HIGH DEFINITION BROWS LIMITED TERMS & CONDITIONS FOR BUSINESS CUSTOMERS

This document (“Terms”) sets out the principal terms and conditions that:

a) a Business Customer (the “Business Customer”, “Account Holder”) has agreed to by opening a professional trading account with

b) High Definition Brows Limited, a company registered in England under company number 06483674, with its registered office at Admiral House, Rose Wharf, 78 East Street, Leeds, West Yorkshire, LS9 8EE, and VAT number 946033233 (the “Company”).

1. INTERPRETATION
The following definitions apply throughout this document:

“Terms”
The terms & conditions contained herein and amended from time to time in accordance with clause 19.1. These Terms shall apply to the supply of both Goods and Services provided by the Company, except where application to one or the other is specified.

“Associated Company”
Refers to any other company which is controlled by one or more of the directors of the Company, including but not limited to Karen Betts Limited, Nouveau Lashes Limited, Nouveau Beauty Group Limited, or any subsidiary of any holding company from time to time.

“Business Customer(s)”
Refers to sole traders, firms, corporate bodies, partnerships, and/ or self-employed individuals that wish to open a professional trading account with the Company. It also includes all of those that wish to open a professional trading account with the Company with the intention of becoming a Business Customer immediately upon passing the Training Course or receipt of the Goods.

“Opening Order”
Means the initial Order placed by the Business Customer with the intention of opening a professional trading account with the Company, as detailed in clause 3.2.

“Contract”
The agreement between the Company and the Account Holder for the supply of Goods and/ or Service in accordance with these Terms. The Contract shall be formed as described in clause 3.6.

“Account”
The Business Customer’s professional trading account that enables the Business Customer to purchase Goods and Services from the Company (or its Distributor).

“Account Holder”
That person who is named on the Account as the representative of the Business Customer in respect of all matters pertaining to the relationship between the Business Customer and the Company.

“Authorised Person”
Any person who is authorised in writing by the Account Holder to purchase Goods and Services from the Company under the Account.
“Active Account”
An Account that has not been placed suspended or terminated.

“Distributor(s)”
A company, separate to High Definition Brows Limited, which has been authorised by the Company to offer Training Courses, certify Stylists, and sell Goods to Account Holders, in a designated territory.

“Order”
An offer to purchase Goods and/ or Services from the Company.

“Standard Price”
The cost of Goods and/ or Services as specified on the Company’s website, found at www.hdbrows.com.

“Goods”
Refers to any of the Company’s retail or professional products, Start Up Kits, literature, marketing materials, furniture range, and other branded materials that are available for purchase.

“Delivery Location”
Has the meaning set out in clause 5.8.

“Concession(s)”
Refers to a package purchased under an Account including training, furniture, and other branded materials to introduce the Brand into a salon or designated area.

“Stockists”
Refers to those who have an Account under the basis of selling the Company’s retail range of Goods to their customers. Stockist Accounts are available to those who do not wish to offer any other HD Beauty Treatments, these are known as ‘Stockist Only’ Accounts.

“Services”
The beauty treatment training provided exclusively by the Company (and its Distributors).

“Stylist(s)”
A delegate that has attended a Training Course with the Company (or its Distributors) and is fully trained and certified to carry out Treatments.

“HD Brows”
Also known as High Definition® Brows, the branded eyebrow treatment developed and taught exclusively by the Company (and its Distributors).

“Treatment(s)”
Refers to any of the branded beauty treatments taught to Stylists by the Company (and its Distributors) to be offered to consumers; including HD Brows, HD Brows Express, HD Brows Lightening, Facial Waxing, Makeovers, Nacial, Brow Extensions, and HD Brows Microblading treatments (this list is non-exhaustive).

“Re-start Package(s)”
A set package which all Stylists must purchase should they wish to perform HD Brows Treatments after leaving their Account Holder. Costs of the package vary depending on whether the package is authorised by the Stylist’s original Account Holder. Contents of the package may vary.

“Transfer Package”
A set package only applicable if the Stylist wishes to continue offering Treatments under the employment of another Account Holder. Contents of the package may vary. Price available on request.

“Handover(s)”
When an Account Holder chooses to irrevocably gift their Account to a nominated person, enabling the nominated person to become an Account Holder without placing an Opening Order, subject to clause 3.2.3 and its sub-clauses.

“Training Course(s)” (‘Training’)
Refers to the beauty treatment training courses taught exclusively by the Company at its authorised training academies or venues (and those of its Distributors) including HD Brows training, the Pro and Master Classes, HD Brows Microblading, our make up courses, the Refresher Class, and any additional course which the Company may choose to develop and market in the future.

“HD Brows Refresher Class” (‘Refresher Class(es)’)
A 1-day course that must be attended at least once by all HD Brows Stylists, to refresh the skills learnt during their initial HD Brows training. Repeat attendance is recommend annually.

“Salon Finder”
An exclusive and highly effective tool for advertising businesses with an Active Account, found at https://hdbrows.com/salon-finder/.

