LEGAL NOTICE

CONSULTANCY AGREEMENT

Effective Date: 12 January 2025

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

Opal Nirvana UAB (the “Consultant”), a private limited liability company duly incorporated under the laws of the Republic of Lithuania, company number 306805967, having its registered office at Girulių g. 5, LT-12124, Vilnius, Lithuania;

and

[Client Name] (the “Client”).


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 Lithuania, 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 “Consultant”: Opal Nirvana UAB, a private limited liability company incorporated in Lithuania under registration code 306805967, with its principal office located at Girulių g. 5, LT-12124, Vilnius, Lithuania.

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 duly licensed, registered, or otherwise authorised under Applicable Law to prescribe, purchase, handle, and administer prescription-only medicines or medical devices for human use.

1.9 “Intellectual Property Rights”: All patents, copyrights, trademarks, trade names, domain names, design rights, trade secrets, know-how, and other proprietary rights (registered or unregistered) worldwide.

2. Term

2.1 This Agreement takes effect on the Effective Date and remains 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 consent of both Parties.

3. Scope of Services

3.1 The Consultant shall perform the Services with due skill, care, and diligence, in accordance with Lithuanian and international professional standards.

3.2 The Consultant 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 Lithuania.

3.3 The Consultant’s Lithuanian branch provides only customer service and post-purchase support, including:

  • Delivery and logistics coordination
  • Order status inquiries
  • Product-related assistance
  • Liaison with the Korean distribution center

3.4 Any expansion or modification of the Services must be confirmed in writing through a signed amendment or additional agreement.

3.5 The Consultant shall deliver all Deliverables within the timeline specified in Schedule 1 and notify the Client promptly of any anticipated delays.

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 or approvals.

Timely Payment

  • Pay all fees in accordance with Clause 6.

Professional-Use Limitation

  • Acknowledge that products are intended only for licensed professionals or authorised entities.
  • Not proceed with purchases if unlicensed or unqualified.

Individual-Buyer Consultation

  • If purchasing as a consumer, provide written proof of a prior consultation with a licensed healthcare professional.
  • Assume full liability for any misrepresentation or omission.

Assumption of Risk & Waiver of Liability

  • Accept full responsibility for determining product suitability and waive claims for delay, damage, misuse, or adverse reactions.

Proper Use & Non-Resale

  • Use products only for approved professional practice or personal application.
  • Not resell or redistribute to third parties.

Compliance with Law

  • Handle, store, and use products in compliance with all applicable laws and regulations.

4.2 The Client warrants that materials provided do not infringe third-party rights.

5. Deliverables

5.1 Deliverables shall conform to the agreed specifications in Schedule 1 and be prepared with professional diligence.
5.2 The Client shall review and provide feedback within five (5) business days. Absence of feedback constitutes acceptance.
5.3 The Consultant warrants that Deliverables shall:
(a) conform materially to agreed specifications; and
(b) not infringe third-party Intellectual Property Rights.

6. Charges and Payment

6.1 Charges are detailed in Schedule 1.
6.2 Payment shall be made in advance or upon invoice, as agreed.

7. Intellectual Property Rights

7.1 All IP Rights in Deliverables remain the exclusive property of the Consultant unless otherwise agreed in writing.
7.2 The Client is granted a non-exclusive, non-transferable licence to use Deliverables for the purposes set out in Schedule 1.
7.3 The Client shall comply with all third-party licensing terms if applicable.

8. Confidentiality

8.1 Both Parties shall keep confidential all proprietary or non-public information disclosed in connection with this Agreement.
8.2 The confidentiality obligation does not apply to information that:
(a) is public; (b) was lawfully known; (c) is disclosed by a third party lawfully; or (d) is independently developed.
8.3 These obligations survive for five (5) years after termination.

9. Termination

9.1 Either Party may terminate this Agreement for convenience with 30 days’ written notice.
9.2 Immediate termination is allowed if the other Party:
(a) materially breaches the Agreement and fails to remedy within 14 days; or
(b) becomes insolvent or ceases business.
9.3 Upon termination:
(a) The Consultant ceases Services;
(b) The Client pays all due fees;
(c) Outstanding Deliverables are provided upon full payment.

10. Liability and Indemnities

10.1 The Consultant’s total liability shall not exceed the total fees paid by the Client during the preceding 12 months.
10.2 Neither Party shall be liable for indirect, incidental, or consequential damages.
10.3 The Client indemnifies the Consultant against third-party claims arising from:
(a) misuse of Deliverables;
(b) breach of obligations; or
(c) infringement by Client Materials.

11. Dispute Resolution

11.1 The Parties shall seek to resolve disputes through good-faith negotiation.
11.2 Unresolved disputes shall be settled by arbitration in Vilnius, Lithuania, under the Vilnius Court of Commercial Arbitration, in English or Lithuanian.

12. General Provisions

12.1 Entire Agreement – This document constitutes the full understanding between the Parties.
12.2 Amendments – Must be in writing and signed by both Parties.
12.3 Governing Law – Lithuanian law applies; Vilnius courts have jurisdiction over non-arbitral matters.
12.4 Force Majeure – Neither Party is liable for delays due to causes beyond reasonable control.
12.5 Notices – Written notices are deemed received:
(a) on delivery (hand/courier);
(b) after three (3) business days (registered mail);
(c) upon receipt (email confirmation).

Executed in good faith by:

Opal Nirvana UAB
Company No.: 306805967
Address: Girulių g. 5, LT-12124, Vilnius, Lithuania
Email: support@opalnirvana.com | Phone/WhatsApp: +370 670 13531