Terms & Conditions

Miraya Alhayl Terms and Conditions

Last updated: 2/16/26

Important Notice

These Terms and Conditions (“Terms”) govern your use of Miraya Alhayl’s manufacturing services and are incorporated by reference into our manufacturing contracts. By agreeing to the Terms and Conditions in your contract and executing the contract, you acknowledge that you have read, understood, and agree to be bound by these Terms.

These Terms are also accessible via the hyperlink provided in your contract. You must read these Terms before agreeing to them. If you do not agree to these Terms, do not check the agreement box or execute the contract.

1. Acceptance and Scope

1.1 Agreement to Terms

You have accessed and read these Terms via the hyperlink provided in the contract.

You understand and agree to be legally bound by these Terms.

You have authority to bind your organization to these Terms.

You are at least 18 years old and capable of entering into binding agreements.

1.2 Incorporation by Reference

These Terms are incorporated by reference into your manufacturing contract and form an integral part of that contract. The hyperlink to these Terms provided in your contract allows you to access the full text. Your agreement to these Terms is evidenced by your agreeing to the “Terms and Conditions” box in the contract.

1.3 Additional Agreements

These Terms apply to all manufacturing contracts. Individual contracts may include additional specific terms that supplement these Terms.

1.4 Order of Precedence

In the event of any conflict between these Terms and the signed manufacturing contract, the signed manufacturing contract will control only with respect to the specific provisions that directly conflict. All other provisions of these Terms remain in full force and effect.

1.5 Updates to Terms

We may update these Terms from time to time. We will notify you of material changes via email or prominent website notice. For existing contracts, the Terms in effect when you executed your contract will govern unless you expressly agree to updated Terms.

2. Definitions

“Confidential Information” means any non-public information we share with each other, including formulations, processes, customer lists, pricing, and business plans.

“Products” means personal care, cosmetic, and toiletry products we manufacture according to your specifications.

“Specifications” means the detailed requirements, formulations, packaging instructions, and quality standards for your Products.

“Your IP” means intellectual property you own, including trademarks, designs, packaging concepts, marketing materials, and product ideas.

“We,” “us,” “our” means Miraya Alhayl.

“You,” “your” means the individual or entity using our services.

“Manufacturing Commencement” means the earliest of: ordering materials, ordering packaging, allocating production capacity, or initiating preparatory production activities.

3. Our Manufacturing Services

3.1 Services We Provide

We offer contract manufacturing services including:

Product manufacturing according to your specifications

Formulation development when requested

Quality control and testing following Good Manufacturing Practices (GMP)

Packaging, labeling, and assembly services

Batch documentation

Storage and inventory management

3.2 Quality Standards

We maintain compliance with:

FDA regulations for cosmetic and personal care products

Good Manufacturing Practices (GMP)

All applicable federal, state, and local regulations

3.3 Order Acceptance

All orders require our written acceptance.

We reserve the right to reject orders based on capacity or feasibility.

Minimum order quantities may apply.

Lead times are confirmed upon order acceptance.

4. Intellectual Property

4.1 Your Intellectual Property Rights

You retain ownership of:

All trademarks, logos, and brand identities

Product packaging designs and creative materials you provide

Marketing materials and advertising content

Customer lists and business information

Any formulations you provide to us

4.2 Our Intellectual Property Rights

We retain ownership of:

General manufacturing processes and equipment

Manufacturing know-how and operational procedures

Quality control systems and methodologies

Formulations we create specifically for you (subject to your purchase rights below)

4.3 Custom Formulation Rights

When we create formulations specifically for you:

We initially own the formulations.

You may purchase exclusive rights for $10,000 per formulation within one (1) year.

After one year, the purchase price increases to $30,000 per formulation.

Alternatively, ownership transfers to you at no cost after we produce 100,000 units.

Transfer requires a separate written agreement.

4.4 Limited Use Rights

You grant us limited rights to use your intellectual property solely for:

Manufacturing and packaging your Products

Quality control and regulatory compliance

Order processing and fulfillment

Limited retail or wholesale sales of additional units upon failure to pay after written notice and a 10-day cure period

4.5 Manufacturing Overruns

As is standard in commercial manufacturing, production quantities may vary slightly. We may produce and retain excess units of between five percent (5%) and ten percent (10%) of the ordered quantity due to normal production overruns, setup requirements, and quality control processes. Any such excess units may be sold or otherwise disposed of by the Manufacturer in its ordinary course of business. All units produced, including any overruns, will meet the same quality standards as the units delivered to Client.

