Terms and Conditions
Application of Terms
These Terms and Conditions apply to the use of equipment and services provided by YUV Beauty UK Ltd ("YUV", "we", "us", or "our"). By subscribing to our services or using our equipment, you ("Business", "you", or "your") agree to be bound by these Terms.
These Terms supersede all prior representations or arrangements and contain the entire agreement between the parties in connection with the Equipment and Services. All other terms and conditions, express or implied, are excluded.
Definitions and Interpretation
2.1 Definitions
In these Terms, the following words have the following meanings:
App: the YUV mobile or web application required to operate the Equipment
Business: the company or organization subscribing to YUV's services
Card: the payment details on the credit/debit card you have provided to us
Confidential Material: information disclosed between parties that is marked confidential or manifestly of a confidential nature
Customer: the customers of the Business
Equipment: the equipment provided by YUV and any replacement thereof
Fee: the fees due to YUV as set out in your subscription agreement
Products: YUV's hair and color products designed for use with the Equipment
2.2 Interpretation
Words in the singular include the plural and vice versa
Headings shall not affect the interpretation of these Terms
References to Clauses are references to clauses of these Terms
References to statutes include amendments, extensions, or re-enactments and any subordinate legislation
Unless expressly stated as exclusive, the exercise of any right or remedy is without prejudice to other rights and remedies
Equipment
3.1 Delivery and Title
YUV shall deliver the Equipment to your specified location at the agreed time. Title to the Equipment shall transfer to you:
On delivery if you have paid the one-time purchase price in full, or
On payment of the final monthly installment if paying by installments
Until title transfers, the Equipment remains the property of YUV.
3.2 Your obligations
You shall:
Operate the Equipment in accordance with YUV's instructions, manufacturer's guidelines, and good industry practice
Use the Equipment only for its intended purpose and avoid any damage
Use only YUV Products within the Equipment - no other products are permitted
Comply with all applicable laws, including health and safety regulations
Not sell, loan, assign, or allow liens to be created over the Equipment
Not remove the Equipment from the delivery address except to another location owned by your corporate group
Ensure identification marks or labels on the Equipment are not removed, defaced, or obscured
3.3 Security and Maintenance
You shall:
Keep the Equipment safe and secure, storing it in a secure area with restricted access when not in use
Not deconstruct, reverse engineer, disassemble, or decompile any software within the Equipment
Report any loss of Equipment to YUV and the police within 24 hours and provide a police report/crime reference number within 24 hours
Allow YUV the right to inspect the Equipment at any time or to recover it in accordance with Clause 9.4
3.4 Defects and Repair
You shall notify YUV if the Equipment is not working properly. Do not attempt to repair the Equipment yourself or engage anyone else to do so. YUV shall repair or replace defective Equipment as soon as reasonably practical. YUV cannot warrant specific repair times and shall not be liable for any loss suffered while Equipment is defective.
3.5 App Usage
You must download and use the App to operate the Equipment and shall comply with the App's terms of use.
Products
4.1 Permitted Use
Products are only for use within the Equipment. You shall not use the Products in any other way, and shall not resell or otherwise provide the Products to anyone else.
4.2 Consignment and Payment
Products are delivered on consignment and title remains with YUV until payment is made. YUV will invoice you for the amount of Products (per gram) used on a weekly basis.
4.3 Usage Tracking
YUV relies on readings from the Equipment to invoice you for Products used. You are responsible for ensuring the Equipment remains accurately calibrated at all times to ensure accurate calculations.
4.4 Intellectual Property
When you use the App to create different color shades for the Products, YUV owns all rights, including copyrights, in such color shades. To the extent that you acquire any right, title, or interest in such color shades, you hereby assign all such right, title, and interest to YUV.
Fees and Payment
5.1 Invoicing
YUV will invoice and charge you the Fees as set out in your subscription agreement.
5.2 Fee Changes
YUV may amend the Fees at any time on at least 45 days' written notice. If you do not agree to the amended Fees, you may terminate this Agreement in accordance with Clause 9.1. If you do not exercise your right to terminate, you shall be deemed to have accepted the new Fees.
5.3 Late Payment
If you fail to pay any sum by the due date, YUV shall be entitled to charge costs and interest on the overdue amount from the due date until payment is received, in accordance with the Late Payments of Commercial Debts (Interest) Act 1998.
5.4 Payment Terms
All payments are due in full without set-off, reduction for charges or currency conversion, counterclaim, or withholding tax. Fees shall be paid in the currency specified on the invoice.
Confidentiality
6.1 Definition
Confidential Material means any plans, forecasts, analyses, evaluations, research, technical information, business information, financial information, strategies, customer lists, marketing plans, or other information disclosed by one party to the other that is marked confidential or manifestly of a confidential nature.
6.2 Exclusions
Confidential Material does not include information that:
Is or becomes public knowledge through no improper conduct
Is already lawfully possessed prior to disclosure, without obligations of confidentiality
Is obtained subsequently from a third party without confidentiality obligations
6.3 Obligations
The receiving party shall not use, copy, or disclose Confidential Material except to:
Carry out obligations under this Agreement
Comply with legal requirements pursuant to a court order or governmental authority
6.4 Marketing
YUV shall be entitled to reference the Business in its marketing and promotional materials.
Liability
7.1 Your Responsibility
You acknowledge and agree that you are entirely responsible for using the Equipment and Products correctly and in accordance with best industry practice. You shall carry out an allergy or adverse reaction test on your Customers before applying Product. If there is any allergy or adverse reaction, do not use any Product on the Customer and notify YUV immediately with full details.