“Intellectual Property”
Includes patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Staff”
Means any employees, agents, delegates, consultants, contractors, and any other persons of a Business Customer or the Company, including anyone who has dealings with the Company during its engagement with a Business Customer.

“Business Day”
A day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.

“Commencement Date”
Has the meaning given to it in clause 3.6.

“Force Majeure Event”
Has the meaning given to it in clause 18.1.

2. CONSTRUCTION
The following definitions apply throughout these Terms:
2.1 Any and all references to a person(s) or individual includes a natural person, corporate or unincorporated body (whether or not having separate legal personality)
2.2 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
2.3 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

3. THE CONTRACT
3.1 The Company will only accept Opening Orders from Business Customers.
3.1.1 All Orders placed under this Contract are deemed to be business to business, these Terms are exempt from the Consumer Contracts Regulations 2013 and no cooling off period is applicable to your booking.
3.2 An Opening Order for a Training Course, Concession, Stockist Only Package, or Re-start Package will open a new Account for the Business Customer under a named Account Holder.
3.2.1 Further Orders placed by the Account Holder will be recorded under the same Account.
3.2.2 Only Orders placed by the Account Holder or Authorised Person under an Active Account will be accepted by the Company.
3.2.3 Should an Account Holder wish to irrevocably Handover all of their rights under their Account to a nominated person, signed authorisation naming the nominated person as the new Account Holder must be provided to the Company as proof (in compliance with Data Protection regulations). No Handovers will be accepted without this proof. Handovers may only be authorised by and at the discretion of the Company, and the Company reserves the right to refuse Handovers.
3.2.3.1 Should a Handover be authorised by the Company, the nominated person expressly agrees to become an Account Holder and to be bound by the Terms & Conditions set out herein.
3.2.3.2 The Handover of an Account effectively Terminates the rights of the original Account Holder under this Agreement.
3.3 Before accepting any Orders, the Company reserves the right to obtain a Tracker report in relation to the Business Customer and charge the Business Customer £15.00 for doing so. Any such report will detail, for example, the Business Customer’s officers, shareholders, credit score, turnover and any insolvency appointments. For the avoidance of doubt, obtaining a Tracker report in relation to the Business Customer will not affect the Business Customer’s credit score or credit history in any way.
3.4 Placing an Order constitutes an offer by the Account Holder to purchase Goods and/ or Services from the Company in accordance with the Terms.
3.5 The Account Holder shall ensure that its Order and the details it has provided to the Company (such as delivery location and email address) are complete and accurate.
3.6 An Order shall only be deemed to be accepted when the Company issues written acceptance of the Order (usually by email) at which point and on which date the Contract between us shall come into existence (“Commencement Date”).
3.6.1 The Contract constitutes the entire agreement between the parties. The Business Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in the Contract.
3.6.2 Any descriptive matter or advertising issued by the Company along with any descriptions and/ or illustrations of the Goods and Services shown on the Company’s website, social media pages, or contained within emails and printed materials provided by the Company for the sole purpose of giving an approximate idea of the Services and/or Goods described in them, shall not form part of the Contract or have any contractual force.
3.6.3 The Company reserves the right to amend the specification of the Goods and/ or Services at any time during or after the Commencement Date if required by any applicable statutory or regulatory requirements.
3.6.4 These Terms apply to the Contract to the exclusion of any other terms & conditions that the Business Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.6.5 Each separate Order placed under the Account will form a separate Contract between the Account Holder and the Company.
3.6.6 Where applicable, Contracts shall be deemed fulfilled once the Account Holder has
a) received its Goods as described in clause 5.10 (subject to clause 5.12); or
b) its delegate has attended the Training Course; or
c) whichever occurs first for Contracts pertaining to both Goods and Services.
3.7 The details of the Order, including (where applicable) the Training Course delivery date and location that the Training Course is due to take place, shall be outlined in the written acceptance of the Order.
3.7.1 If the written acceptance of the Order is not received within eight (8) hours of the Order being placed, the Account Holder must call the Company immediately on 0844 801 68 10 to ensure the correct email address has been provided.