5. Payment Terms

5.1 Payment Requirements

Important Payment Terms:

We require initial payment before beginning order processing.

No products ship until full payment is received (unless alternative terms are agreed in writing).

All payments must be made via wire transfer or credit card.

You are responsible for all wire transfer fees.

Late payments are subject to 1.5% monthly interest or the maximum rate allowed by law.

5.2 Pricing

Pricing is fixed per accepted proposal.

Prices may be adjusted only for tariff, import duty, or tax increases affecting our costs.

We may modify payment terms based on your payment history with 10 days’ written notice.

5.3 Title and Risk

• Title remains with us until full payment is received.

  Risk of loss transfers to you when products are delivered to the carrier at our facility.

  You are responsible for shipping costs, insurance, and customs duties.

  5.4 Refunds are governed by Section 12.

  6. Product Quality and Compliance

  6.1 Quality Control Process

  Sample Development:

  We provide initial samples for your review.

  You have 14 days to provide feedback.

  Up to 3 sample iterations are included in standard pricing.

  Additional rounds are subject to extra costs.

  Production Process:

  Pre-production review and approval required.

  You may inspect our processes with advance notice.

  In-process quality checks per established protocols.

  Final inspection available before shipment.

  6.2 Inspection and Acceptance

  You must:

  Inspect products upon receipt.

  Notify us of visible defects within 7 business days.

  Report hidden defects within 14 days of discovery.

  Failure to notify us constitutes acceptance of the products.

  6.3 Compliance Responsibilities

  When you provide specifications, you warrant that all specifications comply with applicable laws, and you are responsible for product safety and regulatory compliance.

  When we create formulations, we warrant compliance with manufacturing regulations and ensure ingredient compliance and safety.

  7. Your Responsibilities

  7.1 Marketing and Advertising

  You are solely responsible for:

  All marketing claims and advertising content.

  Product efficacy claims beyond manufacturing specifications.

  Compliance with FDA, FTC, and other advertising regulations.

  Social media and digital marketing activities.

  Product positioning and pricing strategies.

  7.2 Specifications and Changes

  You may modify formulations and specifications with written notice.

  We will review changes for feasibility and compliance within 10 business days.

  Additional costs for changes will be agreed upon in writing.

8. Confidentiality

8.1 Mutual Protection

Both parties will:

Protect each other’s confidential information with reasonable care.

Restrict access to employees who need to know.

Use confidential information only for performance under these Terms.

Not disclose to third parties without written consent.

8.2 Duration

Confidentiality obligations survive termination for 5 years (trade secrets are protected indefinitely).

9. Liability and Indemnification

9.1 Your Indemnification Obligations

You agree to defend, indemnify, and hold us harmless from claims arising from:

Your breach of these Terms.

Your marketing and promotional activities.

Product claims beyond our manufacturing specifications.

Your regulatory violations.

Specifications you provide that violate laws.

Changes you make without our compliance review.

9.2 Our Indemnification Obligations

We agree to defend, indemnify, and hold you harmless from claims arising from:

Manufacturing defects caused by our negligence.

Our breach of manufacturing compliance warranties.

Formulations we create that infringe valid patents.

9.3 Liability Limitations

IMPORTANT LIABILITY LIMITS:

We provide products “as manufactured” according to specifications.

We disclaim all other warranties, express or implied.

Our total liability is limited to amounts you paid us in the preceding 12 months.

We are not liable for consequential, incidental, or punitive damages.

10. Term and Termination

10.1 Term

Our relationship begins when you first engage our services and continues for an initial 2-year term, renewable for 1-year periods with 60 days’ notice.

10.2 Termination Rights

Either party may terminate:

For convenience with 60 days’ written notice.

Immediately for material breach not cured within 30 days.

Immediately for insolvency or regulatory license loss.

10.3 Early Termination Fee

If you terminate for convenience before the term expires, after the manufacturing process has begun, see Section 12.1 for additional fees.

10.4 After Termination

All unpaid amounts become due within 30 days.