7.2 Third Party Claims
You shall be responsible for any third-party claim that YUV receives as a result of any act or omission by you.
7.3 No Reliance on Responsibilities
Each party acknowledges that it does not rely on any representation, warranty, or provision except as expressly set out in these Terms.
7.4 Excluded Losses
YUV excludes all liability for:
Loss of profit
Loss or corruption of data or information
Business interruption
Loss of business opportunity or anticipated savings
Wasted expenditure
Any indirect, consequential, or incidental loss
7.5 Limitation of Liability
YUV's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, or otherwise shall be limited to the total sums paid to YUV by you in the 12 months preceding the date of the claim.
7.6 Exceptions
Nothing in these Terms limits or excludes YUV's liability for:
Death or personal injury resulting from negligence
Fraud or fraudulent misrepresentation
Any other liability that cannot lawfully be excluded under English law
Data Protection
8.1 Definitions
The term "personal data" has the meaning given to it in the UK Data Protection Act 2018 and the EU General Data Protection Regulation 2016 (the "Data Protection Laws").
8.2 Data Processing
You can upload Customer personal data and employee data to the App. YUV shall process such personal data in accordance with this clause. You warrant that you have the lawful right to provide such personal data to YUV.
YUV agrees to:
Process personal data only as necessary to carry out obligations under this Agreement
Process only the agreed types of personal data for agreed categories of data subjects
Cooperate with you and provide assistance to enable compliance with Data Protection Laws
Comply with any request to amend, transfer, delete, or restrict processing of personal data
Not modify or alter personal data except as permitted under Data Protection Laws
Implement appropriate technical and organizational security measures
Upon termination, cease using personal data and return or delete all copies as you direct
Notify you of any security breach affecting personal data
8.3 Audits
YUV shall permit you and your auditor to inspect and audit YUV's activities under this clause during working hours on reasonable notice.
8.4 International Transfers
YUV may process your personal data outside the United Kingdom, including through subcontractors, provided that such processing complies with Data Protection Laws.
8.5 Salon Access
Customer information and other information provided to YUV is accessible on the App by the owner of the salon where Equipment is located. Salon owners shall not use Customer information of another business except where required to operate the Equipment.
Term and Termination
9.1 Notice Period
Either party may terminate this Agreement on one calendar month's written notice to the other party.
9.2 Non-Use
YUV may terminate this Agreement if it reasonably believes you have stopped using the Equipment.
9.3 Termination for Breach
Either party may terminate this Agreement immediately if the other party:
Commits a material breach and fails to remedy it within 14 days of being notified, or
Enters into liquidation, compounds with creditors, has an administrator or receiver appointed, or takes or suffers similar action in consequence of debt
9.4 Obligations on Termination
On termination, you shall:
Immediately pay all Fees due to the date of termination
Unless title has passed to you, return the Equipment and unused Products to YUV within 30 days of termination
9.5 Non-Return of Equipment
If you do not return the Equipment and unused Products as required, YUV may invoice you for the full retail price, payable within 5 days. If returned Equipment has damage exceeding fair wear and tear, YUV may invoice you for the cost of that damage, including the full retail price where appropriate.
9.6 Survival
Termination does not affect the accrued rights of either party.
Force Majeure
10.1 Definition
Force Majeure means any event beyond the reasonable control of either party, including changes in laws or regulations, war, invasion, armed conflict, terrorism, strike, lock-out, labor dispute, failure of suppliers or subcontractors, riot, civil commotion, accident, act of God, fire, flood, and storm.
10.2 Suspension of Obligations
If a party is prevented, hindered, or delayed by Force Majeure, the affected party's obligations are suspended without liability while the Force Majeure continues and to the extent it is prevented, hindered, or delayed.
10.3 Extended Force Majeure
If performance is prevented, hindered, or delayed for more than 30 days due to Force Majeure, either party may terminate this Agreement on written notice to the other party.
Dispute Resolution
11.1 Escalation
If a dispute arises, it shall be escalated within 7 days to a director or equivalent senior person from each party. The nominated persons shall meet within a further 7 days in good faith to resolve the dispute.
11.2 Mediation
If no resolution is agreed within 21 days, the parties will attempt mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Either party may initiate mediation by written notice. Unless agreed otherwise, the mediator will be nominated by CEDR. Mediation will start no later than 7 days after notice. Mediation does not prevent court proceedings.
11.3 Governing Law
These Terms are governed by and construed in accordance with English law. Each party irrevocably submits to the exclusive jurisdiction of the English courts.
General Provisions
12.1 Third Party Rights
Nothing in these Terms confers or purports to confer on any third party any benefit or right to enforce any provision under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
12.2 Amendments
No amendment or variation of these Terms shall be effective unless in writing and signed by duly authorized representatives of both parties.
12.3 Assignment
You shall not assign, transfer, charge, subcontract, or deal in any manner with this Agreement or your rights or obligations without YUV's prior written consent.
12.4 Waiver
Failure or delay by a party to exercise or enforce any right shall not be deemed a waiver of that right or prevent its later exercise or enforcement.
12.5 Severability
If any part of this Agreement is found invalid or unenforceable by a court or administrative body, the other provisions shall remain in full force and effect.
12.6 Notices
Notices under this Agreement shall be in writing and served by personal delivery, email, pre-paid first-class post, or air mail to the address provided in your subscription agreement. Notices are deemed received:
If delivered personally or by email: at the time of delivery
If delivered by first-class post: 48 hours from posting
If delivered by air mail: 5 days from posting
YUV Beauty Ltd | Registered in England and Wales | Company Number: 13687265 | Registered Office: 101 New Cavendish Street, London, England W1W 6XH