Terms of Sale

These Terms of Sale ("Sale Terms") govern each order you, the licensed health professional ("Practitioner" or "you"), place with Phiusion Labs ("we," "us," or "our") for cosmetic skincare products through our shop. They sit alongside the Terms of Service ("ToS"), which governs your overall use of the Service. The ToS covers the platform relationship; these Sale Terms cover the purchase. If a conflict arises on a purchase-specific topic, these Sale Terms control; where they are silent, the ToS applies.

By placing an order through the shop, you accept these Sale Terms. Each checkout asks you to confirm acceptance of the version then in effect, and the acceptance is recorded with your order.

1. Scope

These Sale Terms cover the sale by Phiusion to you of cosmetic skincare products for licensed practitioner use, ordered through the shop area of the Service. The products are cosmetic skincare for licensed practitioner use; they are not approved or cleared as a regulated medical product, and we do not make any disease-treatment claim about them. Your professional judgment, exercised under your license, decides whether and how to use any product with any patient.

These Sale Terms do not cover your subscription to the Service itself (governed by §7 of the Terms of Service), products not offered through the Phiusion shop, or resale by you to anyone other than your own patients (restricted under §6 below).

2. Ordering process

You place an order by adding items to your cart, reviewing the cart, entering or selecting a shipping address, and submitting payment through Stripe at checkout. Volume pricing is applied automatically based on the per-product tiers shown. The card or other payment method you provide is held by Stripe, not by Phiusion; we receive a tokenized reference and the billing address you enter. When Stripe confirms payment, we send an order confirmation email to the address on file for your account, listing the items ordered, the amounts charged, the shipping address, and an order number.

An order is not accepted until you receive the confirmation email. If we cannot accept an order — for example, because an item is out of stock, the price displayed was wrong, or we have not verified your professional license — we will tell you in writing and refund any amount captured. We may decline any order at our discretion, subject to applicable consumer-protection law. You are responsible for the accuracy of the information you enter at checkout, including the shipping address and the contact email.

3. Pricing, currency, and taxes

Pricing and currency. Prices shown in the shop are in United States dollars (USD) for US shipping addresses and in Canadian dollars (CAD) for Canadian shipping addresses, unless the shop displays a different currency for your region. Volume tiers and any active promotions are applied at the cart, and the price that appears in your order confirmation is the price you pay. If your card issuer converts the charge into another currency, the conversion rate and any foreign-transaction fee are set by your issuer.

Pricing errors. If we discover a clear pricing error after you place an order — for example, a decimal-point mistake or a tier configuration bug — we will contact you before shipping to either honor the corrected price with your consent or cancel the order and refund any amount captured.

Taxes. Prices are exclusive of sales, use, value-added, goods-and-services, harmonized, provincial, and similar taxes unless the shop explicitly shows a tax-inclusive price for your region. Where a taxing authority requires us to collect tax, we will add it to your invoice at checkout. We expect to enable Stripe Tax for automated calculation once our accountant provides the relevant classifications and jurisdictions; until then, the tax shown at checkout may not include every tax that applies, and you remain responsible for self-assessing and remitting any tax we do not collect. These Sale Terms are subject to amendment when Stripe Tax is enabled.

Customs and import duties. If we ship across a border, the recipient is the importer of record. Any customs duties, import taxes, brokerage fees, or similar charges levied by the destination country are your responsibility and are not included in the order total. See the Shipping Policy for details.

4. Payment terms

Payment processor. All payments are processed by Stripe, and your use of Stripe is also subject to Stripe's own terms and privacy policy. Phiusion does not store full card numbers or other sensitive payment credentials.

Charge at order. Phiusion is a B2B seller and operates on net-zero terms unless your written contract with us specifies otherwise. We capture payment in full at the time you place the order, before we ship. No deferred-payment, invoice-net, or open-account terms apply by default. If a charge fails after the order is placed, the order is not accepted and we will not ship; you may try again with a different payment method.