We will complete in-production orders (subject to payment).

You have 60 days to remove remaining inventory.

Confidentiality obligations continue.

11. Dispute Resolution

11.1 Resolution Process

We will resolve disputes through:

Good faith negotiations (30 days after written notice).

Executive escalation (30 days).

Mediation through JAMS in Orange County (60 days, costs shared).

Binding arbitration if mediation fails (three-arbitrator panel, JAMS rules).

11.2 Important Dispute Terms

Location: Orange County, California
Governing Law: California law applies
Attorney Fees: Prevailing party recovers reasonable attorney fees
Emergency Relief: Either party may seek court injunction for urgent matters
Class Action Waiver: You waive any right to bring claims on a class or representative basis
Jury Trial Waiver: Both parties waive the right to jury trial

12 Refund Policy

12.1. Limited Refund Circumstances
Miraya Alhayl maintains strict refund standards. Refunds are only considered under the following exceptional circumstances:

(a) Product/Service Defect: If you receive a product or service that materially deviates from the final approved sample, due solely to Miraya Alhayl’s manufacturing error, you may be eligible for a refund.

(b) Non-Delivery: In the event that you have not received the product or service shipped from Miraya Alhayl within 30 days of the scheduled delivery date, and can provide concrete evidence of non-delivery, you may be eligible for a refund.

(c) Pre-Production Manufacturing: For manufacturing services, standard refunds are only available if requested in writing before manufacturing begins. Manufacturing begins when Miraya Alhayl orders materials, packaging, allocates production capacity, or initiates any preparatory activities for your order.

(d) Once the manufacturing process has commenced, any termination by Client shall be deemed a termination for convenience, unless it is due to non-conformance. If Client terminates this Agreement for convenience prior to the expiration of the two-year term Client shall, within thirty (30) days of termination, pay: (i) the full cost of all units produced to date; (ii) the full cost of all materials purchased or committed; and (iii) an amount equal to thirty percent (30%) of the remaining contract value. These amounts are intended to compensate Miraya Alhayl for lost profits, dedicated production capacity, and business disruption.

(e) Custom Packaging and Materials: All custom packaging materials, approved and ordered specifically for Client, including but not limited to boxes, labels bearing Client’s name or branding, jars, lids, and any other packaging components not part of Miraya Alhayl’s standard inventory, shall be the sole financial responsibility of Client. Client shall pay for the full cost of all such custom materials regardless of whether the Agreement is terminated for convenience, terminated due to product non-conformance of other products, or for any other reason.

Custom labels are subject to a minimum order quantity of 10,000 units per SKU, regardless of production order size. Additionally, Miraya Alhayl prints 10% above the ordered label quantity to ensure adequate supply for samples, quality control, and protection against damage during transport. Client is responsible for the full cost of all labels printed, including the 10% overage.

Once approved and ordered, custom packaging costs are non-refundable and non-creditable unless they are damaged, and are calculated independently from finished product costs in the event a refund is given for any reason.

12.2. Non-Refundable Items
The following items or services are categorically non-refundable under California law:

(a) Personalized or Customized Products/Services: Products or services personalized or customized according to your specifications are non-refundable, except for product that materially deviates from the final approved sample due solely to Miraya Alhayl’s manufacturing error.

(b) Services Rendered: Any services that have been partially or fully rendered are non-refundable.

(c) Manufacturing After Commencement: Once the manufacturing process begins as defined above, no standard refunds are available, unless convenience or non conformance.

12.3. Refund Calculation and Processing
Refund Amount: All approved standard refunds are subject to:

• (15%) of the contract value as a processing fee paid to Miraya Alhayl
• All credit card and payment processing fees
• Any costs already incurred by Miraya Alhayl

12.4. Refund Request Process
To request a refund under this policy, you must:

(a) Contact Requirements: Contact customer support at info@mirayaalhayl.com with your order details, including the product or service purchased and clear evidence supporting your refund request

(b) Verification Process: Miraya Alhayl will conduct thorough review of your request, and additional documentation may be required

(c) Response Timeline: Miraya Alhayl will respond within five (5) business days with approval or denial

(d) Processing Time: Approved refunds processed within thirty (30) days using same payment method as original purchase

(e) Claims Waiver: Accepting a refund waives all related claims against Miraya Alhayl