“Agreement” means this Service Coordination Agreement, together with all schedules, annexes, attachments, and written amendments duly executed by the Parties.

“Applicable Law” means all statutes, regulations, directives, professional standards, industry requirements, and ethical rules applicable to:

1. the manufacture, importation, marketing, supply, sale, handling, or use of medical aesthetic products, including dermal fillers and botulinum toxin products; and
2. the Client’s business, professional, or operational activities in any jurisdiction where the Products are marketed, supplied, imported, purchased, distributed, administered, or used.

“Client Materials” means all information, documents, data, records, instructions, and other materials provided by the Client for the purpose of service coordination.

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

“Service Provider” means STBRUNO GLOBAL TRADING – FZCO, Registration No. 72072, License No. 74073, registered in the United Arab Emirates.

“Services” means the administrative, coordination, customer-support, and payment-confirmation services described in Clause 3 of this Agreement.

“Healthcare Professional” means a person duly licensed, qualified, or authorised under Applicable Law to prescribe, purchase, store, handle, administer, or use prescription-only medicines, medical devices, or regulated medical aesthetic products.

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

Any amendment, variation, or modification of this Agreement must be made in writing and signed by both Parties.

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

1. customer service coordination;
2. order confirmation and payment confirmation;
3. post-purchase communication support; and
4. liaison with licensed manufacturers, fulfilment providers, and logistics partners where required.

The Service Provider does not:

1. manufacture, verify, inspect, test, repackage, relabel, modify, or alter any Products;
2. act as a distributor, reseller, wholesaler, importer of record, or regulated product supplier;
3. provide medical, clinical, legal, regulatory, or professional advice; or
4. engage in medical advertising, product promotion, or regulated marketing activities.

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

No manufacturing, repackaging, product alteration, regulated distribution, or regulated product-handling activities are conducted by the Service Provider in the United Arab Emirates.

The Client represents, warrants, and agrees that it:

1. is a licensed Healthcare Professional, authorised medical clinic, certified distributor, or other legally permitted purchaser where such authorisation is required;
2. is solely responsible for ensuring compliance with all Applicable Laws in the destination country and in any jurisdiction where the Products are imported, stored, distributed, resold, administered, or used; and
3. will not purchase, obtain, resell, distribute, or use the Products for consumer, unauthorised personal, or non-professional purposes.

The Client acknowledges and accepts full responsibility for:

1. import permits, licences, registrations, customs clearance, regulatory approvals, and any other required authorisations;
2. payment of all customs duties, taxes, charges, clearance fees, and related costs;
3. proper storage, transportation, handling, administration, and professional use of the Products; and
4. any consequences, losses, liabilities, penalties, claims, damages, or regulatory actions arising from misuse, unauthorised resale, unlawful distribution, improper handling, or non-compliant use of the Products.

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

Any payment confirmation issued or acknowledged by the Service Provider shall not constitute acceptance of product liability, regulatory responsibility, import responsibility, or responsibility for the Client’s legal compliance.

All intellectual property rights relating to the Service Provider’s platforms, systems, processes, documents, materials, trademarks, content, and business tools shall remain the exclusive property of the Service Provider.

No intellectual property rights are transferred, assigned, licensed, or granted to the Client unless expressly agreed in writing by the Service Provider.

Each Party shall keep confidential all non-public, proprietary, commercial, operational, technical, or business information received from the other Party in connection with this Agreement.

The confidentiality obligations under this Agreement shall survive termination or expiry of this Agreement for a period of five (5) years.

To the maximum extent permitted by law, the Service Provider’s total cumulative liability arising out of or in connection with this Agreement shall not exceed the total fees paid by the Client to the Service Provider during the twelve (12) months immediately preceding the event giving rise to the claim.

The Service Provider shall not be liable for:

1. indirect, incidental, special, punitive, or consequential losses;
2. loss of profit, loss of revenue, loss of business, or loss of goodwill;
3. regulatory actions, investigations, penalties, restrictions, seizures, or decisions imposed by any authority;
4. customs delays, customs holds, import refusals, product detention, product seizure, or border clearance issues; or
5. product defects, quality issues, labelling issues, formulation issues, manufacturing faults, or any other product-related matters originating from third-party manufacturers.

Either Party may terminate this Agreement by giving thirty (30) days’ prior written notice to the other Party.

This Agreement may be terminated immediately by either Party in the event of:

1. a material breach of this Agreement by the other Party;
2. insolvency, liquidation, bankruptcy, or similar proceedings affecting the other Party; or
3. unlawful purchase, use, resale, supply, importation, distribution, or handling of the Products.

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the United Arab Emirates.

Any dispute, controversy, or claim arising out of or in connection with this Agreement, including its formation, validity, interpretation, performance, breach, termination, or enforceability, shall be finally resolved by arbitration seated in Dubai, United Arab Emirates. The arbitration shall be conducted in the English language.

This Agreement constitutes the entire agreement and understanding between the Parties with respect to its subject matter and supersedes all prior discussions, communications, representations, or agreements, whether oral or written.

No failure or delay by either Party in enforcing any provision, right, power, or remedy under this Agreement shall constitute a waiver of that provision, right, power, or remedy.

If any provision of this Agreement is held to be invalid, unlawful, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid, unlawful, or unenforceable provision shall be interpreted or replaced in a manner that most closely reflects the original commercial and legal intent of the Parties.