terms & conditions

Terms and Conditions of Sale

These Terms of Sale (\”Terms of Sale\") apply whenever you order any product (\”Product\”) through our Canadian website www.charlottetilbury.com/ca (the \”Website\”) or otherwise from us. These Terms of Sale should be read alongside, and are in addition to, our website terms and conditions of use (\“Terms of Use\”) and our Privacy Policy and Cookies Policy privacy (\“Privacy and Cookies Policy\”).

Please read these Terms of Sale carefully and print a copy for your future reference. By ordering a Product from us, you agree that you have read, understood and agree to these Terms of Sale, the Privacy and Cookies Policy and the Terms of Use (each as amended from time to time). If you do not agree to these Terms of Sale, you must not order any Product from us. WHERE PERMITTED BY APPLICABLE LAW, THESE TERMS INCLUDE A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER. THIS PROVISION AFFECTS YOUR RIGHTS TO RESOLVE DISPUTES WITH CHARLOTTE TILBURY BEAUTY CANADA INC. AND YOU SHOULD REVIEW IT CAREFULLY.

About us

Charlotte Tilbury Beauty Canada Inc. (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 160 Elgin Street, Suite 2600, Ottawa, Ontario, K1P 1C3.

Should you have any questions about these Terms of Sale or wish to contact us for any reason, please use the Contact Us section on the Website. You may also contact us at +1 855-528-8495.

About you

By ordering any Products from us, you confirm that you are:

(a) resident in the Canada;

(b) ordering Products for delivery in Canada; and

(c) over the age of majority in your jurisdiction of residence at which an individual can enter into a legal contract, and if you have not reached the legal age of majority in your jurisdiction of residence that you have the agreement of your parent or legal guardian to these Terms of Sale.

If any of the above is incorrect, you must not order any Product from this Website and we reserve the right, in our sole discretion, to refuse or accept your order.

Product descriptions

All Product descriptions and images shown on the Website are provided in good faith but are intended as guidance only and actual Products may vary accordingly.

The packaging of the product may vary from that shown in images on our website.

The images of the products on our Website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device's display of the colours accurately reflects the colour of the products. Products may vary slightly from those images. The packaging of Products may vary from that shown in images on our Website.

All prices shown on the Website are in Canadian dollars and exclusive of applicable sales tax. Prices shown on the Website do not include delivery, packaging or other charges, which will be added to any order you place. You will be responsible for all applicable taxes related to your order. Applicable taxes will be charged at the time you are billed. Applicable sales tax will also be applied to the shipping and handling, or other charges. Taxes may depend on delivery location.

Whilst we use reasonable endeavours to keep prices up-to-date on the Website, we reserve the right to alter prices at any time.

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. If you have any personal concerns, 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.

You acknowledge that, as between you and us, CTBC, our licensors and any CTBC Affiliates (defined below) own 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 existing in or in relation to the Products ("IPR"). An affiliate is any entity that directly or indirectly controls, is controlled by, or is under common control with another entity (Affiliates).

If any IPR vests in you, whether by operation of law or otherwise, you hereby assign to us all right, title and interest (whether legal or beneficial) in such IPR throughout the world absolutely to the fullest extent possible, including any and all renewals and extensions of such IPR. You unconditionally and irrevocably waive any and all moral rights you may have either now or in the future existing in or in relation to the Products. You also agree to execute and do all such deeds, documents, acts and things as we may reasonably require in order to assign any IPR to us, to carry out the intended purpose of these Terms of Sale or to establish, perfect, preserve or enforce our rights under these Terms of Sale.

You also acknowledge that the Products are intended for your own personal use and that you will not resell the Products to any other persons. 

How to order Products

When you have found a Product on the Website that you would like to buy, please click on the button labelled "ADD TO BAG". This will add your Product to a virtual "make-up bag" (the “Bag”). You can then proceed to pay for the Products in your Bag by clicking on the Bag icon and then clicking “Checkout”. Alternatively, you can continue browsing the Website and add additional Products to your Bag.

