Terms of Service & B2B Terms of Trade

1. Agreement to Terms

By accessing or using the MTO Bases website (mtobases.com), placing an order, or submitting a trade account application, you unconditionally agree to be bound by these Terms of Service and B2B Terms of Trade in their entirety. These terms constitute the entire agreement between you and Reni Brands Pty Ltd and supersede all prior representations, negotiations, or agreements. These terms are governed by the laws of Victoria, Australia. Any dispute shall be subject to the exclusive jurisdiction of the courts of Victoria.

2. Products and Permitted Use

All products supplied by MTO Bases are intended for topical and cosmetic use only. They are not TGA-registered therapeutic goods and no therapeutic, medicinal, or health claims are made or implied. You are solely responsible for ensuring your use, labelling, and sale of our products complies with all applicable laws and regulations in your jurisdiction. Reni Brands Pty Ltd accepts no liability for your failure to comply with applicable laws.

3. Formulation and Manufacturing Disclosure

Products sold through MTO Bases are formulated and manufactured by The Skin Science Company (SSC), operated by Reni Brands Pty Ltd (ABN: 92 692 713 821). SSC operates as an independent formulation and manufacturing entity. By purchasing from MTO Bases, you acknowledge that SSC is the formulator of record and that any claim, dispute, or liability arising from the formulation, quality, or specification of a product is subject to the indemnity limitations set out in these terms. Your maximum recoverable amount from SSC and/or Reni Brands Pty Ltd in respect of any formulation claim is strictly limited to the value of the goods purchased in the relevant order. No claim may be made against SSC or Reni Brands Pty Ltd for any amount exceeding this limit under any circumstances.

4. Labelling Responsibility

When you apply your own branding, labels, or artwork to MTO Bases products, you become the Responsible Person for that finished product under Australian cosmetic regulations. You are solely responsible for ensuring your labels comply with the Industrial Chemicals Act 2019, AICIS requirements, and all applicable state and federal regulations, including correct INCI ingredient lists, allergen declarations, net weight, country of origin, and responsible person details. Reni Brands Pty Ltd and SSC accept no liability whatsoever for regulatory non-compliance arising from your labelling decisions.

5. Orders and Payment

All prices are in Australian Dollars (AUD) and include GST where applicable. An order is only confirmed upon receipt of full payment. Reni Brands Pty Ltd reserves the right to cancel, refuse, or place on hold any order at its sole discretion without liability. Confirmed orders cannot be cancelled, amended, or refunded once processing has commenced.

6. Limitation of Liability and Indemnity Cap

To the maximum extent permitted by law, the total aggregate liability of Reni Brands Pty Ltd, its directors, employees, agents, and related entities (including SSC) to you for any claim — whether in contract, tort, negligence, breach of statutory duty, or otherwise — is strictly limited to the total value of the goods purchased in the specific order giving rise to the claim.

Reni Brands Pty Ltd and SSC are not liable under any circumstances for:

• Loss of profit, revenue, or anticipated savings
• Loss of business, contracts, or goodwill
• Indirect, consequential, special, or punitive damages of any kind
• Regulatory fines, penalties, or compliance costs arising from your use or labelling of products
• Third-party claims made against you arising from your sale or distribution of labelled products
• Any loss or damage arising from carrier delays, transit damage, or force majeure events

You agree to indemnify and hold harmless Reni Brands Pty Ltd, SSC, and their respective directors, officers, and employees against any claim, loss, damage, cost, or expense (including legal fees) arising from your use, labelling, sale, or distribution of products purchased from MTO Bases.

7. Intellectual Property

All content on this website, including text, images, logos, formulation names, and product descriptions, is the intellectual property of Reni Brands Pty Ltd and may not be reproduced, distributed, or used without prior written permission. Custom label artwork submitted by trade customers remains the intellectual property of the submitting party. MTO Bases claims no ownership over customer-supplied artwork.

8. Australian Consumer Law

Nothing in these terms excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition implied or imposed by the Australian Consumer Law that cannot lawfully be excluded or limited. Where the ACL applies, our liability is limited to the extent permitted by law, which may include (at our election) replacing or repairing the goods, or refunding the purchase price.

9. Trade Account Eligibility and Approval

Trade accounts are available to registered Australian businesses (ABN required), salons, clinics, eCommerce retailers, and brand founders. Approval of a trade account application is at the sole and absolute discretion of Reni Brands Pty Ltd. Reni Brands Pty Ltd may refuse, suspend, or terminate any trade account at any time without notice and without liability. Trade pricing, benefits, and access are non-transferable and may not be shared with, assigned to, or used by any third party.

10. Minimum Order Quantities

The following minimum order quantities apply to wholesale accounts:

• Starter Tier: 50 units per SKU
• Trade Tier: 100 units per SKU
• Volume Tier: 250+ units per SKU (pricing on application)

Sample orders (1 unit per SKU) are available to all customers without a trade account and are not subject to wholesale pricing. Sample pricing is for evaluation purposes only and does not constitute a trade rate.

