This Consultancy Agreement (“Agreement”) is made and entered into on 12 January 2025 by and between:
DeKito (the “Consultant”), a private limited liability company duly incorporated under the laws of the Republic of Estonia, company number 16798721, having its registered office at Sakala tn 7-2, 10141, Estonia; and
[Client Name] (the “Client”).
The Parties agree as follows:
1. Definitions
1.1 “Agreement”: This Consultancy Agreement, together with all annexes, schedules, amendments, and written modifications duly executed by the Parties.
1.2 “Applicable Law”: All statutes, regulations, directives, guidance, professional standards, and ethical rules applicable to (i) the manufacture, import, marketing, sale, or use of Botulinum toxin type A products (“Botox®”) and dermal fillers; and (ii) the provision of distance-selling services within Estonia, the European Union/EEA, the United Kingdom, and any other jurisdiction to which the Client markets or supplies the Products.
1.3 “Charges”: All fees, costs, and expenses payable by the Client to the Consultant for the Services, as set out in Schedule 1 or otherwise agreed in writing.
1.4 “Client Materials”: All documents, data, artwork, content, and other materials supplied by the Client for incorporation into Deliverables or for use in performing the Services.
1.5 “The Consultant”: DeKito, a private limited liability company incorporated in Estonia under registration code 16798721, with its principal office located at Sakala tn 7-2, 10141, Estonia.
1.6 “Deliverables”: Any reports, documents, software, databases, training materials, marketing collateral, or other outputs (whether tangible or intangible) produced by the Consultant under this Agreement, as described in Schedule 1.
1.7 “Effective Date”: 12 January 2025.
1.8 “Healthcare Professional”: A natural person who is duly licensed, registered, or otherwise authorised under Applicable Law to prescribe, purchase, handle, and administer prescription-only medicines or medical devices for human use (e.g., medical doctor, dentist, nurse prescriber, or pharmacist).
1.9 “Intellectual Property Rights” or “IP Rights”: All patents, utility models, supplementary protection certificates, design rights, copyrights, trademarks, trade names, domain names, database rights, trade secrets, know-how, and any other proprietary or industrial rights (whether registered or unregistered) anywhere in the world.
2. Term
2.1 This Agreement shall take effect on the Effective Date and shall remain in force indefinitely, unless terminated earlier in accordance with Clause 9.
2.2 The Agreement may be amended, updated, or restructured at any time by mutual written agreement between both parties.
3. Scope of Services
3.1 The “Consultant” shall perform the Services with due skill, care, and diligence, in accordance with applicable Estonian and international industry standards.
3.2 The Consultant hereby states that all products are manufactured, packaged, and distributed directly from the company’s primary facility in South Korea. No manufacturing, repackaging, or product alteration occurs in Estonia.
3.3 The Consultant’s Estonian branch is solely responsible for providing customer service and post-purchase support. This includes assisting Clients with:
- Delivery-related issues
- Order status inquiries
- Product-related concerns
- Communication with the Korean distribution center when needed
3.4 Any changes or expansion of the Services beyond the scope defined herein must be agreed upon in writing through a formal contract amendment or additional agreement.
3.5 The Consultant shall deliver all assigned Deliverables within the timeline specified in Schedule 1. Any anticipated delays shall be communicated to the Client in a timely manner.
4. Client Responsibilities
4.1 The Client agrees to:
- Information & Cooperation
- Provide complete and accurate information, documentation, and materials requested by the Consultant.
- Respond promptly to all requests for feedback, approvals, or additional details.
- Timely Payment
- Remit all fees in accordance with Clause 6 and any invoicing schedules.
- Professional-Use Limitation
- Acknowledge that all products offered are intended exclusively for licensed professionals, clinics, or corporate entities.
- Refrain from purchasing, accepting delivery, or using the products if the Client does not meet this professional criterion.
- Assumption of Risk & Waiver of Liability
- Confirm voluntary participation in the group order and sole responsibility for determining product suitability.
- Release the Consultant and group organisers from any claims arising out of product delays, loss, damage in transit, misuse, or adverse reactions.
- Recognise that the Consultant and organisers are not official resellers or regulated distributors of the products.
- Proper Use & Non-Resale
- Use all products strictly for the Client’s own professional practice as advised in the consultation.
- Not resell, redistribute, or apply the products to any third party.
- Compliance with Laws
- Handle, store, and use the products in accordance with all applicable laws, regulations, and professional guidelines.
Important: Clients who cannot satisfy these responsibilities, or who disagree with any part of this clause, must not proceed with the purchase or access further areas of the site.
4.2 The Client warrants that any materials provided do not infringe on the rights of third parties.
5. Deliverables
5.1 The Consultant shall ensure that all Deliverables conform to the technical and functional specifications set out in Schedule 1 and are delivered with professional diligence and accuracy.
