nothing in these Terms of Use gives you a right to use any of the Content, CTBC’s or any it’s Affiliates’ trademarks or other IPR of CTBC or any of its Affiliates. You may not assign or transfer any of the Contents and you may not grant a license to use or access the Website to any party.

You are permitted to use the Content only as expressly authorised by us.

You acknowledge and agree that the material and Content contained on this Website is made available for your personal non-commercial use only and that you may download such material and Content onto only one device for such purpose. Any other use of any material and Content of the Website is strictly prohibited. You agree not to (and agree not to assist or facilitate any third party to) copy, reproduce, transmit, publish, display, distribute, commercially exploit or create derivative works of such material and Content.

If you print off, copy or download any part of our site in breach of these Terms of Use, your right to use our Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. We also reserve the right to take legal action against you if we deem necessary and reserve all rights in this regard.

You are not permitted to use any of our intellectual property (including our registered or unregistered trademarks and/or copyright) without our prior written approval. This can be requested by contacting us (refer to the Contact Us section for more details).

User Content

Whenever you post content, such as a product review, to our Website you must comply with the provisions set out below.

You may only use this Website for lawful purposes. You must ensure that any comment that you intend to post or upload to our Website or provide to us via this Website:

• Does not contravene any applicable laws or contravene any person's legal rights (such as, by way of example only, a duty of confidence) or promote, advocate or assist any illegal activity (such as, by way of example only, copyright infringement or computer misuse);
• Is not indecent or obscene, does not contain any sexually explicit material and does not promote or refer to sexual activity;
• Is not abusive, offensive, hateful, threatening or inflammatory, is respectful of other people’s privacy and is not likely to harass, upset, embarrass, alarm, deceive, inconvenience or annoy anyone;
• Does not promote violence;

• Is not used to impersonate anyone or to misrepresent identity or affiliation with any person or organisation;
• Is not libellous or defamatory;

• Does not promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
• Does not infringe any copyright, database right or trademarks of any person;
• Does not give the impression that it emanates from us (unless that is in fact the case);
• Is accurate (where it contains statements); and
• Only contains opinions if they are genuinely held (and which must not breach any of the other requirements as to content).

You hereby acknowledge and agree that you are solely responsible for the form, content and accuracy of any comments that you post on the Website and that you will indemnify us and keep us indemnified for any breach of this clause. This means that you will be responsible for any loss or damage we suffer as a result of anything you upload or post to our Website that does not comply with these Terms of Use. We reserve the right to remove material from the Website at any time without notice. We have the right to disclose your identity and other relevant information to law enforcement authorities where it is reasonable for the purposes of investigating a contravention of a law that has been, is being or is about to be committed. We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded to our Website by you constitutes a violation of their intellectual property rights or of their right to privacy. Your right to use this Website will cease immediately if you breach any of the provisions of this clause. Any content you post or upload to our Website will be considered non-confidential and non-proprietary and we have the right to use, copy, distribute and disclose to third parties any such content for any purpose.

It is out policy not to accept or consider creative ideas, proposals or submissions via the Website, so please do not submit them or otherwise post them on our Website.

Limitation of Liability

Some provinces and territories do not provide exclusion of limitation of liability for all types of damages (including the province of Quebec). In those provinces, we will only be liable to you for damages that we are expressly required to be liable to you under applicable law. In any other case, you expressly understand and agree that we will not be liable to you for any special, indirect, incidental, consequential or economic loss howsoever caused arising out of or in connection with your use of the Website and these Terms of Use.

The limitations on our liability to you in this section shall apply whether or not we have been advised of or should have been aware of the possibility of any such losses arising.

Warranty Disclaimer

Some Provinces and Territories do not allow for the exclusion of warranties (including the province of Quebec).In these provinces and territories, you have only the warranties that are expressly required to be provided in accordance with applicable law.

In all other provinces and territories, except as expressly provided herein, your use of the Website is provided to you “as is” and “as available”. We expressly disclaim all other representations, warranties and conditions, express or implied, including, without limitation, any representation, warranty or condition of merchantability, fitness for a particular purpose, title, or non-infringement, or any warranty arising from a course of dealing, performance, or trade usage. Your sole and exclusive remedy, and our sole obligation to you or any third party for any claim arising out of your use of the Website, is that you are free to discontinue your use of the Website at any time.

