HIGH DEFINITION BROWS LIMITED
TERMS & CONDITIONS FOR OPENING A HIGH DEFINITION ACCOUNT

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 these Terms:

“Terms”
The terms & conditions contained herein and amended from time to time in accordance with clause 18.1. 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.

“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.

“High Definition Account” (‘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”
A High Definition 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 High Definition 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.beautyinhighdefinition.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 a High Definition Account including training, furniture, and other branded materials to introduce the Brand into a salon or designated area.

“High Definition Stockists” (‘Stockist(s)’)
Refers to those who have a High Definition 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 High Definition Beauty Treatments, these are known as ‘Stockist Only’ Accounts.

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

“High Definition Stylist” (‘Stylist(s)’)
An individual that is fully trained and certified by the Company (or its Distributors) to carry out High Definition Beauty Treatments.

“High Definition Beauty Treatments”
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, High Definition Facial Waxing, High Definition Makeovers, and High Definition Nacial treatments (this list is non-exhaustive).

“Re-start Package(s)”
A set package which all Stylists must purchase should they wish to perform High Definition Beauty 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 High Definition Services under the employment of another Account Holder. Contents of the package may vary. Price available on request.

“High Definition Training Course” (‘Training Course(s)’)
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 High Definition Brows Training, our advanced eyebrow classes, our makeup courses, the Refresher Class, and any additional course which the Company may choose to develop and market in the future.

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

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

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

“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 17.1.

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.
3.2 An Opening Order for a Training Course, Concession, Stockist Only Package, or Re-start Package will open a new High Definition 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.
3.3 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 received its Goods as described in clause 5.9 (subject to clause 5.11), or its delegate has attended the Training Course; or 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 Should you purchase a Training Course at a discounted price as part of an offer or due to late availability, the course date and price set out in your Order shall be non-transferable. Should you need to change your course date for any reason, the discount will no longer apply and you must pay any outstanding balance plus the difference to increase the total amount payable to the Standard Price.
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.
4.7 In respect of Services only, where payment is not taken in full at the time the Order is placed, a deposit 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.

5. ORDERING GOODS
5.1 The Goods are described on the company’s website, found at www.beautyinhighdefinition.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 15.1.2 then, without limiting any other right or remedy the Supplier may have:
6.4.1 the Account Holder’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
6.4.2 the Company may at any time:
6.4.2.1 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
6.4.2.2 if the Account Holder fails to do so promptly, enter any premises of the Account Holder or of any third party where the Goods may be stored in order to recover them.

7. DISTRIBUTORS
7.1 The Company reserves the right to appoint an authorised High Definition 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.
7.2 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 7.1.
7.3 For the avoidance of doubt, no distributor rights are granted to Business Customers even when there is no authorised Distributor based in their country.
7.4 For any Business Customers based outside of the UK and the territories covered by the Distributors listed in clause 7.2, 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.

8. HIGH DEFINITION ACCOUNTS
8.1 An Active Account allows the Account Holder to (as relevant):
8.1.1 purchase High Definition professional products, and
8.1.2 purchase retail products at a trade rate for the purpose of re-selling to its customers, and
8.1.3 access professional marketing materials supplied by the Company, and
8.1.4 offer High Definition Beauty Treatments, and
8.1.5 list up to three (3) places of business on the Company’s Salon Finder under the relevant service(s), located at http://beautyinhighdefinition.com/salon-finder.html.
8.1.5.1 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.
8.1.5.2 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.
8.1.5.3 Clause 8.1.5 is at all times subject to any technical errors with the Company’s website or a Force Majeure Event as described in clause 17.1.
8.1.5.4 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.
8.1.5.5 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.
8.2 Where the Account Holder is in possession of any High Definition 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.
8.2.1 The Account Holder irrevocably agrees that it shall not, and its agents shall not, purchase any High Definition 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 8.2.1, may result in the suspension of the Business Customer’s Account.
8.3 To maintain an Active Account, the Account Holder must (where relevant):
8.3.1 purchase and pay for Goods to the value of at least £150.00 within every three (3) month period – applies to High Definition 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
8.3.2 purchase and pay for Goods to the value of at least £150.00 within every six (6) month period – applies to High Definition 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.
8.3.3 Account Holders in breach of clause 8.3 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 8.3.1 and/ or 8.3.2. Failure to rectify the breach will result in the suspension of the Business Customer’s Account, under the presumption that High Definition Beauty Treatments are no longer being offered and therefore no further professional products and/ or tester products are required.