4 PRICE AND PAYMENT
4.1 The price for the Goods and/ or Services shall be the price set out in the Order or, where a price is not given during the Order, the Standard Price shall be applied.
4.1.1 For Training Courses purchased at a discounted price as part of an offer or due to late availability, the course date and price set out in the Order shall be non-transferable. Should the Account Holder request a change to the course date for any reason, the discount will no longer apply and any outstanding balance plus the difference to increase the total amount payable to the Standard Price will be due in accordance with clause 4.8.
4.2 Any quotation given by the Company shall not constitute an offer, and is only valid for a period of twenty one (21) Business Days from its date of issue.
4.3 The Company reserves the right to increase the price of the Goods, by giving notice to the Account Holder at any time before delivery, to reflect any increase in the cost of the Goods to the Company that is due to:
4.3.1 any factor beyond the control of the Company (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); and/ or,
4.3.2 any request by the Account Holder to change the delivery date(s), quantities or types of Goods ordered.
4.4 In respect of all Orders, the Company shall invoice the Account Holder on or at any time after the Commencement Date.
4.5 All amounts payable by the Account Holder under these Terms are exclusive of amounts in respect of value added tax (“VAT”) chargeable by law.
4.6 The Account Holder shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding, except as required by law.
4.6.1 By entering into the Contract, the Account Holder holds themselves out as a director, owner, or member of a Limited Liability Partnership and expressly agrees to take personal responsibility for all debts due to the Company under the Account. The Account Holder unconditionally and irrevocably guarantees to make payment of all sums due to High Definition Brows Limited under the Account, without delay.
4.7 In respect of Services only, where payment is not taken in full at the time the Order is placed, a non-refundable booking fee will be taken at the time of the Order to secure the delegate’s place on the chosen delivery date
4.8 All payments for Training Courses must be paid in full prior to the course delivery date.
4.8.1 Any outstanding payments for Orders will be due twenty one (21) days prior to the course delivery date. Any course related materials will only be dispatched after full payment for the course has been received. The Company reserves the right to refuse entry onto a course or withhold certificates and Starter Kits if full payment has not been received.
4.9 Any Business Customer which places an Opening Order for a Concession or Stockist Only Package may be given the option to pay a 20% deposit at the time of placing the Order then make use of a 30-day account to pay off the remaining balance. Complete payment must be made within 30-days of taking delivery of the Goods that constitute whole or part of the Order from the Company.
4.10 Where any payments due are not paid in full, the Company reserves the right to suspend the Account with immediate effect.
4.10.1 The Company reserves the right to pass on any debts overdue to a third party debt collection agency, at the cost of the Account Holder.
4.10.2 Where applicable, the Company may also seek to recover any debts owed to it through the relevant court system, at the cost of the Account Holder.
4.11 The Company reserves the right to increase its prices at any time, prices stated in these Terms will only be valid for a period of three (3) months from the date that the Account Holder signs this document.

5 ORDERING GOODS
5.1 The Goods are described on the company’s website, found at www.hdbrows.com.
5.2 Subject to any sell by or use by dates provided with the Goods or otherwise provided by the Company, the Company warrants that on delivery, and for a period of twelve (12) months from the date of delivery (“warranty period”),] the Goods shall:
5.2.1 conform with their description;
5.2.2 be free from material defects in design, material and workmanship;
5.2.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
5.2.4 be fit for any purpose held out by the Company.
5.3 Subject to clause 5.4, the Company shall (at its option) replace any defective Goods, or refund the price of any defective Goods in full, if:
5.3.1 the Account Holder gives notice in writing during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.2, and
5.3.2 the Account Holder returns such Goods to the Company’s place of business at the cost of the Account Holder (while ensuring that the packaging and method used to return the Goods is suitable for ensure their safe return to the Company), and
5.3.3 the Company is given a reasonable opportunity of examining such Goods and determines, in its reasonable opinion, that the Goods are defective.
5.4 The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.2 if:
5.4.1 the Account Holder makes any further use of such Goods after giving a notice in accordance with clause 5.3.1; and/ or
5.4.2 the defect arises because the Account Holder or its staff failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods, or (if there are none) good trade practice; and/ or
5.4.3 the Account Holder alters such Goods without the written consent of the Company.
5.5 Except as provided for under this clause 5, the Company shall have no liability to the Account Holder in respect of the Goods’ failure to comply with the warranty set out in clause 5.2.
5.6 These Terms shall also apply to any repaired or replacement Goods supplied by the Company under clause 5.3.
5.7 The Company shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Account Holder and Company details, the type and quantity of the Goods (including the descriptions of the Goods, where applicable) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
5.8 The Company shall deliver the Goods to the location specified by the Account Holder whist placing the Order (“Delivery Location”).
5.9 Delivery of the Goods shall be completed upon the Goods’ arrival at the Delivery Location or, in the event that the Goods are collected, at the time that they are collected by the Account Holder or its agent.
5.10 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Account Holder’s failure to provide the Company with adequate delivery instructions or any other instructions that may be relevant to the supply of the Goods.
5.11 The Company may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Account Holder to cancel any other instalment.

