Legal Notice

This Service Coordination Agreement (“Agreement”) is entered into on 12 January 2025 by and between:

DE-KITO GROUP OU (the “Service Provider”), a private limited liability company registered in the Estonia.

and

[Client Name] (the “Client”).

The Service Provider and the Client may be referred to individually as a “Party” and collectively as the “Parties”.

1. Definitions

1.1 “Agreement”
This Agreement, including all schedules, annexes, and written amendments executed by the Parties.

1.2 “Applicable Law”
All statutes, regulations, directives, professional standards, and ethical rules applicable to:
(i) the manufacture, import, marketing, sale, and use of medical aesthetic products, including dermal fillers and botulinum toxin products; and
(ii) the Client’s business activities in any jurisdiction where the Products are marketed, supplied, imported, or used.

1.3 “Client Materials”
All information, documents, data, and materials provided by the Client for the purposes of service coordination.

1.4 “Products”
Medical aesthetic, beauty, or skincare products manufactured and supplied by licensed third-party manufacturers, including those located in South Korea.

1.5 “Service Provider”
De-Kito Group OU, Registration No. 16798721, registered in Estonia.

1.6 “Services”
Administrative, coordination, customer-support, and payment-confirmation services as described in Clause 3.

1.7 “Healthcare Professional”
A person duly licensed or authorised under Applicable Law to prescribe, purchase, handle, or administer prescription-only medicines or medical devices.

2. Term

2.1 This Agreement shall commence on the Effective Date and remain in force unless terminated in accordance with Clause 9.

2.2 Any amendment to this Agreement must be made in writing and signed by both Parties.

3. Scope of Services

3.1 The Service Provider shall provide non-regulated administrative and coordination services only, including:

• customer service coordination,
• order and payment confirmation,
• post-purchase communication support,
• liaison with licensed manufacturers and logistics partners where required.

3.2 The Service Provider does not:

• manufacture, verify, inspect, or alter Products;
• act as a distributor, reseller, or importer of record;
• provide medical, regulatory, or professional advice;
• engage in medical advertising or promotion.

3.3 All Products are manufactured, packaged, and fulfilled directly from licensed facilities located in South Korea or other approved jurisdictions.

3.4 No manufacturing, repackaging, product alteration, or regulated distribution activities are conducted in the Estonia.

4. Client Responsibilities

4.1 The Client agrees and warrants that it:

• is a licensed Healthcare Professional, authorised clinic, or certified distributor, where required;
• is solely responsible for ensuring compliance with all Applicable Laws in the destination country;
• will not purchase or use Products for consumer or unauthorised personal use.

4.2 The Client acknowledges full responsibility for:

• import permits, customs clearance, duties, taxes, and regulatory approvals;
• proper storage, handling, and professional use of the Products;
• any consequences arising from misuse, resale, or non-compliant distribution.

5. Charges and Payment

5.1 All fees for the Services shall be agreed in advance and paid in accordance with issued invoices.

5.2 Payment confirmation by the Service Provider does not constitute acceptance of regulatory responsibility or product liability.

6. Intellectual Property

6.1 All intellectual property relating to the Service Provider’s platforms, systems, and materials remains the exclusive property of the Service Provider.

6.2 No transfer of intellectual property rights is implied or granted unless expressly agreed in writing.

7. Confidentiality

7.1 Each Party shall keep confidential all non-public information received in connection with this Agreement.

7.2 Confidentiality obligations survive termination of this Agreement for five (5) years.

8. Limitation of Liability

8.1 The Service Provider’s total cumulative liability under this Agreement shall not exceed the total fees paid by the Client in the twelve (12) months preceding the claim.

8.2 The Service Provider shall not be liable for:

• indirect or consequential losses,
• regulatory actions taken by authorities,
• customs delays, seizures, or import refusals,
• product defects originating from manufacturers.

9. Termination

9.1 Either Party may terminate this Agreement with thirty (30) days’ written notice.

9.2 Immediate termination may occur in the event of material breach, insolvency, or unlawful use of the Products.

10. Governing Law and Dispute Resolution

10.1 This Agreement shall be governed by and construed in accordance with the laws of the Estonia.

10.2 Any dispute arising out of or in connection with this Agreement shall be finally resolved by arbitration seated in Tallinn, Estonia, conducted in English.

11. General Provisions

11.1 This Agreement constitutes the entire agreement between the Parties.

11.2 Failure to enforce any provision shall not constitute a waiver.

11.3 If any provision is held invalid, the remainder shall remain in full force and effect.