9. RULES THAT APPLY TO THOSE WHO WISH TO TRAIN WITH HIGH DEFINITION
9.1 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 High Definition Stylist. The Company reserves the right to refuse training to anyone with affiliation or connections with colleges, beauty training schools or other educational establishments.
9.1.1 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.
9.2 It is the responsibility of the Account Holder to assess whether the High Definition 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.
9.3 The Account Holder may be required to purchase a ‘Start Up Kit’ for each member of its Staff that attends a High Definition Training Course, this will be explained at the time the Order is placed.
9.3.1 When placing an Opening Order, all Start Up Kits and any other Goods ordered will only be delivered (or dispatched) once the delegate has successfully completed the Training Course. In circumstances where the delegate is unsuccessful in completing the Training Course, refunds for those Start Up Kits and Goods that have been purchased in advance will be negotiated according to the situation.
9.4 Once a delegate successfully completes a High Definition 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.
9.4.1 Certificates are issued and posted within twenty-one (21) days of the Training Course taking place. If a certificate is not received within thirty (30) days of course completion, 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.
9.5 Where an Account Holder has not attended any High Definition Training Courses and is left with no Stylists on its Staff, it must inform the Company immediately, stop offering High Definition 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 9.5.1).
9.5.1 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.
9.5.2 Should a Stylist wish to leave the employment of an Account Holder and open a High Definition Account, a Re-start Package must be purchased by the Stylist before further High Definition Beauty Treatments can be offered.
9.5.3 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.
9.6 If a High Definition 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).
9.7 To keep up-to-date with news and developments from the High Definition brand, Account Holders and its Stylists (upon successful completion of the Training Course) are encouraged to join the ‘High Definition Stylist Collective’ forum on Facebook, located at https://www.facebook.com/groups/stylistcollective/.

10 REFRESHER CLASSES
10.1 High Definition Brows Stylists are provided with one (1) free of charge place on the Refresher Class as part of the initial High Definition Brows Training Course booking, unless stated otherwise at the time of booking.
10.1.1 To book the free Refresher Class, the Account Holder must pay a deposit of £25.00 (inclusive of VAT) to secure the chosen delivery date of the Training Course. This deposit may be used to purchase Pro Products up to the value of £25.00 (inclusive of VAT) on the day of the course.
10.1.2 Should a Stylist fail to attend the free Refresher Class without prior authorisation from the Company, the £25.00 deposit 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.
10.1.3 All invoices for Goods ordered during a Refresher Class must be paid in accordance with these Terms.
10.1.4 Where a Refresher Class is not booked within six (6) months of the Stylist attending the initial two (2) day High Definition Brows Training Course, the Account Holder will be charged £95.00 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 High Definition Brows Training Course (subject to availability).
10.2 The Account Holder must ensure that all Stylists under its Account attend a Refresher Class each and every calendar year.
10.3 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 High Definition Beauty Treatments provided.

11 CUSTOMER’S OBLIGATIONS
11.1 To maintain an Active Account, the Account Holder undertakes to the Company that it shall, and its Staff shall, (as relevant):
11.1.1 always complete every step of the HD Brows treatment during every appointment for HD Brows (subject to contraindications); and
11.1.2 only ever use High Definition branded retail and professional products within High Definition treatments; and
11.1.3 always aim to sell High Definition treatments and retail products for the recommended retail prices (RRP) as stipulated by the Company from time to time; and
11.1.4 never sell any High Definition products and/ or offer for sale any High Definition treatments and/ or use any of the Company’s copyrighted materials on websites such as eBay, Amazon, Gumtree, Groupon, Treatwell, Wowcher, Deal Monster, itison, or any other similar third party platform or facility (this is a non-exhaustive list); and
11.1.5 never offer for sale any High Definition treatment(s) and/ or retail any High Definition branded 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
11.1.6 never offer for sale any High Definition professional (treatment) products, branded furniture, and/ or retail display units; and
11.1.7 only ever display High Definition branded products on the branded Retail Display Units and/ or any other furniture provided by the Company for the specific promotion of the High Definition® Brand; and
11.1.8 update any (and all) branded marketing materials (including online) within six (6) months if requested to do so by the Company; and
11.1.9 never train others to perform High Definition treatments; and
11.1.10 never allow someone who has not been trained and certified directly by the Company to offer High Definition treatments.
11.2 Any breach of clause 11.1 may result in the suspension and/ or termination of the Business Customer’s Account.