6 TITLE AND RISK
6.1 The risk in the Goods shall pass to the Account Holder upon completion of delivery, as described in clause 5.9.
6.2 Title to the Goods shall not pass to the Account Holder until the earlier of:
6.2.1 the Company receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Company has supplied to the Account Holder, in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; or
6.2.2 the Account Holder resells the Goods or uses them in the course of its business, in which case title to the Goods shall pass to the Account Holder at that time. If Goods are resold or used before the Account Holder pays the Company in full, although the title for these Goods will pass to the Account Holder, the Company retains its right to reclaim the total cost of the Goods from the Account Holder.
6.3 Until title to the Goods has passed to the Account Holder it shall:
6.3.1 store the Goods separately from all its other goods, so that they remain readily identifiable as the Company’s property; and
6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and
6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Company’s behalf from the date of delivery; and
6.3.4 give the Company such information relating to the Goods as the Company may require from time to time.
6.4 If before title to the Goods passes to the Account Holder it becomes subject to any of the events listed in clause 16.1 then, without limiting any other right or remedy, the Company shall
6.4.1 suspend the Account Holder’s right to resell the Goods or use them in the ordinary course of its business; and
6.4.2 require the Account Holder or its agent(s) to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
6.4.3 if the Account Holder fails to complete actions 6.4(a) and/ or (b) as requested by the Company, enter any premises of the Account Holder or of any third party where the Goods may be stored in order to recover them.

7 CANCELLING ORDERS AND REFUNDS
7.1 The Business Customer has fourteen (14) days from the Commencement Date (as described in clause 3.6) to cancel the Contract and receive a full refund without reason, subject to clause 7.1.1. After this period has lapsed refunds may be refused, booking fees retained and an administrative charge of £70+VAT applied, where applicable.
7.1.1 Once a Training Course has been initiated, the Business Customer will have no entitlement to a refund of any payment or cash alternative from the Company.
7.2 All refund requests should be put in writing, in accordance with clause 20.3.
7.3 All course materials, marketing, or other documentation supplied by the Company and associated with the Contract must be returned to the Company’s postal address no later than seven (7) days after the date of cancellation. Refunds will not be processed until all materials are returned to the Company in their original condition.
7.4 All refunds will be processed within two (2) working days of receipt of the returned materials, however, this may take up-to seven (7) working days to be processed by the bank.
7.5 Once the refund has been issued the Company will send out written confirmation to the Business Customer, for its records.
7.6 Where appropriate, in lieu of a refund, the Company reserves the right to request a change to the delivery date of the Training Course to allow the delegate to attend the Training Course at a more suitable time.
7.6.1 The Business Customer may also request this remedy, if the Company is notified in writing at least five (5) working days prior to the delivery date of the Training Course.
7.6.1.1 Subject to availability, permitted changes to Training Course dates cannot be guaranteed. Changes to course dates requested by the Account Holder within twenty one (21) days of the delivery date of the Training Course may result in an additional administrative charge of £70.00+VAT.
7.6.1.2 The delivery date of the Training Course must be booked and attended by the delegate within twelve (12) months of the Commencement Date. After this period has lapsed the Company will retain all booking fees and the Order will be cancelled.
7.7 No-shows without prior authorisation from the Company are not acceptable and the Company will not issue any refunds in such circumstances.
7.7.1 Whereby the Training is made up of more than one section, should a delegate fail to at attend one section without prior authorisation from the Company, the subsequent sections of the Training will be automatically cancelled with no refund to the Account Holder. The Training can be re-booked in its entirety at the current market rate.
7.7.2 Concerning HD Brows Microblading Training only, should a delegate not attend a booked Practical Assessment date without prior authorisation from the Company, the Account Holder must re-book the assessment at a later date for a cost of £200.00 (+VAT).
7.7.2.1 Should a delegate fail a Practical Assessment, a further assessment day will be provided by the Company free of charge to the Account Holder.
7.8 Cancellation of an individual Contract can occur without cancellation of the Business Customer’s Account, except where the Contract applies to an Opening Order in which case the Account shall be Terminated immediately upon cancellation of the Contract.

8 DISTRIBUTORS
8.1 The Company reserves the right to appoint an authorised Distributor in any territory that it deems appropriate (in accordance with any separate contract that it may be subject to). Should this occur, any existing Account Holders based in that territory will automatically become Business Customers of that Distributor and notified of this change accordingly.
8.2 Currently the Company has Distributors covering the territories of Northern Ireland, the Republic of Ireland, Russia, Belarus, Ukraine, and Kazakhstan. Account Holders in all other territories are automatically assigned as customers of High Definition Brows Limited, until such time as they receive notification pursuant to clause 8.1.
8.3 For the avoidance of doubt, no distributor rights are granted to Business Customers even when there is no authorised Distributor based in their country.
8.4 For any Business Customers based outside of the UK and the territories covered by the Distributors listed in clause 8.2, it is that Business Customer’s sole responsibility to ensure that the treatments and products offered to its clients are compliant with any local regulations and legislations applicable.