Authorized practitioner. You represent that the payment method you submit is one you are authorized to use for the practice on whose behalf you order. Disputes about that authority are between you and the cardholder or account owner; Phiusion will cooperate with Stripe's standard chargeback process. Before raising a chargeback with your card issuer, please contact billing@phiusionlabs.app — most issues (short shipment, damage in transit, item ordered in error) resolve faster through the Refund Policy.

5. Title and risk of loss

Title to, and risk of loss for, the products passes from Phiusion to you when our carrier takes possession of the shipment at our (or our fulfillment partner's) dispatch facility. This is equivalent to Incoterms FOB-origin: from carrier handoff onward, the shipment travels at your risk, and you are responsible for filing any transit-damage or loss claim with the carrier — though Phiusion will help with that claim under the Shipping Policy. Nothing in this section limits your rights under §7 or under the non-waivable consumer-protection statutes called out in §8.

6. B2B only; no resale to consumers without proper professional role

The Phiusion shop is wholesale and B2B. Products are sold to you for use by a licensed practitioner — you, or a licensed practitioner working under your supervision in your practice — with patients of that practice. You agree that:

• You will only purchase products that match your scope of practice and your license.
• You will not resell or transfer products acquired through the shop to anyone other than your own patients in the course of your licensed practice, except where the recipient is themselves a licensed practitioner authorized to dispense the product.
• You will not list, advertise, or sell Phiusion-supplied products on any consumer-facing retail or marketplace channel.
• You will not represent the products as a regulated medical product or as approved by any regulator for the cure, prevention, or mitigation of disease. (See §8 of the Terms of Service.)

Material breach is grounds for refusal of future orders, suspension of shop access, and termination of the Service under §11 of the Terms of Service.

7. Limited warranty

Express warranty on receipt. Phiusion warrants that products will arrive in good condition, sealed where labeled as such, and conforming in description and quantity to the order confirmation. This warranty runs to you, the original purchaser, and is not transferable beyond your practice.

Inspection window. You have 14 days from the date of delivery to inspect each shipment and notify us in writing at support@phiusionlabs.app of any visible defect, shortage, mismatch, or transit damage. Notice within the 14-day window lets us replace or refund the affected items at our option under the Refund Policy. After 14 days, the express warranty in this paragraph ends, and your remaining rights are those set out below and in §8 of the Terms of Service. The warranty does not cover damage from storage outside the labeled conditions, use past the labeled expiration date, tampering with packaging, any use inconsistent with the product label or with your professional judgment, or reactions in an individual patient that are not caused by a defect in the product.

Quebec — legal warranty of quality (non-waivable). Nothing in this section limits, excludes, or substitutes for the legal warranty of quality that Article 1726 of the Civil Code of Quebec imposes on a seller, or any other warranty or remedy that the Quebec Consumer Protection Act or other Quebec law makes mandatory and that cannot be waived by contract. In Quebec, those statutory warranties apply in addition to the express warranty above, and the 14-day inspection window in this section does not shorten the periods set by Quebec law.

Other jurisdictions. In Ontario, the Ontario Sale of Goods Act and the Ontario Consumer Protection Act apply where they cannot be waived; in British Columbia, the BC Sale of Goods Act and the BC Business Practices and Consumer Protection Act apply on the same basis; in other Canadian provinces, the equivalent provincial statutes apply where they cannot be waived. In the United States, Article 2 of the Uniform Commercial Code ("UCC Art. 2," the US states' common framework for the sale of goods) applies as enacted by the state whose law governs the sale; we disclaim implied warranties to the maximum extent UCC Art. 2 or the equivalent state law allows, except for any warranty that cannot be waived under the consumer-protection law of your state.

No efficacy warranty. Phiusion does not warrant that any product will produce a particular cosmetic or wellness outcome in any patient. Outcomes depend on the practitioner's judgment, the patient's individual characteristics, and many other variables outside our control.