Information transmitted via this Website will pass over public telecommunications networks. We make no representation or warranty that the operation of this Website will be uninterrupted or error free and disclaim all liability in respect thereof.

Any material and information presented by CTBC on the Website or with any products sold through the Website is intended to be used for informational purposes only. Any statements and products are not intended to diagnose, treat, cure or prevent any condition or disease. All products should be used strictly in accordance with their instructions, precautions and guidelines. You should always check the ingredients for products to avoid potential allergic reactions. Use of the Website is not meant to serve as a substitute for professional medical advice. Please consult with your own physician or health care practitioner regarding the use of any goods, products or information received from the Website before using or relying on them. Your physician or health care practitioner should address any and all medical questions, concerns and decisions regarding the possible treatment of any medical condition. CTBC does not give or intend to give any answers to medical related questions and the Website is not a substitute for any medical professional or medical resource. CTBC does not represent itself as a physician nor is this implied.

Third Party Links

This Website may contain links to other websites. We accept no responsibility or liability for any material supplied by or contained on any third party website which is linked from or to this Website.

Privacy and Personal Information

We will not sell, distribute or lease your personal data to third parties. However, we may share your personal data with third parties where we have your consent to do so (as per our Privacy Policy and Cookies Policy) or are required by law to do so.

Termination and Suspension

We reserve the right to suspend your use of the Website or your Account at any time for operational, regulatory, legal or any other reason as we deem necessary. We may terminate your use of the Website or your Account with immediate effect if you breach any of these Terms of Use.

We do not guarantee that our Website, or any content on it will always be available or be uninterrupted.

Amendments to these Terms of Use

We may update or amend these Terms of Use from time to time to comply with law or to meet our changing business requirements without notice to you. Any updates or amendments will be posted on the Website. By continuing to use the Website, you agree to be bound by the terms of these updates and amendments.

Further key terms

If any of these Terms of Use are found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the rest of these Terms of Use shall remain in full force and effect.

Only you and we shall be entitled to enforce these Terms of Use. No third party shall be a beneficiary of or entitled to enforce any of these Terms of Use.

These Terms of Use set out the entire agreement between you and us and supersede any and all prior terms, conditions, warranties and/or representations to the fullest extent permitted by law, which relate to the use of the Website. Any delay or failure by us to exercise any right we may have under these Terms of Use shall not constitute a waiver by us of that right.

These Terms of Use are governed by and construed under the laws of the Province of Ontario. In the event of any matter or dispute arising out of or in connection with these Terms of Use, you and we shall submit to the exclusive jurisdiction of the courts of the Province of Ontario.

The parties confirm that it is their wish that these Terms of Use and any other documents delivered or given pursuant to these Terms of Use, including notices, have been and shall be in the English language only. Les parties aux présents confirment leur volonté que cette convention de même tous les documents, y compris tous avis, s'y rattachant, soient rédigés en anglais seulement.

Last Revised: December 2018

These are the subscription terms and conditions (“Terms”) on which Charlotte Tilbury Beauty Canada Inc., 2600-160 Elgin Street, Ottawa, Ontario, Canada K1P 1C3, (“we” or “us”) supply specific products available for subscription listed on our website www.charlottetilbury.com/ca (the “Site”) to you via our subscription ordering facility (“Subscription Service”).

Please read these Terms carefully before setting up any Subscription Service. By signing up to the Subscription Service you will be deemed to have accepted and be bound by these Terms. These Terms prevail in the event of any conflict or inconsistency with any other communications, including advertising or promotional materials. Please also note that the use of the Site is subject to the terms contained in the Site Terms and Conditions of Use, which apply whether or not you set up the Subscription Service. THESE TERMS INCLUDE A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER. THIS PROVISION AFFECTS YOUR RIGHTS TO RESOLVE DISPUTES WITH CHARLOTTE TILBURY BEAUTY INC. AND YOU SHOULD REVIEW IT CAREFULLY.