You can see what Products are in your Bag at any time by clicking on the Bag icon and then the button labelled “GO TO MY BAG”. If you wish to remove a Product from your Bag, simply click on the “X” under the header “Remove” next to the relevant Product. You can pay for the Products in your Bag at any time by clicking the button labelled “PROCEED TO CHECKOUT”.

When you click the “PROCEED TO CHECKOUT” button, you may be asked to choose two complimentary samples to add to your Bag, subject to availability while stocks last.

Once you have clicked on “PROCEED TO CHECKOUT” you will be given the option to Register or Checkout as a Guest. You will then be asked to provide various information necessary to process your order and deliver the Product(s) to you. You can provide this information by filling in the fields requested on the screen. All fields with an asterisk must be completed. We respect your right to privacy and will only use any information you provide to us in accordance with our Privacy and Cookies Policy

Our contract with you

Once you place your order to purchase a Product from us by following the steps outlined above and by clicking the button labelled “Place Order” we will send you an email confirming your purchase. This email will provide you with the details of the order.

If we are unable to accept your order, we will inform you of this and will not charge you for the Product(s). 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; or (iii) our inability to obtain authorisation for your payment.

Without limiting the generality of any other section of these Terms of Sale, we reserve the right to limit or refuse any order you place with us. Further, we reserve the right to verify the validity of all orders and/or cancel any order if we find evidence of fraud, tampering and/or any other violation of these Terms of Sale. We may, in our sole and absolute discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same credit card, and/or orders that use the same billing and/or shipping address. We also reserve the right, in our sole and absolute discretion, not to ship Products ordered or purchased through the Website to certain addresses. In the event that we are unable to or choose not to ship a Product, the amount for that Product charged in relation to your order will be reduced accordingly.

All orders are subject to verification by us at any time and for any reason. We reserve the right, in our sole and absolute discretion, to require proof of identity (in a form acceptable to us):

(i) for the purposes of verifying the legitimacy of any order and/or other information; and/or

(ii) for any other reason we deem necessary, in our sole and absolute discretion, for the purposes of fulfilling an order in accordance with our interpretation of the terms and conditions of this Agreement.

The contract will be concluded in English.

Payment for the Products

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 fields with an asterisk must be completed. You must provide us with a valid form of payment, such as a valid credit card or debit card. We accept most major credit and debit cards. Please note that we will collect, store and use your information in accordance with our Privacy Policy and Cookies Policy. By submitting your payment card details to us, you authorize us to charge the applicable payment card for the total amount of your order.

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.

If we cannot supply you with the Products 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.

Our rights to make changes

We may change the Product to reflect changes in relevant laws and regulatory requirements.

Delivery of the Products

For information on shipping including shipping costs and estimated delivery times please see the Shipping policy on our Website.

Delivery will be to the address specified in your order.

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.

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.

Warranty disclaimer and limitations on liability

We will use reasonable skill and care in fulfilling any order placed by you which is accepted by us.

SOME PROVINCES AND TERRITORIES DO NOT ALLOW FOR THE EXCLUSION OF WARRANTIES (INCLUDING THE PROVINCE OF QUEBEC). IN THESE PROVINCES AND TERRITORIES, YOU ONLY HAVE 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 AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE PRODUCTS AND SERVICES YOU PURCHASE THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND.

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 AND TERRITORIES 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 AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU IN RELATION TO THE PRODUCTS OR SERVICES YOU PURCHASE, YOUR USE OF THE WEBSITE OR THESE TERMS OF SALE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFIT, LOST OPPORTUNITIES, LOSS OF DATA, OR OTHER INTANGIBLE LOSS.

THE LIMITATIONS ON OUR LIABILITY TO YOU IN THIS SECTION WILL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

Notwithstanding the above and to the maximum extent permitted under applicable law, 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 Products. We will not be liable to you where we breach these Terms of Sale 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.

This clause does not affect your statutory rights as a consumer.

Returns and Refunds under our Refunds Policy

We hope you love your purchases, 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.