9 ACTIVE ACCOUNTS
9.1 An Active Account allows the Account Holder (and/ or it’s delegates) to (as relevant):
9.1.1 purchase branded professional products, and
9.1.2 purchase selected branded retail products at a trade rate for the purpose of re-selling to its customers (subject to customer group), and
9.1.3 access branded marketing materials created for and supplied by the Company, and
9.1.4 offer Treatments, and
9.1.5 list up to three (3) places of business on the Company’s Salon Finder (under the relevant Treatment(s)) located at www.hdbrows.com/salon-finder/.
9.1.5.1 The Account Holder is solely responsible in ensuring that its place(s) of business listed on the Salon Finder are correct and up-to-date.
9.1.5.2 The Account Holder must notify the Company immediately should any (or all) of its Stylists leave its business, in order to keep the Salon Finder up-to-date.
9.1.5.3 Clause 9.1.5 is at all times subject to any technical errors with the Company’s website or a Force Majeure Event as described in clause 18.1.
9.1.5.4 Under no circumstances whatsoever will the Company accept any liability for any loss of profit, whether indirect or consequential loss arising from or in association with the Salon Finder.
9.1.5.5 Should the Business Customer’s Account become suspended or terminated for any reason, it’s place(s) of business will be immediately removed from the Salon Finder.
9.2 Where the Account Holder is in possession of any HD Brows branded professional products, equipment, workstations, furniture, or retail stands that are no longer required, it is strictly forbidden to make sale of these Goods and they should be disposed of accordingly.
9.2.1 The Account Holder irrevocably agrees that it shall not, and its agents shall not, purchase any HD Brows professional products from any other source or Account Holder but from the Company directly (or its authorised Distributors). Any breach, or attempted breach in the Company’s reasonable opinion, of this clause 9.2.1, may result in the suspension of the Business Customer’s Account.
9.3 To maintain an Active Account, the Account Holder must (where relevant):
9.3.1 purchase and pay for Goods to the value of at least £150.00 within every three (3) month period – applies to HD Brows professional (treatment) products only, to ensure that its kit products are fit for use and not expired. This requirement commences from that date which is three (3) months from the delivery date of the Training Course; and/ or
9.3.2 purchase and pay for Goods to the value of at least £150.00 within every six (6) month period – applies to HD Brows retail (makeup) products only, to ensure that its tester products are fit for use and not expired. This requirement commences from that date which is six (6) months from the date of delivery of the Goods.
9.3.3 Account Holders in breach of clause 9.3 will be contacted by the Company and provided with the opportunity to place a relevant Order to maintain an Active Account, as described in clauses 9.3.1 and/ or 9.3.2. Failure to rectify the breach will result in the suspension of the Business Customer’s Account, under the presumption that Treatments are no longer being offered and therefore no further professional products and/ or tester products are required.

10 ACCOUNT HOLDER’S RESPONSIBILITIES
10.1 The Business Customer must notify the Company prior to the delivery date of the Training Course if it has any affiliation or connections with colleges, beauty training schools or other educational establishments. Under the circumstance where this information is provided to the Company during a training course, the delegate will be asked to leave the course immediately and the Business Customer’s Order will be cancelled. In this situation the Business Customer will not receive a refund and the delegate will not be authorised to finish the course or become a Stylist. The Company reserves the right to refuse training to anyone with affiliation or connections with colleges, beauty training schools or other educational establishments.
10.1.1 If an Account Holder and/ or its Stylist(s) forms any affiliation or connections with colleges, beauty training schools or other educational establishments at any point, it must contact the Company immediately so that it can be determined whether or not the affiliation or connection is, or may be, detrimental to the business of the Company.
10.2 It is the responsibility of the Account Holder to assess whether the Training Course(s) it books is suitable for the delegate’s personal needs, prior to attendance. The Company accepts no liability for disruption of learning due to pre-existing conditions including (but not limited to); medical issues, disability, or pregnancy. For more details regarding the Company’s facilities and the suitability of its training courses for the delegate, please contact the office team immediately on 0844 801 68 10.
10.3 The Account Holder may be required to purchase a ‘Start Up Kit’ for each member of its Staff that attends a HD Brows Training Course, this will be explained at the time the Order is placed.
10.3.1 When placing an Opening Order, all Start Up Kits and any other Goods ordered will only be delivered (or dispatched) to the Account Holder once the delegate has successfully completed the Training Course
10.3.2 For those attending the HD Brows Microblading Training only, any relevant kits included within the Account Holder’s training package will be provided to the delegate upon attendance of the training academy.
10.4 Once a delegate successfully completes a Training Course, the Company shall issue a pass certificate to the Account Holder and not to the delegate; this will remain the property of the Account Holder unless written confirmation is received from the Account Holder confirming otherwise.
10.4.1 Certificates are issued and posted within twenty-one (21) days of the delegate successfully completing the Training Course. If a certificate is not received within thirty (30) days of the delegate successfully completing the Training Course, it is the responsibility of the Account Holder to notify the Company. Failure to notify the Company of any issues with the certificate (including spelling errors) within ninety (90) days of course completion will result in a charge for any replacement certificates sent by the Company.
10.5 Where an Account Holder has not attended any Training Courses and is left with no Stylists on its Staff, it must inform the Company immediately, stop offering HD Brows Beauty Treatments, and remove all uses of the Company’s intellectual property from its marketing until such time as either; the Account Holder attend a Training Course, or sends another member of its Staff to attend a Training Course, or it hires another Stylist who has already trained with the Company (subject to clause 10.5.1).
10.5.1 When hiring a Stylist, a Transfer Package may be necessary – applicable only to Stylists who have trained under an Account Holder and then choose to transfer their employment to another salon with another Account Holder already on its Staff. The cost for a Transfer Package is available upon request.
10.5.2 Should a Stylist wish to leave the employment of an Account Holder and open an Account, a Re-start Package must be purchased by the Stylist before further HD Brows Beauty Treatments can be offered.
10.5.3 The Account Holder agrees never to hold the Company liable for any loss of profi¬t should any or all Stylists trained under its Account chose to leave its business.
10.6 If an Account is suspended the Company reserves the right to demand the Account Holder to purchase a Start Up Kit (at a cost to the Account Holder) before reactivation takes place, and under the condition that all Stylists under the Account attend a mandatory Refresher Class (at a cost to the Account Holder per Stylist) within six (6) months of the “Account Reactivation”. All costs will be confirmed at the time of reactivation and complete payment must be made by the Account Holder on the date that the account is reactivated (or such date as agreed between the Account Holder and the Company at the time of Account Reactivation).
10.7 To keep up-to-date with news and developments from the HD Brows Brand, Account Holders and its Stylists (upon successful completion of the Training Course) are encouraged to join the ‘HD Brows Stylist Collective’ forum on Facebook, located at https://www.facebook.com/groups/stylistcollective/.