How to order Products with the Subscription Service • When you have found a Product on the Website that you would like to buy with a Subscription Service, please click on the button labelled "Subscribe + Save 15%”. • You can then decide how regularly you would like your chosen Product to be delivered to you under the Subscription Service. The Product can be delivered at either 3, 4 or 6-month intervals and you can choose the interval by selecting 3 months, 4 month or 6 months from the drop-down menu. • Once you have chosen how frequently you would like the Product delivered you can click on the “Set Up Subscription” button. • You must have an account on the Site in order to set up any Subscription Service and must log in to your account or create an account to order Products using the Subscription Service. • You can then proceed to pay for the Subscription Service and will be asked to provide various information necessary to process your order and deliver the Product to you. You can provide this information by filling in the fields requested on the screen. All required fields must be completed. Please note that we will collect, store and use your information in accordance with our Privacy & Cookies Policy. • Free standard delivery will be applied to any Product ordered using the Subscription Service.

Our Subscription Service contract with you • You must have an account on the Site to set up any Subscription Service and must log in to order Products using the Subscription Service. • By creating an account on the Site, as required to set up any Subscription Service, you will be automatically enrolled into our Loyalty Programme. Your status within the loyalty programme will be visible within your account dashboard on the Site. Our Loyalty Programme is governed by our Loyalty Terms and Conditions If you don’t want to be enrolled into the Loyalty Programme you will have the opportunity to close your account by visiting your account dashboard on the Site. If you close your account on the Site you will cancel your Subscription Service, as you must have an account on the Site to set up any Subscription Service. • Every product purchased as part of your Subscription Service will count towards your loyalty status. You will only receive email marketing relating to this Loyalty Programme if you have consented to this separately. • You may request to set up a Subscription Service for certain Products available for subscription on the Site by following the steps outlined above.
• Once you place your order to purchase a Product from us by the Subscription Service and by clicking the button labelled “Subscribe” we will send you an email confirming your purchase. This email will provide you with the details of the order. • This is not an order acceptance by us. A dispatch confirmation email, including a tracking code will then be sent when your order leaves our warehouse. Our acceptance of your order and the completion of the contract between you and us will take place when we have dispatched the Products to you. • If we are unable to accept your order, we will inform you of this and refund any charges as necessary. This might be because the (i) Product is out of stock; (ii) because we have identified an error in the price or description of the Product; (iii) our inability to obtain authorisation for your payment; (iv) because of unexpected limits on our resources which we could not reasonably plan for; or (v) we discover that you are not a resident in Canada, ordering Products for delivery outside of Canada, or under the age of 18 years old • For all subsequent orders, we will notify you by email in advance prior to taking payment. • The contract will be concluded in English.

Subsequent Subscription Service Orders • Once you have set up your Subscription Service, we will send you the Product you have subscribed for at the frequency you have indicated. • By setting up your Subscription Service, you acknowledge and understand that this subscription will automatically renew at frequency you have indicated. • Once you have set up your Subscription Service you agree that once you have expressly agreed for your card to be charged on a recurring basis, and agreed to the amount of the recurring charges, we will submit periodic charges to your chosen payment method in accordance with your chosen subscription frequency, for example every 3, 4 or 6 months, in respect of the payment of your Subscription Service without further authorisation from you. • If a subsequent Subscription Service payment fails, we will make three further attempts to process the payment for you via our payment provider Stripe, within 1-4 weeks after your payment was due. If these attempts are unsuccessful, your Subscription Service will be cancelled and we will notify you of this by email and in the ‘manage my subscription’ tab on your account dashboard on the Site. In the event that your Subscription Service is cancelled due to payment failure, you will need to set up a new Subscription Service should you wish to do so. • Your Subscription Service will remain in effect until it is cancelled. • You can cancel your Subscription Service at any time by visiting the ‘manage my subscription’ tab on your account dashboard on the Site. • If you would like to cancel your Subscription Service, you must do so 24 hours before your recurring payment is due to be taken. You will be informed in advance by email when your next payment will be taken. If you do not cancel your Subscription Service 24 hours before your recurring payment is due to be taken, the payment will be taken and the order for that period will be processed in the usual way. • If you cancel your Subscription Service and then reactivate it, the discount applied to any Product(s) may not be the same discount in effect at the time of cancellation. • Shipping address changes and payment method changes must be made at least 24 hours before your recurring payment is due to be taken to take effect for that shipment.

