These Terms and Conditions are issued by Sussex Aesthetics Limited (Company Registration Number (Company Registration Number 11190562) whose Registered Office is at 6 Haslett Avenue West, Crawley, RH10 1HS.

Introduction

This document sets forth the Terms and Conditions of Business (the "Terms") applicable to the provision of services by the Service Provider to the Client. These Terms are intended to define the legal rights and obligations between the Service Provider and the Client. By engaging the Service Provider, the Client agrees to be bound by these Terms, which form an integral part of the agreement between the parties.

Definitions

For the purposes of these Terms and Conditions of Business (the "Agreement"), the following terms shall have the meanings set forth below:

1. "Agreement" means these Terms and Conditions of Business, including any schedules, exhibits, and amendments hereto, entered into by and between the Service Provider and the Client.
2. "Service Provider" means the party providing services under this Agreement namely Sussex Aesthetics Limited as detailed above.
3. "Client" means the party receiving services under this Agreement as indicated by the name and signature at the end of this agreement.
4. "Services" means all services to be provided by the Service Provider to the Client under this Agreement.
5. "Confidential Information" means any information disclosed by one party to the other party, in any form, which is designated as confidential or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
6. "Effective Date" means the date on which this Agreement is signed by both parties.

Scope of Services

The Service Provider agrees to provide the Client with the Services as described in Exhibit A attached hereto and made part of this Agreement. The scope of Services may include, but is not limited to, consulting, project management, software development, and support services as further detailed in Exhibit A. The Services shall be performed in a professional and workmanlike manner by the Service Provider and its personnel, who shall exercise their professional judgment and skill in accordance with generally accepted industry standards.

The Client agrees to cooperate with the Service Provider by providing timely information, access to resources, and approvals necessary for the Service Provider toperform the Services. The Client acknowledges that the Service Provider's ability to deliver the Services effectively depends on such cooperation.

Any changes to the scope of Services described in Exhibit A must be agreed upon in writing by both parties through an amendment to this Agreement. Such amendments shall become part of this Agreement and subject to its terms and conditions.

Payment Terms

The Client shall compensate the Service Provider for the Services rendered as per the terms notified by the Service Provider to the Client. Unless otherwise specified in Exhibit A, payment shall be due immediately upon receipt of an invoice from the Service Provider. If the Client fails to make any payment when due, the Service Provider may charge interest on the overdue amount at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower, from the due date until the date of payment.

The Service Provider shall submit invoices to the Client that clearly describe the Services provided, the period during which the Services were provided, and the amount due.

Cancellation Policy

This Cancellation Policy outlines the terms under which the Client may cancel the Services contracted under this Agreement. The Client acknowledges that the scheduling of Services involves significant preparation and reservation of resources by the Service Provider. Therefore, the following cancellation terms shall apply:

1. The Client may cancel the Services by providing written notice to the Service Provider no less than thirty (30) days prior to the scheduled commencement of the Services.
2. If the Client cancels the Services less than thirty (30) days but more than fourteen (14) days before the scheduled commencement, the Client shall be responsible for paying a cancellation fee equal to 50% of the total fee for the scheduled Services.
3. If the Client cancels the Services less than fourteen (14) days before the scheduled commencement, the Client shall be responsible for paying a cancellation fee equal to 100% of the total fee for the scheduled Services.
4. In the event of cancellation, the Service Provider shall issue an Invoice to the Client for any cancellation fees due under this policy. Payment of the Invoice by the Client shall be due within thirty (30) days of the Invoice date.
5. Exceptions to this Cancellation Policy may only be made at the discretion of the Service Provider, in writing, and shall be considered on a case-by-case basis.
6. Nothing in this Cancellation Policy shall affect the Client's statutory rights under applicable law.

Intellectual Property Rights

Unless otherwise agreed in writing, all intellectual property rights arising out of or in connection with the Services ("Service-Related IP") shall be the property of the Service Provider. The Client is granted a non-exclusive, non-transferable license to use anyService-Related IP solely for the purpose of receiving and utilizing the Services as contemplated under this Agreement.

The Service Provider asserts that, to the best of their knowledge, the Services and any Service-Related IP do not infringe upon the intellectual property rights of third parties.

In the event of a claim of such infringement, the Service Provider shall have the option, at its sole discretion, to modify the Service-Related IP to be non-infringing, or to obtain a license to allow for continued use, or to replace it with a non-infringing equivalent.

If none of these options are reasonably available, the Service Provider may terminate this Agreement with respect to the affected Services without liability.