Other important terms

We may update or amend these Terms of Sale 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.

To the maximum extent permitted under applicable law, these Terms of Sale supersede any other terms and conditions previously published by us and any other representations or statements made by us to you, whether oral, written or otherwise.

You may not assign or sub-contract any of your rights or obligations under these Terms of Sale to any third party unless we agree in writing.

We may assign, transfer or sub-contract any of our rights or obligations under these Terms of Sale to any third party at our discretion.

No relaxation or delay by us in exercising any right or remedy under these Terms of Sale shall operate as waiver of that right or remedy or shall affect our ability to subsequently exercise that right or remedy. Any waiver must be agreed by us in writing.

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

Only you and we shall be entitled to enforce these Terms of Sale. No third party shall be entitled to any of these Terms of Sale

If you are not a consumer residing in the province of Quebec: These Terms of Sale 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 Sale, you and we shall submit to the exclusive jurisdiction of the courts of the Province of Ontario.

If you are a consumer residing in the province of Quebec: These Terms are governed by and construed under the laws of the Province of Quebec. In the event of any matter or dispute arising out of or in connection with these Terms of Sale, you and we shall submit to the exclusive jurisdiction of the courts in the Province of Quebec.

To the maximum extent permitted by applicable law and excluding consumers who reside in the province of Quebec, 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:

• 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;
• The arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and
• Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
• 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:
• You are giving up your right to have a trial by jury;
• 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
• You must file any claim within one (1) year after such claim arose or it is forever barred.
• 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 provincial and federal courts located in Ontario, Canada, and you and we hereby submit to the personal jurisdiction and venue of these courts.
• 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 provincial or federal court for disputes related to a violation or possible violation of Charlotte Tilbury Beauty Canada Inc.’s intellectual property rights.

The parties confirm that it is their wish that these Terms of Sale and any other documents delivered or given pursuant to these Terms of Sale, 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: July 2023

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 Sale 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. WHERE PERMITTED BY APPLICABLE LAW, THESE TERMS INCLUDE A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER. THIS PROVISION AFFECTS YOUR RIGHTS TO RESOLVE DISPUTES WITH CHARLOTTE TILBURY BEAUTY CANADA INC. AND YOU SHOULD REVIEW IT CAREFULLY.

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. You may also contact us at +1 855-528-8495.

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 OR SERVICES

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 or other content that you intend to publicly transmit, post, share, upload or otherwise contribute to our Website or provide to us via this Website, including, without limitation, picture, video, ideas, know-how, techniques, questions, reviews, comments, and suggestions (collectively, "User-Generated Content" or “UGC”):

• 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 UGC 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 any material and/or UGC 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. Where permitted by law or where required by law, we may disclose your information to any qualified third parties (such of relevant authorities) who are claiming that any content posted or uploaded to our Website by you constitutes a violation of their or others' 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 or UGC 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 our 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.

By accepting these Terms of Use, you agree not to contribute any UGC that could reasonably be considered to entail, contain, provide or promote any of the following:

i. may, in the sole and absolute discretion of CTBC, degrade, disparage, tarnish or deprecate CTBC or any third party and/or the public image or standing in the community of CTBC or any third party, or their respective products or services, provided it is understood that this shall not be interpreted to prohibit you from expressing your true and honest experience with CTBC or any third party or their respective products or services in a manner prohibited under applicable law;

ii. is deemed, in the sole and absolute discretion of CTBC, to be defamatory, trade libelous, pornographic or obscene;

iii. is deemed, in the sole and absolute discretion of CTBC, to contain, depict, include, discuss or involve, without limitation, any of the following: nudity; alcohol/drug consumption or smoking; explicit or graphic sexual activity, or sexual innuendo; crude, vulgar or offensive language and/or symbols; derogatory characterizations of any ethnic, racial, sexual, religious or other groups; content that endorses, condones and/or discusses any illegal, inappropriate or risky behaviour or conduct; personal information of other individuals, including, without limitation, names, telephone numbers and addresses (physical or electronic); commercial messages, comparisons or solicitations for products or services other than products or services of CTBC; any identifiable third party products, trade-marks, brands and/or logos, other than those of CTBC, conduct or other activities in violation of these Terms of Use; and/or any other content that is or could be considered inappropriate, unsuitable or offensive, all as determined by CTBC in its sole and absolute discretion;