8. Limitation of liability

Cap on liability. To the maximum extent permitted by applicable law, Phiusion's total liability arising out of or related to any order under these Sale Terms is capped at the amount you paid Phiusion for that order — or, if the claim is not tied to a specific order, at the total amount you paid Phiusion for products under these Sale Terms in the twelve months before the event that gave rise to the claim. This cap is not stacked with the overall cap in §9 of the Terms of Service; for claims falling under both documents, the higher of the two applies.

Excluded damages. To the maximum extent permitted by applicable law, Phiusion is not liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, or business opportunity, even if we have been advised of the possibility of those damages.

Not a regulated-product warranty. The products are cosmetic skincare for licensed practitioner use. Nothing in these Sale Terms is a warranty that any product is a regulated medical product, that it is suitable for any disease-related purpose, or that it will produce a clinical outcome.

Carve-outs. The cap and the exclusion of damages do not apply to (a) amounts you owe that have accrued, (b) liability for fraud or willful misconduct, (c) any liability that applicable law does not allow to be limited or excluded — including the mandatory provisions of the Quebec Consumer Protection Act and the Civil Code of Quebec (notably the legal warranty of quality at art. 1726), the British Columbia Business Practices and Consumer Protection Act, the Ontario Consumer Protection Act, and any consumer-protection statute of your jurisdiction that declares such limits non-waivable — and (d) personal-injury liability that the law does not allow to be limited.

9. Refunds and returns

Refunds and returns are governed by our Refund Policy, which covers eligible reasons for return, the return-merchandise-authorization (RMA) process, restocking, who pays return shipping, and refund timing. Where it conflicts with these Sale Terms on a refund or return topic, the Refund Policy controls, except that nothing in either document limits a remedy the law of your jurisdiction makes non-waivable.

10. Shipping

Shipping methods, carriers, lead times, geographic coverage, transit-damage claims, and cold-chain handling (where it applies) are governed by our Shipping Policy. Where it conflicts with these Sale Terms on a shipping topic, the Shipping Policy controls. Title and risk of loss pass under §5 regardless of which shipping method you choose.

11. Governing law and dispute resolution

Governing law. These Sale Terms, and any dispute arising out of or related to them or to any order placed under them, are governed by the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable in Ontario, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Arbitration. Disputes are resolved under the arbitration and small-claims framework at §13 of the Terms of Service: binding arbitration administered by the ADR Institute of Canada under its Arbitration Rules then in effect, seated in Toronto, Ontario, for amounts over USD $10,000; small-claims-court forum for amounts at or below USD $10,000; injunctive relief preserved in any court of competent jurisdiction. The class-action waiver in that section applies, except where the law of your jurisdiction makes it unenforceable (including Quebec under art. 11.1 of the Consumer Protection Act).

Quebec consumers. If you are an individual practitioner in Quebec contracting with us in a way that the Quebec Consumer Protection Act treats as a consumer contract, that statute's mandatory disclosure, remedy, and forum rules apply to the extent they cannot be waived by contract.

12. Contact and supervisory authorities

For anything covered by these Sale Terms, write to:

• Billing and order questions: billing@phiusionlabs.app.
• Support, returns, and warranty claims: support@phiusionlabs.app.
• Privacy Officer (Phiusion Labs): Jonathan Garbutt, privacy@phiusionlabs.app.
• Data Protection Officer (Universkin SAS, France): Maître Eric ELABD, +33 (4) 93.00.11.96, dpo@universkin.com. Universkin SAS has appointed Maître Eric ELABD as its Data Protection Officer in compliance with GDPR Art. 37. The contact details published here also satisfy the public-publication prong of GDPR Art. 37(7); the corresponding notification to the Commission Nationale de l'Informatique et des Libertés ("CNIL", the French supervisory authority) is administered by Universkin SAS.

If you have a complaint we have not resolved, you may also contact the supervisory authority for your jurisdiction, as listed in §14 of the Terms of Service and in §13 of the Privacy Notice for Practitioners. For consumer-protection complaints, the relevant authority is usually your provincial consumer-protection office in Canada or your state Attorney General in the United States.

For related documents, see the Terms of Service, the Refund Policy, the Shipping Policy, the Privacy Notice for Practitioners, and the Sub-Processors page.