Products • Specific products listed on the Site are available to order by the Subscription Service. The specific products available to order by the Subscription Service will be labeled with a ‘SUBSCRIBE!’ badge. • Engraved products are not available to order by the Subscription Service. • We may from time to time, at our sole discretion, add or remove any Product from the Subscription Service. When we do, we shall write to you to let you know that we are going to do this and we shall refund you any sums you have paid in advance for a Product which will not be provided.

Delivery • Free standard delivery will be applied to Subscription Service orders. • Delivery will be to the address specified in your order. If no one is available at the address at the time of delivery, the Product will either (i) be retained by the delivery company for a reasonable period of time and then returned to us or (ii) will be left in your designated “safe place” if you selected this option. If you choose to have your order delivered to a safe place, please select from one of the chosen safe places on the list and ensure that the safe place you choose is protected from the elements and is guarded from public view to avoid damage and theft. However, we can’t guarantee that our carriers will be able to meet these instructions under all circumstances although we will endeavor to accommodate your request. You acknowledge that you are fully responsible for any order left in your chosen safe place. • If Products are returned to us by the delivery company, we will issue you with a refund for the Products but reserve the right to retain any costs incurred in arranging for the delivery and return of the Product. • All risk in the Products you order (including risk of loss and/or damage to the Products) shall pass to you upon delivery to you. Products will count as delivered once they are left in your designated safe place. • We shall be under no liability for any delay or failure to deliver products if the delay or failure is caused by a third party or is wholly or partly caused by circumstances beyond our control.

Price • The price of any Product will be as quoted on the Site from time to time, except in cases of obvious error. • The discount for the Subscription Service will be as communicated on the Site and calculated based on the full selling price of any applicable Product. • The amount charged to you for each Subscription Service order will be as detailed in the dispatch confirmation email and will be the price of the Product(s) on the day your order is processed, less the applicable Subscription Service discount. These prices include VAT at the applicable local rates. The amount charged to you on your chosen Subscription Service intervals will remain the same until we notify you in writing to communicate otherwise. • Prices are liable to change at any time, but these changes will not affect orders in respect of which we have already sent you a dispatch confirmation email. • We reserve the right to change the promotional benefits available within the Subscription Service, including the Products to which such promotional benefits apply and the discount amounts at any time at our sole discretion. All changes will apply to future Subscription Service orders and any such changes will be notified to you in advance of your next payment so that you can cancel your Subscription Service, should you wish to do so. • From time to time the Site or our stores may offer discounts on selected Product(s) which may mean that these Product(s) will be cheaper than the subscription price. You will not be able to sign up to the Subscription Service at these special promotional prices.

Payment • All Products will remain our property until we have received payment in full for those Products. Legal ownership in the Products will immediately revert to us if we refund any such payments to you. • During the checkout process, you will be asked to complete your payment details. All required fields with an asterisk must be completed. We accept most major credit and debit cards. Please note that we will collect, store and use your information in accordance with our Privacy & Cookies Policy. • All card payments are subject to authorisation by your card issuer. If your payment is not authorised, we will cancel your order and notify you in writing (which may include e-mail) that we have done so. If you have already received the Products you ordered from us, you must return those Products to us at your own expense. If you fail to do so within 2 weeks of our cancelling your order, we may arrange for collection of the Products at your expense. • Only card payments will be accepted for subscription orders. You will not be able to use Klarna, Afterpay, or arrange payment over the phone via our Gifting Hotline for subscription orders. • Gift cards cannot be used to place an order by the Subscription Service. • You cannot use any other discounts, offers or promotional codes when placing an order by the Subscription Service. • If we cannot supply you with the Product that you have ordered, we will cancel your order and inform you of this as soon as reasonably possible. We will give you a full refund where you have already paid for the Products.

Returns and Refunds • We hope you love your Subscription Service orders, but if for any reason you do need to return something to us, we’ve made it as simple as possible. Please see our Returns & Exchanges Policy for details.

Managing your Subscription Service • You can manage your Subscription Service via your account on the Site. • By visiting the ‘manage my subscription’ tab on your account dashboard on the Site you can do the following:

a) Cancel your subscription at any time. b) Edit your billing and/or shipping details. About you • By ordering any Products from us and setting up a Subscription Service with us, you confirm that you are:

a) resident in Canada; and b) ordering Products for delivery in Canada; and c) aged 18 years or over.