iv. contains any reference to or likeness of any identifiable third parties, unless consent has been obtained from each such individual and his/her parent/legal guardian if he/she is under the age of majority in his/her jurisdiction of residence;

v. infringes, or might infringe, the intellectual property rights, privacy rights, rights of publicity, or other proprietary rights of others or give rise to any claims for payment whatsoever;

vi. contains any viruses, trojan horses, time bombs, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; and/or

vii. contains (in any format or media) any music, logos, trade-marks or other copyrighted materials (e.g. photographs, pictures, texts, lyrics, etc.) unless you have first obtained consent from the owner of such materials.

You further acknowledge and agree that CTBC, in its sole discretion, may remove or block any UGC that it reasonably believes to violate the above requirements. Posting UGC in violation of these Terms of Use may lead to the suspension or subsequent termination of your account, and/or your access to all or part of our Website. By accepting these Terms of Use, you hereby acknowledge and agree to only post UGC that is appropriate for a family audience and that complies with the requirements set out above. To the fullest extent permitted by applicable law, CTBC assumes no liability in relation to any UGC. You further acknowledge and agree that CTBC is not obligated to police or actively review UGC prior to its display on CTBC’s Website or Apps, and that you are therefore solely responsible for the UGC you elect to post on the Websites or Apps.

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 and to the maximum extent permitted under applicable law, 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 and to the maximum extent permitted under applicable law, 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. To the maximum extent permitted under applicable law, 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.

ANY PRODUCTS DESCRIBED ON THE WEBSITE OR ANY COMPONENT OF THE WEBSITE ARE OFFERED IN JURISDICTIONS WHERE THEY MAY BE LEGALLY OFFERED FOR SALE.

THE INFORMATION AVAILABLE ON OR THROUGH THE WEBSITE OR ANY COMPONENT OF THE WEBSITE IS NOT AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH AN OFFER OR SOLICITATION CANNOT LEGALLY BE MADE, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE A SOLICITATION.

ANY AND ALL INFORMATION OBTAINED FROM OR THROUGH THE WEBSITE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO PROVIDE SPECIFIC ADVICE AND SHOULD NOT BE RELIED UPON IN THAT OR ANY OTHER REGARD. YOUR RELIANCE ON ANY INFORMATION OBTAINED FROM OR THROUGH THE WEBSITE IS SOLELY AT YOUR OWN RISK.

COMMENTS OR OPINIONS EXPRESSED ON THE WEBSITE ARE THOSE OF THEIR RESPECTIVE USERS ONLY. COMMENTS OR OPINIONS EXPRESSED ON THE WEBSITE AND IN USER GENERATED CONTENT DO NOT NECESSARILY REPRESENT OR REFLECT THE VIEWS OF CTBC. CTBC IS NOT RESPONSIBLE FOR, AND DISCLAIMS ALL LIABILITY IN RELATION TO, ANY AND ALL USER GENERATED CONTENT POSTED, UPLOADED OR OTHERWISE SUBMITTED TO OR THROUGH THE WEBSITE OR APP.

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 & Cookies Policy) or are required by applicable 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, in whole or in part, from time to time to comply with law or to meet our changing business requirements without notice to you – except where required by law. 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.

Where required by law, or at our discretion, we will provide you with notice thirty (30) days prior to the effective date of the change by posting a notice online and/or sending a message to the email address (or other contact information we have for you at our discretion) associated with your Account. Such notice will set out the new clause, or the modified clause and how it read formerly, and the date on which the change will come into effect. If the change results in an increase in your obligations or a reduction in ours, or if you do not wish to be subject to the revised Terms of Use, you can cancel your agreement with us without cost, penalty or cancellation indemnity, by sending us notice to that effect no later than thirty (30) days after the amendment comes into force, or on such other timeline as may be required under the applicable law, or specified in our notice to you.