The Client agrees to notify the Service Provider immediately upon becoming aware of any unauthorized use of the Service-Related IP. The Client shall assist the Service Provider in protecting the Service-Related IP, including any legal actions taken by the Service Provider to prevent or stop infringement or unauthorized use.

This clause shall survive the termination of this Agreement.

Confidentiality

Both the Service Provider and the Client acknowledge that in the course of the performance of this Agreement, each may have access to and become acquainted with various forms of Confidential Information belonging to or relating to the other party.

Such Confidential Information includes, but is not limited to, technical data, trade secrets, know-how, business operations, strategies, and information regarding customers, pricing, and marketing. The parties agree to maintain the confidentiality of all such Confidential Information and to use such information solely for the purposes of performing their obligations under this Agreement.

The parties further agree not to disclose, disseminate, or make public any Confidential Information obtained from the other party, except to employees, agents, or contractors who have a need to know such information in connection with the performance of this Agreement and who are bound by similar confidentiality obligations. Any disclosure of Confidential Information to third parties outside of these exceptions must be made with the prior written consent of the disclosing party.

Upon the termination or expiration of this Agreement, or upon the request of the disclosing party, the receiving party shall return or destroy all materials containing, embodying, or pertaining to any Confidential Information of the disclosing party, and shall not retain any copies of such materials, except as required to comply with any applicable legal or regulatory requirements.

This confidentiality obligation shall survive the termination or expiration of this Agreement and shall continue to bind the parties for a period of [Insert Duration] years thereafter.

Liability and Indemnification

The Service Provider and the Client (each a "Party" and collectively, the "Parties") agree to the following provisions regarding liability and indemnification:

Limitation of Liability: Except as expressly provided in this Agreement, the Service Provider shall not be liable to the Client or any third party for any claims, damages,costs, losses, liabilities, expenses, or judgments, including without limitation, direct, indirect, incidental, special, punitive, or consequential damages, arising out of or in connection with the Services provided under this Agreement, whether the claim is based in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such damages.

Indemnification by the Client: The Client agrees to indemnify, defend, and hold harmless the Service Provider and its officers, directors, employees, agents, successors, and assigns from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with the Client's use of the Services, violation of this Agreement, violation of law, or the rights of any third party.

Indemnification by the Service Provider: The Service Provider agrees to indemnify, defend, and hold harmless the Client and its officers, directors, employees, agents, successors, and assigns from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with the Service Provider's breach of this Agreement, violation of law, or the rights of any third party.

Claims Procedure: Any claims for indemnification under this Agreement shall be made in writing to the indemnifying Party as soon as reasonably practicable after the indemnified Party becomes aware of any fact, condition, or event which may give rise to a claim for indemnification hereunder.

Limitation on Amount: Notwithstanding any other provision of this Agreement, the aggregate liability of the Service Provider under this Agreement for all claims shall not exceed the total amount paid by the Client to the Service Provider for the Services rendered under this Agreement during the twelve (12) month period immediately preceding the claim.

Survival: The provisions of this section shall survive the termination or expiration of this Agreement.

Compliance with Laws

Both the Service Provider and the Client ("the Parties") hereby agree to comply with all applicable laws, regulations, and ordinances relating to their respective roles and obligations under this Agreement. This includes, without limitation, all local, state, federal, and international laws that are relevant to the Services provided and received under this Agreement.

The Parties further agree to obtain all necessary permits, licenses, and approvals required to perform their obligations and to provide the Services under this

Agreement. Each Party shall bear its own costs and expenses associated with compliance with this clause.

In the event of any conflict between the requirements of this Agreement and any applicable law, regulation, or ordinance, the Parties agree to negotiate in good faith to amend this Agreement in a manner that complies with the applicable legal requirements while as far as possible preserving the original intentions of the Parties.Each Party agrees to provide reasonable assistance to the other Party in complying with applicable laws related to the Services and to cooperate in any investigation or proceeding that relates to compliance with laws under this Agreement.

Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, including any question regarding its existence, validity, interpretation, breach, or termination (a "Dispute"), the Parties shall first seek to resolve the Dispute amicably through mutual consultation. If the Dispute cannot be resolved amicably within thirty (30) days after either Party has notified the other Party of the Dispute, then either Party may refer the Dispute to mediation. The mediation shall be conducted in accordance with the mediation rules of a recognized mediation centre agreed upon by the Parties. If the Dispute is not resolved through mediation within sixty (60) days after the initiation of mediation, or if either Party refuses to participate in mediation, the Dispute shall be finally settled by arbitration. The arbitration shall be conducted in accordance with the arbitration rules of a recognized arbitration institution agreed upon by the Parties. The arbitration panel shall consist of three arbitrators, with each Party selecting one arbitrator and the two arbitrators thus selected appointing the third arbitrator. The place of arbitration shall be the principal place of business of the Service Provider, unless otherwise agreed by the Parties. The arbitration shall be conducted in the English language.