11 REFRESHER CLASSES
11.1 HD Brows Stylists are provided with one (1) free of charge place on the Refresher Class as part of the initial HD Brows Training Course booking, unless stated otherwise at the time of booking.
11.1.1 To book the free Refresher Class, the Account Holder must pay a booking fee of £25.00 (exclusive of VAT) to secure the chosen delivery date of the Training Course. The booking fee may be used to purchase Pro Products up to the value of £25.00 (exclusive of VAT) on the day of the course.
11.1.2 Should a Stylist fail to attend the free Refresher Class without prior authorisation from the Company, the booking fee will be retained by the Company as an administrative charge and no further free Refresher Classes will be offered to the Account Holder for this Stylist.
11.1.3 All invoices for Goods ordered during a Refresher Class must be paid in accordance with these Terms.
11.1.4 Where a Refresher Class is not booked within six (6) months of the Stylist attending the initial two (2) day HD Brows Training Course, the Account Holder will be charged £95.00 (+VAT) for the Stylist to attend this class. Attendance of the Refresher Class is mandatory within twelve (12) months of the Stylist’s completion of the HD Brows Training Course (subject to availability).
11.2 The Account Holder must ensure that all Stylists under its Account attend a Refresher Class each and every calendar year.
11.3 The Company may, acting reasonably and at its discretion, request that any (or all) Stylists under an Account Holder attend a Refresher Class in the event that a serious complaint, or a series of minor complaints, is received relating to the quality of the HD Beauty Treatments provided.

12 MICROBLADING
12.1 HD Brows Microblading training is offered through our Associated Company, Karen Betts Limited, under the K.B. Pro brand.
12.1.1 Any complaint, grievance, or other problem arising from or in connection with HD Brows Microblading training should be addressed to Karen Betts Limited directly.
12.2 Pre-Study. HD Brows Microblading training includes pre-study online learning, the delegate is solely responsible for completing all of the relevant online modules before attending the academy training days.
12.2.1 Access to the online learning will only be granted once the Terms herein have been signed by the Account Holder and returned to the Company, whereby an activation link will be issued. Once this link has been issued, the Training Course will be deemed as initiated, subject to clause 7.1.1.
12.2.2 The delegate must complete the entire HD Brows Microblading Training course within six (6) months of the course being initiated as described in clause 12.2.1.
12.3Level 4 Qualification. HD Brows Microblading has been designed so that delegates may achieve Level 4 qualification upon completion of the training. Level 4 qualification is not automatic and must be declared to the Company by the delegate at least 24 hours before the course commences.
12.3.1 Level 4 qualification can only be achieved by delegates which already hold a Level 3 qualification. Level 3 qualification may also be achieved as part of the HD Brows Microblading course by completing the Anatomy & Physiology online learning before the Microblading course commences (at an additional cost to the Account Holder of £199 (+VAT)).
12.3.1.1 The Anatomy & Physiology online learning includes a test which must be passed before the course completes and Level 3 qualification issued. Should the delegate fail this test, they are able to retake it at no extra charge.
12.3.2 Delegates who do not wish to achieve the Level 4 qualification right away may choose to apply for a retrospective qualification six (6) months after completing Microblading training for an additional cost to the Account Holder of £395 (+VAT). Further requirements must be met before Level 4 qualification is issued, please contact the team on 0113 224 7907 for further details.
12.4 Training Material. Part of the Microblading training includes the use of pigskin as a practice medium. The Company respects the rights and beliefs of all its customers and should the use of this material cause offence or conflict with the beliefs of any delegate, an alternative medium will be sought. Please advise the Company of any special requirements at the time of booking.
12.5 Models. The Company reserves the right to refuse to allow you to perform a Treatment on a model for any reason.
12.5.1 Models will not be supplied by the Company for Microblading training assessments, delegates must source suitable models to attend the course on assessment days.
12.5.2 Models must be at least 18 years of age, and not pregnant or breastfeeding, and are subject to completion of a patch test and Health Questionnaire.