11. Payment Terms

All wholesale orders are payable in full at the time of order placement unless a credit account has been separately approved in writing by Reni Brands Pty Ltd. Approved credit accounts are subject to net-14 payment terms. Invoices not paid within the agreed terms will accrue interest at 2% per month (compounding) on the outstanding balance from the due date. Reni Brands Pty Ltd reserves the right to suspend trade account access, withhold dispatch of pending orders, and refer overdue accounts to a debt recovery agency without further notice.

12. Pricing

Pricing displayed on the website is indicative and subject to change without notice. Confirmed order pricing is locked at the time of order placement and will not be adjusted after confirmation. Volume pricing tiers are applied per SKU per order and are not cumulative across separate orders unless a written volume agreement has been separately negotiated and executed by Reni Brands Pty Ltd.

13. Dispatch and Delivery

All orders are dispatched within 4 business days from our warehouse in Epping, VIC 3076. Dispatch timeframes are indicative and may be affected by stock availability, public holidays, carrier capacity, or circumstances beyond our control. Risk of loss and damage passes to the buyer upon handover to the carrier. Reni Brands Pty Ltd is not liable for any loss, damage, or delay caused by the carrier once an order has been dispatched. Any carrier claims must be lodged directly with the carrier by the buyer.

14. Batch COA and Documentation

A Certificate of Analysis (COA) is included with every order as standard. The COA documents the batch number, formulation reference, and quality parameters for each product dispatched. No order will be dispatched without a confirmed COA on file. If a COA is unavailable for a specific batch, Reni Brands Pty Ltd will notify the buyer and provide an estimated resolution timeframe before dispatch proceeds. The buyer accepts that the COA constitutes the sole and complete quality warranty for the goods. No other warranty, express or implied, is given in respect of product quality beyond what is documented in the COA.

15. Returns, Defects, and Short Deliveries

Wholesale returns are accepted only for the following reasons, subject to the claim process below:

• Defective stock: Products that are visibly defective, contaminated, or materially fail to match the specification documented on the COA.
• Wrong items dispatched: Incorrect SKUs, sizes, or formulations sent against a confirmed order.
• Short deliveries: Quantities received are materially less than the quantities invoiced.

All claims must be lodged within 7 days of receipt by emailing [email protected] with the order number, batch number, and photographic evidence. Claims lodged after 7 days will not be accepted under any circumstances. The maximum remedy available for any approved claim is, at Reni Brands Pty Ltd's sole election, replacement of the goods, issuance of a credit note, or refund of the purchase price of the affected items — and no other amount.

Returns are not accepted for: change of mind; ordering errors by the buyer; incorrect label choices or artwork submitted by the buyer; regulatory non-compliance arising from the buyer's labelling decisions; products that have been opened, used, or had labels applied; or claims lodged more than 7 days after receipt.

16. Batch and Expiry Liability

Reni Brands Pty Ltd and SSC warrant that all products dispatched are within their stated shelf life at the time of dispatch. Expiry dates are printed on each unit. The buyer is solely responsible for managing stock rotation and ensuring products are not sold, distributed, or used beyond their expiry date. Reni Brands Pty Ltd and SSC accept no liability for any loss, damage, regulatory consequence, or third-party claim arising from the buyer's failure to manage expiry dates after the risk of loss has passed to the buyer.

17. SSC Formulator Indemnity

The Skin Science Company (SSC), as formulator of record, provides formulations to MTO Bases on the basis that all downstream liability arising from the buyer's use, labelling, sale, or distribution of products is capped at the value of the goods purchased in the relevant order. By purchasing from MTO Bases, you irrevocably agree that you will not bring any claim, action, or proceeding against SSC for any amount exceeding the value of the goods in the relevant order, and that SSC's liability to you is limited to that amount in all circumstances. This indemnity cap applies regardless of the legal basis of the claim, including but not limited to negligence, breach of contract, breach of statutory duty, or product liability.

18. Mediation Before Legal Action

No party may commence legal proceedings (including court proceedings or arbitration) in respect of any dispute arising from these terms or any order until the following steps have been completed:

1. The claiming party must provide written notice of the dispute to the other party, setting out the nature of the dispute and the remedy sought.
2. The parties must attempt to resolve the dispute in good faith through direct negotiation for a period of 14 days from the date of the written notice.
3. If the dispute is not resolved within 14 days, either party may refer the matter to mediation through the Australian Disputes Centre (ADC) or a mutually agreed mediator. The cost of mediation shall be shared equally between the parties.
4. Only if mediation fails or is refused by the other party may legal proceedings be commenced.

These terms are governed by the laws of Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts of Victoria.

19. Severability and Waiver

If any provision of these terms is found to be invalid, unlawful, or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect. A failure by Reni Brands Pty Ltd to enforce any provision of these terms shall not constitute a waiver of that provision or any other provision.

20. Contact

For any queries regarding these terms, contact us at [email protected]. These terms are governed by the laws of Victoria, Australia. Nothing in these terms excludes rights that cannot be excluded under the Australian Consumer Law.