The decision of the arbitration panel shall be final and binding on the Parties, and the Parties agree to be bound thereby and to act accordingly. The prevailing Party in any arbitration shall be entitled to an award of its reasonable legal fees and costs.

Amendments to the Terms and Conditions

The Parties may mutually agree to amend, modify, or change ("Amend") this Agreement at any time. Any Amendments to this Agreement must be in writing and signed by both Parties to be effective. No oral modifications, amendments, or waivers related to this Agreement will be binding on either Party. This includes changes to any terms, conditions, or schedules, including Exhibit A, unless such changes are executed in writing and signed by both the Service Provider and the Client.

It is the responsibility of each Party to ensure that they fully understand and agree to any Amendments. The Parties agree that any Amendments made in accordance with this clause will become part of the Agreement and will be subject to all terms and conditions contained herein.

Notwithstanding the foregoing, the Service Provider reserves the right to make unilateral amendments to the terms and conditions of this Agreement that are necessary to comply with applicable laws, regulations, or governmental orders. Such amendments will be effective immediately upon notification to the Client, unless otherwise specified in the notification. The Client will have the right to terminate this

Agreement if any such unilateral amendment materially affects the Client's rights or obligations under this Agreement.

Legal Costs Recovery

In the event of any litigation arising out of or in connection with this Agreement, including but not limited to disputes submitted to the Small Claims Track within the jurisdiction of England and Wales, the following provisions regarding the recovery of legal costs shall apply:

1. Should any litigation, arbitration, or any form of dispute resolution process be initiated by either Party under the terms of this Agreement, the Service Provider only shall be entitled to recover its reasonable legal costs, expenses, and disbursements on an indemnity basis. This entitlement includes, but is not limited to, costs incurred in preparation for and during any trial, hearing, arbitration, mediation, or appeal.

2. For the purposes of disputes submitted to the Small Claims Track, notwithstanding the general principle in the Small Claims Track that each Party must bear its own legal costs, the Parties agree that the Service Provider only shall be entitled to recover its reasonable legal costs, expenses, and disbursements from the non-prevailing Party on an indemnity basis, to the extent that such recovery is permitted by the court. This provision is intended to incentivize the Parties to resolve disputes amicably and to deter frivolous or vexatious litigation.

4. The recovery of legal costs on an indemnity basis under this clause means that the Service Provider only is entitled to recover a higher proportion of its costs than would be recoverable under the standard basis of cost recovery, reflecting a full indemnification for the costs reasonably incurred in relation to the dispute.

This Legal Costs Recovery clause shall be governed by and construed in accordance with the laws of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales. This clause shall survive the termination or expiration of this Agreement.

Non-disparagement Clause

The Client agrees, during the term of this Agreement and thereafter, not to disparage the Service Provider, its officers, directors, employees, shareholders, or agents, in any manner likely to be harmful to them or their business, services, products, or reputation. This prohibition includes, but is not limited to, any written or oral statements or communications that could be construed to be derogatory, negative, or critical. Notwithstanding the foregoing, nothing in this clause shall prohibit or restrict the Client from making any truthful statement to the extent (i) necessary with respect to any legal proceeding, arbitration, or mediation session between the Service Provider and the Client, or (ii) required by law or by the order of a court or similar judicial or administrative body.

This clause shall survive the termination or expiration of this Agreement and shall be binding upon the Client in perpetuity.

Chargebacks

Notwithstanding any other provision herein, the Client agrees that it shall not initiate a chargeback request with any credit card company, bank, or other financial institution in relation to any payments made under this Agreement. This prohibition includes anychargebacks, reversals, or similar actions concerning any payments made to the Service Provider for Services rendered under this Agreement. The Client acknowledges that any dispute regarding payments, invoices, or the quality of Services provided shall be addressed and resolved in accordance with the dispute resolution procedures outlined in this Agreement, and not through initiating a chargeback with their financial institution. In the event that the Client breaches this provision by initiating a chargeback, such action shall be considered a material breach of this Agreement, entitling the Service Provider to pursue any and all remedies available under this Agreement or at law, including but not limited to the immediate termination of this Agreement. The Client further agrees to indemnify the Service Provider for any costs, losses, or expenses incurred as a result of such a breach, including but not limited to administrative fees, legal costs, and any penalties or fines imposed by financial institutions or payment processors.