13 BRAND GUIDELINES
13.1 To maintain an Active Account, the Account Holder undertakes to the Company that it shall, and its Staff shall, (as relevant):
a) always complete Treatments exactly as they are taught to be performed on the Training Course(s) (subject to contraindications); and
b) only ever use HD Brows branded retail and professional products within Treatments; and
c) always aim to sell Treatments and retail HD Brows products for the recommended retail prices (RRP), as stipulated by the Company from time to time; and
d) never sell any HD Brows products and/ or offer for sale any Treatments and/ or use any of the Company’s copyrighted materials on websites such as eBay, Amazon or any other similar third party platform or facility without prior written consent from the Company (this is a non-exhaustive list); and
e) never offer for sale any Treatment(s) and/ or retail any HD Brows products at any location associated or situated within a high street shop, discount outlet, and/ or department store (without prior written permission from the Company); and
f) never offer for sale any HD Brows professional (treatment) products, branded furniture, and/ or retail display units; and
g) only ever display HD Brows products on the branded Retail Display Units and/ or any other furniture provided by the Company for the specific promotion of the HD Brows® Brand; and
h) update any (and all) branded marketing materials (including online) within six (6) months if requested to do so by the Company; and
i) never train others to perform Treatments; and
j) never allow someone who has not been trained and certified directly by the Company to perform Treatments.
13.2 Any breach of clause 13.1 may result in the suspension and/ or termination of the Business Customer’s Account.

14 INTELLECTUAL PROPERTY RIGHTS
14.1 The Company is either the registered proprietor or authorised licence holder to all of the intellectual property assets associated with or used by the HD Brows Brand; including marks, imagery, logos, promotional material and course literature created by or for us, and whether used individually or together constitute the HD Brows “Brand”.
14.1.1 The trade mark portfolio of High Definition Brows Limited includes (but is not limited to) the Community Trade Mark number 009477134 for the words ‘HD BROWS’, Community Trade Mark number 011694981 for the Device ‘HD BROWS’, Community Trade Mark number 014275564 for the words ‘HIGH DEFINITION’, Community Trade Mark number 014275523 for the Device ‘HIGH DEFINITION’, and UK Trade Mark number 03088867 for the Device Series ‘HD’, in relation to providing beauty treatment services, retail services including cosmetics, arranging training courses and other beauty salon services.
14.1.2 The Company’s trade mark portfolio also includes; UK Trade Mark number 03163993 for the word ‘NACIAL’, and UK Trade Mark number 03164108 for the word ‘V-TEC’ in relation to cosmetics, retailing, and beauty salon services.
14.1.3 Where any of the Company’s trade marks and/ or copyrighted materials are used, it should be noted that this Intellectual Property is protected whether the ® registered or © copyright symbols are applied to the works or not, and should not be copied or reproduced (in a way that could infringe the mark(s) or copyright), unless express prior authorisation is given directly from the Company, in writing.
14.2 All Intellectual Property Rights in the Goods and Services shall remain at all times under the ownership of the Company. The Business Customer’s Account does not give it any right to register, claim ownership of, or allow any other persons or party to use the Company’s Intellectual Property.
14.3 Account Holder’s are granted a non-exclusive licence to use the Intellectual Property of the Brand, subject to its adherence to these Terms.
14.3.1 Use of the Company’s copyrighted materials, including (but not limited to) marketing imagery and logos, is authorised only when such materials can be found in the ‘Marketing HUB’, located on the Company’s website at https://www.hdbrows.com/shop/pro/marketing-hub/, and used exclusively to promote and sell HD Brows Beauty Treatments and products. Manipulation and/or adding writing to these copyrighted materials is prohibited.
14.3.2 Use of the Company’s trade marks (in whole or part) as a business name, email address, website URL, or social media profile name(s) is prohibited unless prior written consent has been received from the Company.
14.3.3 The Intellectual Property licence granted with every Account shall automatically end should the Account be terminated, suspended and/ or terminated for any reason.
14.4 Any infringements of the Company’s trade marks, copyrights, and/ or other intellectual property will incur a charge and legal action may be taken, where necessary. This enables the Company to successfully protect the Brand and the investments of Account Holders. For further information or to report any misuse of the Brand, please contact the Company’s Brand Protection Team at legal@hdbrows.com.

15 CONFIDENTIALITY
15.1 The Business Customer (“Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the Company (“Disclosing Party”), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business, its Goods and/ or Services which the Receiving Party may obtain. The Receiving Party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Receiving Party’s obligations under these Terms, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to them. The Receiving Party may also disclose such of the Disclosing Party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 15.1 shall survive cancellation of the Contract and suspension and/ or termination of the Business Customer’s Account.