• If any of the above is incorrect, you must not order any Product through a Subscription Service from the Site and we reserve the right, in our sole discretion, to refuse or accept your order.

Our liability • We will use reasonable skill and care in fulfilling any order placed by you which is accepted by us. However, we exclude all other representations, warranties, conditions and terms express or implied by statute, common law or otherwise to the fullest extent permitted by law. • Save as expressly set out in these Terms we will not be liable for any special, indirect, incidental, consequential or economic loss or for loss of profits or revenues howsoever caused arising in connection with any order placed by you. Notwithstanding the above, our total liability (whether in contract, tort, negligence or on any other basis) to you, for any loss or damage shall be limited to the sums paid or payable for the Product. • We will not be liable to you where we breach these Terms due to any cause that is beyond our reasonable control, including acts of God, explosions, floods, tempests, fires or accidents; wars or threats of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes; difficulties in obtaining materials, labour, fuel, parts or machinery; power failure or breakdown in machinery. • Nothing in these Terms shall limit our liability for personal injury, death or fraud. • This clause does not affect your statutory rights as a consumer.

General • These Terms are governed by and construed under the laws of the Province of Ontario. In the event of any matter or dispute arising out of or in connection with these Terms, you and we shall submit to the exclusive jurisdiction of the Province of Ontario. • Mandatory and Binding Arbitration / No Class Actions / Waiver Of Jury o To the maximum extent permitted by applicable law, you and Charlotte Tilbury Beauty Canada Inc. agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. Except where prohibited, you and we agree to submit to the personal and exclusive arbitration of disputes relating to these terms and your purchases (if any) under the rules of the American Arbitration Association. Please visit www.adr.org for more information about arbitration. Any arbitration between you and us, to the extent necessary, will be conducted in Ontario, Canada, and you waive any right to claim that such location is an inconvenient forum. You agree not to sue us or bring arbitration in any other forum. The arbitration will be conducted in English. A single independent and impartial arbitrator will be appointed pursuant to the rules of the American Arbitration Association. Both you and we agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens for everyone involved: o The arbitration will be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; o The arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and o Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. o Barring extraordinary circumstances, the arbitrator will issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings will be closed to the public and confidential and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator will be in writing and will include a statement describing the reasons for the disposition of any claim. You also acknowledge and understand that, with respect to any dispute with us arising out of or relating to your use of the Services: o You are giving up your right to have a trial by jury; o You are giving up your right to serve as a representative, as a private attorney general, or in any other representative capacity, or to participate as a member of a class of claimants, in any lawsuit involving any such dispute; and o You must file any claim within one (1) year after such claim arose or it is forever barred. o If this arbitration provision is found to be null and void, then all disputes arising under the Terms between us will be subject to the jurisdiction of the state and federal courts located in Ontario, Canada, and you and we hereby submit to the personal jurisdiction and venue of these courts. o This agreement to arbitrate will not preclude you or Charlotte Tilbury Beauty Canada Inc. from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude you or Charlotte Tilbury Beauty Canada Inc. from (i) applying to the appropriate court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, or (ii) seeking relief in any state or federal court for disputes related to a violation or possible violation of Charlotte Tilbury Beauty Canada Inc.’s intellectual property rights. In the event of any litigation or arbitration arising from or related to these Terms of Sale, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs incurred including staff time, court costs, attorneys’ fees, and all other related expenses incurred in such litigation or arbitration. Other important terms • We reserve the right to revise and amend these Terms from time to time without prior notice by changing them on the Site, provided that any such change will not affect any purchases you have made before the change is implemented. • Should you have any questions regarding these Terms you may contact us at customercare@charlottetilbury.com.

Last revised: December 2022

PLEASE READ THESE LICENCE TERMS CAREFULLY

BY CLICKING ON THE "ACCEPT" BUTTON BELOW YOU AGREE TO THESE TERMS WHICH WILL BIND YOU. IF YOU DO NOT AGREE TO THESE TERMS, CLICK ON THE "REJECT" BUTTON BELOW.