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.

If you are not a consumer residing in the province of Quebec: 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.

If you are a consumer residing in the province of Quebec: These Terms of Use are governed by and construed under the laws of the Province of Quebec. 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 in the Province of Quebec.

To the maximum extent permitted by applicable law and excluding consumers who reside in the province of Quebec, 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:

• 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;
• The arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and
• Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
• 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:
• You are giving up your right to have a trial by jury;
• 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
• You must file any claim within one (1) year after such claim arose or it is forever barred.
• 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 provincial and federal courts located in Ontario, Canada, and you and we hereby submit to the personal jurisdiction and venue of these courts.
• 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 provincial or federal court for disputes related to a violation or possible violation of Charlotte Tilbury Beauty Canada Inc.’s intellectual property rights.

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: July 2023

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”). You may also contact us at +1 855-528-8495.

Please read these Terms carefully before setting up any Subscription Service. By signing up to the Subscription Service you are indicating that you accept and agree to 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. WHERE PERMITTED BY APPLICABLE LAW, THESE TERMS INCLUDE A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER. THIS PROVISION AFFECTS YOUR RIGHTS TO RESOLVE DISPUTES WITH CHARLOTTE TILBURY BEAUTY CANADA INC. AND YOU SHOULD REVIEW IT CAREFULLY.

How to order Products with the Subscription Service

When you have found an eligible 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. To create an account you can go to https://www.charlottetilbury.com/ca/account/register and fill in the required fields under the “Create an account section”, then click on the “CREATE ACCOUNT” button.

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 Policy & 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 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 and you will be billed for your first order at this time. 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, you will be billed at the frequency that you chose when setting up your Subscription Service (for example, 3, 4 or 6 months) and we will notify you by email in advance prior to taking payment.

A French version of these Terms was remitted to the adherent, and the parties have subsequently agreed that this contract will be concluded in English. Une version française des présentes modalités a été remis à l’adhérent, et les parties one décidés par la suite qu’elles désirent conclure ce contrat en anglais.

Subsequent Subscription Service Orders

Once you have set up your Subscription Service, we will send you the Product you have subscribed to at the frequency you have indicated.

By setting up your Subscription Service, you acknowledge and understand that this Subscription Service will continue indefinitely until you cancel, with shipments at frequency you have indicated.

By setting 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 and provide valid payment information.

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. In such a case, the Subscription Service will be cancelled as of the next recurring payment.

If you cancel your Subscription Service and then later set up a new Subscription Service, the discount applied to any Product(s) may not be the same discount in effect at the time of cancellation and the price may not be the same price.

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 labelled 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. Such changes will be made in compliance with this agreement.

Delivery

Free standard delivery will be applied to Subscription Service orders.

Delivery will be to the address specified in your order.

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.

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, 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 checkout date, less the applicable Subscription Service discount. These prices include tax 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 any similar service, 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 or the part of your order which cannot be supplied 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) have reached the age of majority in your jurisdiction of residence.

If you do not meet all of the above criteria, you are not permitted to order any Product through a Subscription Service from the Site and we reserve the right, to refuse your order.

Our liability

We will use reasonable skill and care in fulfilling any order placed by you which is accepted by us. However, to the extent permitted by applicable law, 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 and to the extent permitted by applicable law, 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.

To the extent permitted by applicable law, 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, by-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

If you are not a consumer residing in the province of Quebec: 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 courts in the Province of Ontario.

If you are a consumer residing in the province of Quebec: These Terms are governed by and construed under the laws of the Province of Quebec. 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 courts in the Province of Quebec.

Mandatory and Binding Arbitration / No Class Actions / Waiver Of Jury

To the maximum extent permitted by applicable law and excluding consumers who reside in the province of Quebec, 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:

• 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;

• The arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and

• Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

• 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:

• You are giving up your right to have a trial by jury;

• 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

• You must file any claim within one (1) year after such claim arose or it is forever barred.