16 TERMINATION OF ACCOUNTS
16.1 Without limiting its other rights or remedies, each party may terminate the Business Customer’s Account (and any Contracts not yet fulfilled by the Company) with immediate effect by giving written notice to the other party if:
a) the other party commits a material breach of (or is believed to have breached) its obligations under these Terms and (if such breach is remediable) fails to remedy that breach within twenty one (21 days) after receipt of notice in writing to do so;
b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
16.2 Without limiting its other rights or remedies, the Company may terminate the Business Customer’s Account with immediate effect by giving written notice to the Business Customer if, in the Company’s reasonable opinion, it has or is about to engage in an activity which will adversely affect the goodwill in the Brand.
16.3 In the event of suspension or termination of the Account, for any reason, the Business Customer shall:
a) immediately pay to the Company all of its outstanding invoices; and
b) ensure that it and its Staff immediately cease offering HD Brows Beauty Treatments; and
c) remove all uses of the Company’s Intellectual Property from its place of business and from any marketing materials (including online) where it may have been used.
16.4 In the event of termination both parties agree that:
a) The accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of contract which existed at or before the date of termination or expiry; and
b) any clauses which expressly or by implication have effect after termination (for example, clause 15.1) shall continue in full force and effect.
16.5 If the Business Customer’s Account remains in a suspended state for a period of twelve (12) months or more, the Company reserves the right to automatically terminate it without further notice to the Business Customer.
16.6 If the Business Customer receives notice that its Account has been suspended it should contact the Company immediately on 0844 801 68 10, whereby instructions to reactivate the Account will be provided. Account reactivation is at the discretion of the Company.

17 LIMITATION OF LIABILITY
17.1 Nothing in these Terms shall limit or exclude the Company’s liability for:
a) Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
b) Fraud or fraudulent misrepresentation;
c) Breach of the terms implied by section 12 of the Supply of Goods and Services Act 1982; or
d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
e) defective products under the Consumer Protection Act 1987.
17.2 The Company shall under no circumstances whatsoever be liable to the Business Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with these Terms; and
17.3 The Company’s total liability to the Business Customer in respect of all other losses arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the cost of the Opening Order.
17.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
17.5 This clause 17 shall survive termination of the Contract and termination of the Business Customer’s Account, where applicable.

18 FORCE MAJEURE
18.1 For the purposes of these Terms, a “Force Majeure Event” means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
18.2 The Company shall not be liable to the Business Customer as a result of any delay or failure to perform its obligations under these Terms as a result of a Force Majeure Event.
18.3 If the Force Majeure Event prevents the Company from providing any of the Services and/or Goods for more than four (4) weeks, the Company shall, without limiting its other rights or remedies, have the right to terminate the Contract immediately by giving written notice to the Business Customer.

19 VARIATION
19.1 The Company reserves the right to change its terms & conditions from time to time, including the addition and/ or amendments of clauses, and the Business Customer accepts and agrees to adhere to these Terms and all future versions of them (and any other terms & conditions it ought reasonable to be aware of) to maintain an Active Account.
19.2 The latest enforceable versions of the Company’s terms & conditions shall be available to view at all times at www.hdbrows.com.

20 MISCELLANEOUS
20.1 Third Party. A person who is not a party to these Terms shall not have any rights to enforce them.
20.2 Partnership or Agency. Nothing in these Terms, the Contract, or the Business Customer’s Account is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
20.3 Notices. Any notice or other communication given to a party under or in connection with these Terms shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax or e-mail.
20.3.1 A notice or other communication shall be deemed to have been received: if delivered personally; if sent by pre-paid first class post or other next working day delivery service at 9.00 am on the second Business Day after posting; if delivered by commercial courier on the date and at the time that the courier’s delivery receipt is signed; or, if sent by e-mail to info@hdbeautygroup.com in accordance with clause 20.3.2.
20.3.2 a reference to writing or written includes email correspondence, subject to the following conditions; any email correspondence to the Company is only deemed to be received if an acknowledgement email from the Company’s Staff is sent, confirming receipt of the original email. All acknowledgement emails must be retained for future reference and in the event of a dispute.
20.4 Insurance. Stylists must take out adequate insurance cover to perform Treatments on customers when completing case studies and once certified. The Company works closely with Holistic Insurance and recommend its cover for Treatments. Other insurance providers are available, the Company accepts no responsibility for the cover provided by Holistic Insurance or any other independent insurance company.
20.5 Assignment. The Company may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights provided for in these Terms and may subcontract or delegate in any manner any or all of its obligations under these Terms to any third party.
20.5.1 The Business Customer shall not, without the prior written consent of the Company, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under these Terms.
20.6 Severance. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Terms.
20.7 Waiver. A waiver of any right under these Terms or the law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Terms or the law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
20.8 Governing Law. The Terms and any dispute or claim arising out of or in connection with them or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
20.9 Jurisdiction. Both parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).