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1. Introduction and Scope
These terms and conditions apply to all approved resellers ("Reseller") operating in the United Kingdom mainland, including England, Scotland, Wales, Northern Ireland and the Channel Islands ("Territory").
These terms are to be read in conjunction with the Supplier’s Terms and Conditions for the Sale of Goods and Services (B2B). In the event of any conflict, these Resale Terms shall prevail with respect to the ongoing commercial relationship.
2. Supply of Goods
2.1 The Supplier (Pure Ingenious Ltd t/a Ingenious Probiotics) supplies the Goods to the Reseller under these terms.
2.2 The Reseller will place orders for the Goods using the Ingenious Probiotics Trade Order portal on the website www.ingenious-probiotics.com.
2A. Trade Portal Orders
2a.1 Orders shall be placed via the Ingenious Probiotics online Trade Order portal unless otherwise agreed in writing.
2a.2 Submission of an order via the portal constitutes an offer to purchase the Goods.
2a.3 An automated order acknowledgement confirms receipt only and does not constitute acceptance.
2a.4 A binding contract is formed only when the Supplier issues a dispatch confirmation.
2a.5 The Supplier reserves the right to decline or cancel any order prior to dispatch.
2a.6 Payment is required at checkout unless prior written credit terms have been agreed.
2a.7 Orders cannot be amended or cancelled once dispatch confirmation has been issued.
3. Price of Goods
3.1 The prices payable are those listed on the Supplier’s Reseller Order Form and/or Reseller website at the time of order, with the applicable discount and delivery conditions.
3.2 The Supplier may publish a recommended retail price (“RRP”) for the Goods from time to time. The RRP is provided for guidance only and shall not be binding on the Reseller. The Reseller remains free to determine its own resale prices in accordance with applicable competition laws.
3.3 The Reseller shall not engage in promotional activity or pricing practices that materially damage the reputation or premium positioning of the Goods.
3.4 Price lists may be reviewed with two months’ notice, unless exceptional raw material increases require immediate adjustment (with proof supplied).
4. Payment Terms
4.1 Payment is at the point of ordering unless otherwise agreed in writing. The Reseller agrees to comply strictly with payment terms.
4.2 Where credit terms are agreed, interest may be charged on overdue invoices at 8% above the Bank of England base rate.
5. Minimum Order Quantities
5.1 No minimum order targets are currently required (although this may change over time), and no Sale or Return policy applies.
6. Marketing and Support
6.1 The Supplier may, at its discretion, provide free-of-charge marketing materials, including product training, social media content, brochures, and technical documentation.
6.2 Resellers are encouraged to book a quarterly support meeting to share insights and receive updates.
7. Branding and Approved Messaging
7.1 The Reseller may promote and sell using the Provilan and Ingenious Probiotics branding and marketing assets, as provided or approved by the Supplier.
7.2 No unauthorised edits, translations or modifications to marketing content are permitted.
7.3 The Supplier may request updates or corrections to ensure consistency with brand values.
7.4 The Reseller shall not engage in advertising, promotional activity or marketing practices that materially damage the reputation, positioning or brand integrity of the Goods.
8. Reseller Responsibilities
8.1 The Reseller sells the Goods in its own name and for its own account and shall not represent itself as an agent of the Supplier unless expressly authorised in writing.
8.2 The Reseller may sell the Goods via:
- its own physical retail premises; and
- its own branded website(s),
provided that such sales are directed within the authorised Territory.
8.3 The Reseller shall not actively market, advertise or promote the Goods outside the authorised Territory without the Supplier’s prior written consent. For the avoidance of doubt, targeted advertising, paid search campaigns, marketplace listings, or promotional activity directed at customers outside the Territory shall constitute active marketing.
8.4 Sale of the Goods via third-party online marketplaces (including but not limited to Amazon, eBay, or similar platforms) is prohibited unless expressly approved in writing by the Supplier. The Supplier may withhold approval where necessary to protect brand positioning, product integrity, regulatory compliance, or customer experience standards.
8.5 The Reseller shall:
- present the Goods in accordance with the Supplier’s brand guidelines and approved marketing materials;
- ensure product descriptions are accurate and not misleading;
- store and handle the Goods in accordance with the Supplier’s instructions;
- comply with all applicable laws and regulations relating to the marketing and sale of the Goods.
9. Recalls and Returns
9.1 The Reseller is responsible for managing customer returns and complaints locally.
9.2 In the event of a product recall or safety issue, the Reseller shall fully cooperate with the Supplier to ensure prompt corrective action.
10. Confidentiality and Reporting
10.1 The Reseller shall use reasonable diligence to keep the Supplier informed of local market activity, customer feedback, and relevant developments.
10.2 The Reseller agrees to maintain confidentiality around any sensitive or proprietary information shared by the Supplier.
11. Non-Compete Agreement
11.1 During the term of this agreement, the Reseller shall not actively promote or prioritise directly competing probiotic products that are substantially similar in formulation and intended use to the Supplier’s core branded range, where such promotion would materially undermine the Supplier’s authorised distribution model.
12. Sub-Resellers or Agents
12.1 The Reseller may not act on behalf of or bind the Supplier unless specifically authorised in writing.
12.2 In exceptional cases, the Reseller may refer business to the Supplier directly and may receive a commission by separate agreement.
13. Termination
13.1 Either party may terminate this agreement with one month’s written notice.
13.2 Termination does not affect confirmed orders already accepted by the Supplier.
14. Intellectual Property
14.1 The Supplier retains full ownership of all intellectual property rights. The Reseller may not register or modify trademarks, domain names, or other protected assets.
15. Governing Law and Jurisdiction
15.1 These terms are governed by the laws of England and Wales.
15.2 The courts of England and Wales shall have exclusive jurisdiction over any disputes arising in connection with these terms.
16. Language
16.1 These terms are provided in English and shall prevail in case of translation discrepancies.
These Terms were last reviewed and updated on 26th February 2026. Previous versions are available upon request.