5.2 Upon receipt of the Deliverables, the Client shall review and provide written feedback, requests for revision, or approval within five (5) business days. If no feedback is received within this period, the Deliverables shall be deemed accepted unless otherwise agreed in writing.
5.3 The Consultant represents and warrants that:
- (a) The Deliverables shall materially conform to the agreed specifications and standards set forth in this Agreement and Schedule 1;
- (b) The Deliverables, when used as intended and in accordance with the Agreement, shall not infringe any third-party Intellectual Property Rights.
6. Charges and Payment
6.1 Charges are detailed in Schedule 1 and are due as specified therein.
6.2 Payment is required in advance or upon invoice, as mutually agreed.
7. Intellectual Property Rights
7.1 Unless expressly assigned in writing, all Intellectual Property Rights in and to the Deliverables shall remain the exclusive property of the Consultant.
7.2 The Consultant hereby grants the Client a non-exclusive, non-transferable, worldwide licence to use the Deliverables solely for the purposes defined in Schedule 1 and in accordance with the terms of this Agreement.
7.3 The Client acknowledges that any Third-Party Materials integrated into the Deliverables are subject to the terms and conditions of their respective rights holders. The Client agrees to comply fully with any such licensing or usage restrictions.
8. Confidentiality
8.1 Each Party shall treat as strictly confidential all non-public, proprietary, technical, commercial, or other information disclosed by the other Party in connection with this Agreement, whether in written, oral, or electronic form, and whether marked confidential or not.
8.2 The obligation of confidentiality shall not apply to information that:
- (a) was already lawfully known to the receiving Party at the time of disclosure;
- (b) becomes publicly available through no fault of the receiving Party;
- (c) is lawfully disclosed to the receiving Party by a third party not bound by confidentiality obligations; or
- (d) is independently developed by the receiving Party without use of or reference to the disclosing Party’s confidential information.
8.3 These obligations shall survive the termination or expiration of this Agreement for a period of five (5) years.
9. Termination
9.1 Either Party may terminate this Agreement for convenience by providing not less than thirty (30) calendar days’ written notice to the other Party.
9.2 This Agreement may be terminated immediately by either Party upon written notice if:
- (a) the other Party commits a material breach of this Agreement and fails to remedy such breach within fourteen (14) days of receipt of written notice; or
- (b) the other Party becomes insolvent, is declared bankrupt, enters liquidation, or ceases to conduct business in the ordinary course.
9.3 Upon termination:
- (a) The Consultant shall immediately cease all Services;
- (b) The Client shall pay all fees due and payable up to the effective date of termination, including for any accepted Deliverables;
- (c) The Consultant shall deliver any outstanding agreed Deliverables upon full payment.
10. Liability and Indemnities
10.1 The total cumulative liability of the Consultant under this Agreement, whether in contract, tort, or otherwise, shall not exceed the total amount of fees actually paid by the Client under this Agreement in the twelve (12) months preceding the claim.
10.2 Neither Party shall be liable for any indirect, special, incidental, or consequential damages, including but not limited to loss of profits, loss of business opportunity, or loss of data, even if advised of the possibility of such damages.
10.3 The Client agrees to indemnify, defend, and hold harmless the Consultant from and against all third-party claims, liabilities, damages, or expenses (including legal fees) arising from:
- (a) the Client’s misuse of the Deliverables or Products;
- (b) any breach by the Client of its obligations under this Agreement;
- (c) the incorporation or use of Client Materials that infringe third-party Intellectual Property Rights.
11. Dispute Resolution
11.1 The Parties shall attempt to resolve any dispute, controversy, or claim arising out of or in connection with this Agreement through good-faith negotiations.
11.2 If the dispute cannot be resolved amicably within thirty (30) days, it shall be referred to and finally resolved by arbitration in Tallinn, Estonia, in accordance with the rules of the Tallinn Court of Commercial Arbitration. The arbitral proceedings shall be conducted in English or Estonian, as mutually agreed.
12. General Provisions
12.1 Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes all prior oral or written communications, understandings, or agreements.
12.2 Amendments: No modification or amendment to this Agreement shall be effective unless made in writing and signed by authorised representatives of both Parties.
12.3 Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the Republic of Estonia. The courts of Tallinn, Estonia shall have exclusive jurisdiction over any non-arbitral matters arising from or related to this Agreement.
12.4 Force Majeure: Neither Party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to natural disasters, acts of government, war, civil unrest, or supply chain interruptions.
12.5 Notices: Any notices under this Agreement shall be in writing and sent to the addresses specified herein or as otherwise notified in writing. Notices shall be deemed received:
- (a) on the date of delivery if delivered by hand or courier;
- (b) three (3) business days after mailing by registered post; or
- (c) upon receipt if sent by confirmed email.
This Consultancy Agreement is executed in good faith and reflects the full understanding and binding obligations of both Dekito and the Client.