• 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 provincial and federal courts located in Ontario, Canada, and you and we hereby submit to the personal jurisdiction and venue of these courts.

• 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 provincial or federal court for disputes related to a violation or possible violation of Charlotte Tilbury Beauty Canada Inc.’s intellectual property rights.

Modification and termination of these Terms

We reserve the right to revise and amend any portion(s) these Terms from time to time without prior notice by changing them on the Site. Where required by law, or at our discretion, we will provide you with notice thirty (30) days prior to the effective date of the change by sending a message to the email address (or other contact information we have for you at our discretion) associated with your account. Such notice will set out the new clause, or the modified clause and how it read formerly, and the date on which the change will come into effect. If the change results in an increase in your obligations or a reduction in ours, you may cancel this agreement without cost, penalty, or cancellation indemnity, rather than accept the change, by providing us with notice to that effect no later than thirty (30) days after the modification comes into force, using the information in the notice. We may at any time and without notice except where required by applicable law terminate our agreement with you if: (a) you violate any provision of these Terms or of any other agreement you have concluded with us; or (b) if we decide to terminate the subscription program or to cease offering subscriptions on a specific item.

Should you have any questions regarding these Terms you may contact us at customercare@charlottetilbury.com.

Last revised: August 2023

PLEASE READ THIS APP END USER AGREEMENT (THE “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 THESE TERMS DO

We CHARLOTTE TILBURY BEAUTY CANADA INC., a company registered in Canada (company registration number is 926227-0), whose registered office is at 160 Elgin Street, Suite 2600, Ottawa, Ontario, K1P 1C3. (“CTBC”) 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.

Please note that this App is intended for residents of Canada. If you reside in another jurisdiction, this App may not be suited to your needs and its use may not be appropriate. For versions of the App intended for use outside Canada, please visit the app settings and select the country that you reside in. By downloading or using the App, Documentation or Service, you are: (i) indicating your acceptance of, and agreement to be legally bound by, all of these Terms, as they govern your access to and use of the App, Documentation and Service, and any material that may be available to you through the App, Documentation and Service; and (ii) agreeing to comply with all applicable laws and regulations as they may change from time to time.

YOUR PRIVACY

We 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. 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. Those terms 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 https://help.charlottetilbury.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 https://help.charlottetilbury.com/. 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 have reached the age of majority in your jurisdiction of residence 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. By installing the App, you are agreeing to the installation of future updates and upgrades to the App. If the App is updated or upgraded, these terms will apply to the updates and upgrades in addition to any other terms that are presented to you in connection with the update or upgrade.

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 it.

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. Please review the terms of use and privacy policies of any third party sites before visiting 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, translate or create derivative works based on the whole or any part of the App or the Services nor attempt to do any such things or authorize or assist any third party in doing such things; · not remove or alter any proprietary notice or legend regarding CTBC or any third party’s proprietary rights in the App; · not use the App: (i) to defraud any third party; (ii) to distribute obscene or other unlawful materials or information; and/or (iii) to disseminate or encourage conduct that could constitute a criminal offence or give rise to civil liability; and · 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 We grant you a non-commercial, non-exclusive, non-transferable, limited, terminable license to use the App, Documentation and Services solely with your mobile device, throughout Canada, subject to your compliance with these Terms. All intellectual property rights in the App, the Documentation and the Services throughout the world belong to CTBC (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. Except as expressly provided, nothing herein or within the App, Documentation or Service shall be construed as conferring on you or any other person any license under any of our or any third party’s intellectual property rights, including, without limitation, any right to download, display, reproduce, distribute, modify, edit, alter or enhance the App, Documentation or Service in any manner whatsoever. Any rights not expressly granted to you in these Terms are expressly reserved. For greater certainty, you agree that you will not take any action that is inconsistent with our ownership of the App, Documentation or Service.

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 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 CTBC and/or its Affiliates IPR.