WHO WE ARE AND WHAT THIS AGREEMENT DOES

We CHARLOTTE TILBURY BEAUTY LIMITED, a company registered in England and Wales (company registration number is 08037372), whose registered office is at 8 Surrey Street, London, United Kingdom WC2R 2ND (“CTBL”) license you to use: · Charlotte Tilbury mobile application software (“App”) and any updates or supplements to it. · The related online documentation (“Documentation”). · The service you connect to via the App and the content we provide to you through it (Service). as permitted in these terms.

YOUR PRIVACY

We only use any personal data we collect through your use of the App and the Services in the ways set out in our Privacy Policy and Cookies Policy. We will not sell, distribute or lease your personal data to third parties. However, we may share your personal data with third parties where we have your consent to do so as per our Privacy Policy & Cookies Policy or are required by applicable law to do so. When you download the App you will be given the option to accept tracking so that we can tailor your App experience so it is bespoke to you, and show you products, news and content based on what you love.

Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the App or any Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

GOOGLE PLAY STORE AND APPLE APP STORE TERMS ALSO APPLY

The ways in which you can use the App and Documentation may also be controlled by the Google Play Store Terms of Service and the Apple App Store Terms of Service will apply instead of these terms where there are differences between the two.

OPERATING SYSTEM REQUIREMENTS

This app requires iOS 14.0 or later version or Android 7.0 device or later version.

SUPPORT FOR THE APP AND HOW TO TELL US ABOUT PROBLEMS

Support. If you want to learn more about the App or the Service or have any problems using them please take a look at our support resources at CT.com. Contacting us (including with complaints). If you think the App or the Services are faulty or misdescribed or wish to contact us for any other reason please email our Customer Care Team at customercare@charlottetilbury.com or via the contact details linked here. How we will communicate with you. If we have to contact you we will do so by email or using the contact details you have provided to us.

HOW YOU MAY USE THE APP

In return for your agreeing to comply with these terms you may: · download or stream a copy of the App onto and view, use and display the App and the Service on such devices for your personal purposes only. · use any Documentation to support your permitted use of the App and the Service. You agree to use the App only for lawful purposes and in a way which does not infringe the rights of any anyone else or restrict or inhibit anyone else's use and enjoyment of the App. You must be 18 or over to accept these terms and download the App.

YOU MAY NOT TRANSFER THE APP TO SOMEONE ELSE

We are giving you personally the right to use the App and the Service as set out above. You may not otherwise transfer the App or the Service to someone else, whether for money, for anything else or for free. If you sell any device on which the App is installed, you must remove the App from it.

UPDATE TO THE APP AND CHANGES TO THE SERVICE

From time to time we may automatically update the App and change the Service to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively, we may ask you to update the App for these reasons. If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the App and the Services. The App will always match the description of it provided to you when you downloaded

IF SOMEONE ELSE OWNS THE PHONE OR DEVICE YOU ARE USING

If you download or stream the App onto any phone or other device not owned by you, you must have the owner's permission to do so. You will be responsible for complying with these terms, whether or not you own the phone or other device.

WE MAY COLLECT TECHNICAL DATA ABOUT YOUR DEVICE

By using the App or any of the Services, you agree to us collecting and using technical information about the devices you use the App on and related software, hardware, and peripherals to improve our products and to provide any Services to you.

WE ARE NOT RESPONSIBLE FOR OTHER WEBSITES YOU LINK TO

The App or any Service may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any). You will need to make your own independent judgment about whether to use any such independent sites, including whether to buy any products or services offered by them.

LICENCE RESTRICTIONS

You agree that you will: · not rent, lease, sub-license, loan, provide, or otherwise make available, the App or the Services in any form, in whole or in part to any person without prior written consent from us; · not copy the App, Documentation or Services, except as part of the normal use of the App or where it is necessary for the purpose of back-up or operational security; · not translate, merge, adapt, vary, alter or modify, the whole or any part of the App, Documentation or Services nor permit the App or the Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the App and the Services on devices as permitted in these terms; · not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the App or the Services nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the App to obtain the information necessary to create an independent program that can be operated with the App or with another program (Permitted Objective), and provided that the information obtained by you during such activities: • is not disclosed or communicated without the Licensor's prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and • is not used to create any software that is substantially similar in its expression to the App; • is kept secure; and • is used only for the Permitted Objective; · comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the App or any Service.