Training Clause

Notwithstanding any other provision in this Agreement, the Client acknowledges and agrees that the Services provided by the Service Provider under this Agreement, specifically relating to aesthetics training, do not constitute business and/or commercial advice. The training is designed to impart general knowledge and skills related to aesthetics and is not intended to be a comprehensive guide to conducting a business or commercial operation within the aesthetics industry.

Furthermore, the Service Provider makes no warranties or representations, either express or implied, regarding the Client's employability, potential to successfully establish, conduct, or expand a business, or achieve any particular business results following the completion of the training provided under this Agreement. The Client acknowledges that their success in employing the skills learned through the Services in a business or employment context is contingent upon various external factors, personal efforts, and market conditions, over which the Service Provider has no control or influence.

The Client hereby agrees that the Service Provider shall not be liable for any claims, damages, or losses that may arise from the Client's expectations of business success, employability, or any other commercial outcomes related to the use of knowledge and skills acquired through the Services provided. This clause shall not negate any statutory rights the Client may have under the applicable laws of England and Wales.

Intellectual Property Rights

Unless otherwise agreed in writing, all intellectual property rights arising out of or in connection with the Services ("Service-Related IP") shall be the property of the Service Provider. No license is granted to the Client in respect of any materials provided to the Client under this Agreement. The Client agrees that such materials shall not be copied, reused, or passed to anyone else without the express written consent of the Service Provider.

The Service Provider asserts that, to the best of their knowledge, the Services and any Service-Related IP do not infringe upon the intellectual property rights of third parties.

In the event of a claim of such infringement, the Service Provider shall have the option, at its sole discretion, to modify the Service-Related IP to be non-infringing, or to obtain a license to allow for continued use, or to replace it with a non-infringing equivalent.

If none of these options are reasonably available, the Service Provider may terminate this Agreement with respect to the affected Services without liability.

The Client agrees to notify the Service Provider immediately upon becoming aware of any unauthorized use of the Service-Related IP. The Client shall assist the Service Provider in protecting the Service-Related IP, including any legal actions taken by the Service Provider to prevent or stop infringement or unauthorized use.

This clause shall survive the termination of this Agreement.

Termination

This Agreement may be terminated by either Party upon written notice to the other Party if any of the following events occur:

1. The other Party breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of such breach.
2. There is a permanent discontinuance of the Services.
3. Either Party becomes insolvent, files for bankruptcy, or is otherwise unable to pay its debts as they become due.

Upon termination of this Agreement for any reason:

1. All rights and obligations of the Parties under this Agreement shall immediately cease, except for any rights or obligations that are intended to survive termination or that are expressly stated to survive in any provision of this Agreement.
2. The Client shall pay to the Service Provider any fees for Services performed up to the date of termination that have not yet been paid.
3. Each Party shall return to the other Party all materials containing Confidential Information and all copies thereof, except as required to comply with any applicable legal or accounting record keeping requirement.
4. Any provision of this Agreement that, by its nature, is intended to survive termination of this Agreement shall survive, including but not limited to, the provisions relating to Confidential Information, indemnification, and limitation of liability.

Governing Law

This Agreement and any disputes or claims arising out of or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the jurisdiction in which the Service Provider is headquartered, without giving effect to any choice or conflict of law provision or rule.

Each Party irrevocably agrees that the courts of the jurisdiction in which the Service Provider is headquartered shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the subject matter hereof. No amendment, modification or supplement of any provisions of this Agreement shall be valid or effective unless made in writing and signed by both Parties.

Signed ………………………………………………….…..

Name ……………………………………………………….

(“the Client”)

Dated ……………………………………………………….

SCHEDULE – TRAINING

1. Botulinum Toxin (Botox) Injection Techniques

2. Dermal Filler Injection Techniques for Facial Contouring

3. Lip Augmentation Procedures

4. Chemical Peeling Processes

5. Microneedling Therapy

6. Laser Hair Removal Techniques

7. Intense Pulsed Light (IPL) Treatments for Skin Rejuvenation

8. Non-Surgical Fat Reduction Procedures

9. Platelet-Rich Plasma (PRP) Therapy for Skin and Hair Regeneration

10. Thread Lift Procedures for Facial Rejuvenation

11. Microdermabrasion Techniques

12. Skin Analysis and Personalized Skincare Regimens

13. Sclerotherapy for Spider and Varicose Veins

14. Tattoo Removal Techniques Using Laser Therapy

15. Cryolipolysis for Body Contouring