12 INTELLECTUAL PROPERTY RIGHTS
12.1 The Company is either the registered proprietor or authorised licence holder to all of the intellectual property assets associated with or used by the High Definition brand; including marks, imagery, logos, promotional material and course literature created by or for us, and whether used individually or together constitute the High Definition “Brand”.
12.1.1 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.
12.1.2 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.
12.1.3 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.
12.2 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.
12.3 Account Holder’s are granted a non-exclusive licence to use the Intellectual Property of the Brand, subject to its adherence to these Terms.
12.3.1 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 ‘Resource Centre’, located on the Company’s website at https://beautyinhighdefinition.com/shop/pro/pro-resource-listing, and used exclusively to promote and sell High Definition treatments and products. Manipulation and/or adding writing to these copyrighted materials is prohibited.
12.3.2 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.
12.3.3 The Intellectual Property licence granted with every High Definition Account shall automatically end should the Account be terminated, suspended and/ or terminated for any reason.
12.4 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@hdbeautygroup.com.

13 CONFIDENTIALITY
13.1 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 13.1 shall survive cancellation of the Contract and suspension and/ or termination of the Business Customer’s High Definition Account.

14 CANCELLING ORDERS AND REFUNDS
14.1 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. After this period has lapsed refunds may be refused, deposits retained and an administrative charge of £70+VAT applied, where applicable
14.2 All refund requests should be put in writing, in accordance with clause 19.3
14.3 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.
14.4 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.
14.5 Once the refund has been issued the Company will send out written confirmation to the Business Customer, for its records.
14.6 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.
14.6.1 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.
14.6.1.1 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.
14.7 14.7 No-shows without prior authorisation from the Company are not acceptable and the Company will not issue any refunds in such circumstances.
14.8 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.

15 TERMINATION OF ACCOUNTS
15.1 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:
15.1.1 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;
15.1.2 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;
15.2 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.
15.3 In the event of suspension or termination of the High Definition Account, for any reason, the Business Customer shall:
15.3.1 immediately pay to the Company all of its outstanding invoices; and
15.3.2 ensure that it and its Staff immediately cease offering High Definition services; and
15.3.3 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.
15.4 In the event of termination both parties agree that:
15.4.1 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
15.4.2 any clauses which expressly or by implication have effect after termination (for example, clause 13) shall continue in full force and effect.
15.5 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.
15.6 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.

16 LIMITATION OF LIABILITY
16.1 Nothing in these Terms shall limit or exclude the Company’s liability for:
16.1.1 Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
16.1.2 Fraud or fraudulent misrepresentation;
16.1.3 Breach of the terms implied by section 12 of the Supply of Goods and Services Act 1982; or
16.1.4 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
16.1.5 defective products under the Consumer Protection Act 1987.
16.2 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
16.3 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.
16.4 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.
16.5 This clause 16 shall survive termination of the Contract and termination of the Business Customer’s Account, where applicable.

17 FORCE MAJEURE
17.1 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.
17.2 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.
17.3 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.

18 VARIATION
18.1 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.
18.2 The latest enforceable versions of the Company’s terms & conditions shall be available to view at all times at www.beautyinhighdefinition.com.

19 MISCELLANEOUS
19.1 Third Party. A person who is not a party to these Terms shall not have any rights to enforce them.
19.2 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.
19.3 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.
19.3.1 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 19.3.2.
19.3.2 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.
19.4 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.
19.4.1 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.
19.5 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.
19.6 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.
19.7 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.
19.8 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).