ACCEPTABLE USE RESTRICTIONS

You must: · not use the App or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the App, any Service or any operating system; · not infringe our intellectual property rights or those of any third party in relation to your use of the App or any Service, including by the submission of any material (to the extent that such use is not licensed by these terms); · not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or any Service; · not use the App or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and · not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service. INTELLECTUAL PROPERTY RIGHTS All intellectual property rights in the App, the Documentation and the Services throughout the world belong to us (or our licensors) and the rights in the App and the Services are licensed (not sold) to you. You have no intellectual property rights in, or to, the App, the Documentation or the Services other than the right to use them in accordance with these terms. CTBL and its Affiliates (defined below) are the owners or licensees of all present and future copyright, registered and unregistered trademarks, design rights, unregistered designs, database rights and all other present and future intellectual property rights and rights in the nature of intellectual property rights around the world existing in or in relation to the App ("IPR"). An affiliate is any entity that directly or indirectly controls, is controlled by, or is under common control with another entity ("Affiliates”).

Any avatar animation including but not limited to avatar characters, backgrounds, props, specific animations, movements and voice performances are CTBL and/or its Affiliates IPR.

Unless you have agreed otherwise in writing with CTBL or any of its Affiliates, nothing in these Terms gives you a right to use CTBL’s or any of its Affiliates' trademarks or other IPR of CTBL or any of its Affiliates.

You are not permitted to use any of our intellectual property (including our registered or unregistered trademarks and/or copyright).

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation. We are not liable for business losses. The App is for domestic and private use. If you use the App for any commercial, business or resale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. Limitations to the App and the Services. The App and the Services are provided for general information and entertainment purposes only. They do not offer advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from the App or the Service. Although we make reasonable efforts to update the information provided by the App and the Service, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date. Please back-up content and data used with the App. We recommend that you back up any content and data used in connection with the App, to protect yourself in case of problems with the App or the Service. Check that the App and the Services are suitable for you. The App and the Services have not been developed to meet your individual requirements. Please check that the facilities and functions of the App and the Services (as described on the app store site and in the Documentation) meet your requirements. We are not responsible for events outside our control. If our provision of the Services or support for the App or the Services is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event but if there is a risk of substantial delay you may contact us to end your contract with us and receive a refund for any Services you have paid for but not received.

WE MAY END YOUR RIGHTS TO USE THE APP AND THE SERVICES IF YOU BREAK THESE TERMS

We may end your rights to use the App and Services at any time by contacting you if you have broken these terms in a serious way. If what you have done can be put right we will give you a reasonable opportunity to do so. If we end your rights to use the App and Services: · You must stop all activities authorised by these terms, including your use of the App and any Services. · You must delete or remove the App from all devices in your possession and immediately destroy all copies of the App which you have and confirm to us that you have done this. · We may remotely access your devices and remove the App from them and cease providing you with access to the Services. We do not guarantee that our App, or any content on it, will always be available or be uninterrupted.

WE MAY TRANSFER THIS AGREEMENT TO SOMEONE ELSE

We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

YOU NEED OUR CONSENT TO TRANSFER YOUR RIGHTS TO SOMEONE ELSE

You may only transfer your rights or your obligations under these terms to another person if we agree in writing.

NO RIGHTS FOR THIRD PARTIES

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

IF A COURT FINDS PART OF THIS CONTRACT ILLEGAL, THE REST WILL CONTINUE IN FORCE

Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

EVEN IF WE DELAY IN ENFORCING THIS CONTRACT, WE CAN STILL ENFORCE IT LATER

Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

WHICH LAWS APPLY TO THIS CONTRACT AND WHERE YOU MAY BRING LEGAL PROCEEDINGS

These Terms are governed by English law. In the event of any matter or dispute arising out of or in connection with these Terms, you and we shall submit to the exclusive jurisdiction of the English courts.

AMENDMENTS TO THESE LICENSE TERMS

We may update or amend these Terms from time to time to comply with applicable laws or to meet our changing business requirements without notice to you. Any updates or amendments will be posted on the App. By continuing to use the App, you agree to be bound by the terms of these updates and amendments.