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

TO THE EXTENT PERMITTED BY APPLICABLE LAW, CTBC MAKES NO REPRESENTATIONS OR WARRANTIES IN RESPECT OF THE APPLICATION ANY INFORMATION THAT THE APP, DOCUMENTATION OR SERVICE MAKES AVAILABLE TO YOU. THE APP, DOCUMENTATION AND SERVICE, AND ANY INFORMATION THAT IS MADE AVAILABLE TO YOU IS PROVIDED "AS IS" AND "AS AVAILABLE" INCLUDING WITH ALL FAULTS AND ERRORS AS MAY OCCUR THEREIN. TO THE EXTENT PERMITTED BY APPLICABLE LAW AND UNLESS PROHIBITED BY APPLICABLE LAW, CTBC, ON BEHALF OF ITSELF AND ALL PERSONS AND PARTIES ACTING BY, THROUGH OR FOR IT, EXPLICITLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, LEGAL, EXPRESS, IMPLIED OR COLLATERAL, INCLUDING THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, ACCURACY, NON-INFRINGEMENT, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. CTBC DOES NOT WARRANT THAT THE SERVICE WILL CONTINUE TO OPERATE OR REMAIN AVAILABLE FOR ANY PERIOD OF TIME AND DOES NOT WARRANT THAT FUTURE OPERATION WILL BE COMPATIBLE WITH CURRENT OPERATION OR APPLICATIONS. CTBC DOES NOT WARRANT THAT USE OF THE APP OR SERVICE WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE OR THAT DEFECTS IN THE APPLICATION WILL BE CORRECTED. CTBC DOES NOT GUARANTEE THAT THE APP WILL OPERATE ON YOUR DEVICE, AND YOU AND ONLY YOU WILL BE RESPONSIBLE FOR ALL REPAIRS TO YOUR DEVICE AND ANY OTHER LOSSES ACTUALLY OR ALLEGEDLY CAUSED BY THE APP. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO THE EXTENT SUCH JURISDICTIONS' LAW IS APPLICABLE TO THIS LICENSE, IN WHICH CASE CTBC'S WARRANTIES AND CONDITIONS WILL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAWS.

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. Nothing contained in the App or the Services is intended to be medical advice or to be used in the diagnosis or assessment of any health or medical condition. Please do not use the App or the Services as a substitute for medical advice, or refrain from seeking medical advice or following the advice of your medical professional based on something you read in the App or Services. 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.

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 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. 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

To the extent permitted by applicable law, this agreement does not give rise to any rights allowing third parties to enforce any of these Terms.

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

For users who are not consumers residing in the province of Quebec: These Terms are governed by Ontario 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 Ontario courts.

For users who are consumers residing in the province of Quebec: These Terms are governed by Quebec 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 Quebec courts.

MANDATORY AND BINDING ARBITRATION / NO CLASS ACTIONS / WAIVER OF JURY

To the maximum extent permitted by applicable law and excluding consumers who reside in the province of Quebec, 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:

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;

The arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and

Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

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.

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.

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 provincial or federal court for disputes related to a violation or possible violation of Charlotte Tilbury Beauty Canada Inc.’s intellectual property rights.

AMENDMENTS TO THESE LICENSE TERMS

We may update or amend all or any portion of these Terms from time to time to comply with applicable laws or to meet our changing business requirements. Any updates or amendments will be posted on the App.

Where required by applicable law, or at our discretion, we will notify you of any changes to this agreement at least thirty (30) days before the modification comes into effect, by email or any other contact information we have for you in our discretion. Where required by law or at our discretion, this notice will set out the new clause, or the modified clause and how it read formerly, and the date on which the change will come into effect. If the change results in an increase in your obligations or a reduction in ours, you may cancel this agreement without cost, penalty, or cancellation indemnity, rather than accept the change, by providing us with notice to that effect no later than thirty (30) days after the modification comes into force, using the information in the notice. To the fullest extent permitted by applicable law, by continuing to use the App, you agree to be bound by the terms of these updates and amendments.