terms and conditions of sale

This agreement (hereinafter, the Agreement) between UMA Academy B.V., a limited liability entity organized under the laws of The Netherlands, having its principal place of business at Falckstraat 51-H, in Amsterdam, 1017 VV, The Netherlands, including its officers, directors, shareholders, employees and representatives (hereinafter jointly referred to as: UMA Academy) and you (the Client) sets forth the terms and conditions that shall apply to the sale of all products and services such as, but not limited to, book publications, educational and instructional materials, courses, events, workshops, coaching sessions, and membership plans giving access to video content (the Products).

The terms of service regarding the use of our online services (the Terms of Service) are incorporated herein and made part of this Agreement by this reference. The Terms of Service can be found on our website www.uma-institute.com/academy. In case of conflict or discrepancies between the terms of this Agreement and the Terms of Service, the terms of this Agreement shall prevail.

UMA Academy and the Client are hereinafter refereed to as a Party or the Parties.

1.1 Orders.
Client shall order the Products (a Purchase Order) via online registration or in reference to a proposal from UMA Academy (the Proposal). All Purchase Orders shall be subject to acceptance by UMA Academy at its sole discretion, and shall be governed by the Terms and Conditions of Sale set forth herein. For the avoidance of doubt, any terms and conditions on any submitted Purchase Orders or any other documentation provided to UMA Academy shall be null and void, unless otherwise agreed between the Parties in writing. 

1.2 Acceptance.
UMA Academy’s acceptance of a Purchase Order shall be made by sending an electronic acknowledgement and acceptance of a Purchase Order, which may be via email. 

1.3. Invoicing and Payment.
Upon the acceptance of a Purchase Order, UMA Academy will invoice the Client for the full amount of the fee for the Products specified in the Proposal, unless Client has already paid in full for the Products via online registration. Payment from the Client to UMA Academy is due thirty (30) days after the issuance of the applicable invoice. Unless stated otherwise in the applicable invoice, all payments to UMA Academy by the Client shall be made in EUR and by transfer of immediately available funds to the account listed on the invoice.

1.4. Travel and Expenses.
In the case of an on-site event (the On–site Event), the Client will be responsible for the travel and accommodation costs of the participants and supporting staff involved.

2.1 Types of Events.
UMA Academy offers the following types of events (the Event), including but not limited to Master Courses, Workshops, Custom Trainings, and Webinars, delivered either on-site or online as described in the applicable Proposal.

2.2 Event Delivery.
UMA Academy will provide the Event at the time and place indicated in the Proposal, for the number of participants indicated in the Proposal, in consideration of the fee specified in the Proposal.

2.3 Registration and Consent.
The Client shall ensure that all its participants register in a timely and complete manner as requested by UMA Academy and that all participants accept and sign the applicable Disclaimer and Consent Agreement.

2.4 Substitution of Attendees.
The Client may substitute one or more attendees by providing notice of such substitution not less than five (5) business days prior to the scheduled commencement of the Event, along with accurate and complete information on the substitute attendees.

2.5 Cancellation by UMA Academy.
UMA Academy may cancel any Event – for example, in the case of insufficient enrollment – by providing the Client with notice no less than thirty (30) business days prior to the scheduled commencement. In case of cancellation, UMA Academy shall cooperate with the Client to reschedule. To the extent that the Event is not rescheduled within thirty (30) business days, UMA Academy shall refund to the Client any amounts previously paid.

2.6 Cancellation by Client.
No refunds shall be issued in case of cancellation by the Client. The Client may instead request to reschedule its Purchase Order to another available Event, provided that such request is made in writing no less than thirty (30) business days prior to the scheduled commencement of the originally booked Event. Should the fee for the newly selected Event exceed the fee already paid, the Client shall pay the difference. No refund shall be issued should the fee for the newly selected Event be lower than the fee already paid. Requests made less than thirty (30) business days prior to the scheduled commencement shall not be eligible for rescheduling, and the Client shall remain liable for the full fee in accordance with section 2.7 (No-Shows).

For the avoidance of doubt, the Client may instead substitute attendees in accordance with section 2.4 to avoid the consequences of the above.

2.7 No-Shows.
Scheduled attendees who fail to attend an Event for any reason, and who have not been substituted in accordance with section 2.4, shall be deemed “no shows” and the Client shall be responsible for 100% of the associated fees and expenses for such attendees.

2.8 Course Materials.
UMA Academy shall provide such documentation as it deems beneficial and appropriate for the Event, including but not limited to printed, audio, video, digital, and online materials (collectively, the Materials). The Client acknowledges that the Materials contain confidential information of UMA Academy. All intellectual property rights in the Materials are reserved by UMA Academy. Use of the Materials is subject to section 5 of this Agreement.

2.9 Online Event Connectivity.
In the case of an online Event, the Client agrees UMA Academy will not be liable to Client or any third party for any loss, liability, cost, payment, damages, debt or expense arising directly or indirectly from Client’s inability to access the Event due to failures caused by a faulty internet connection or network outage.

2.10 Video Content Access for Master Course Purchasers.
Clients who purchase a Master Course are granted access to a selection of video content from the Video Library that is specific to the Master Course purchased (the Course Video Content). This access is granted for a period of twelve (12) months from the date of purchase and is automatically revoked upon expiration without prior notice. The Course Video Content varies by Master Course and does not constitute access to the full Video Library. Clients wishing to access the full Video Library must purchase a separate Membership in accordance with section 3. Course Video Content access is non-transferable, non-renewable and does not qualify as a Membership under this Agreement.

2.11 Preferential Pricing for Subscribers.
Clients holding an active six-month or twelve-month Membership at the time of purchasing an Event are entitled to a preferential price for such Event, as communicated by UMA Academy at the time of purchase. The applicable price is determined at the date of purchase of the Event. Any subsequent expiration, cancellation or modification of the Membership after the date of purchase shall have no effect on the price agreed at the time of purchase. UMA Academy reserves the right to modify the conditions and scope of preferential pricing at any time, provided that such changes shall not affect Purchase Orders already accepted.

3.1 Membership Plans.
UMA Academy offers access to its video content library (the Video Library) exclusively through Membership plans (the Membership). Three Membership plans are available, each providing identical access to the Video Library and differing only in duration and price: (i) a monthly plan, (ii) a six-month plan, and (iii) a twelve-month plan (the Membership Period). The applicable plan, duration and price are as specified at the time of purchase.

3.2 Automatic Renewal.
Membership renew automatically at the end of each Membership Period at the then-current price for the same plan, unless the Client cancels prior to the renewal date in accordance with section 3.3.

3.3 Cancellation.
The Client may cancel their Membership at any time by providing written notice to UMA Academy. Upon cancellation, the Membership will remain active and the Client will retain full access to the Video Library until the end of the then-current Membership Period. No partial refunds will be issued for any unused portion of the Membership Period.

3.4 Access Upon Expiration.
Upon expiration of the Membership Period, whether following cancellation or non-renewal, access to the Video Library will be disabled immediately and without further notice. UMA Academy shall bear no liability for any loss of access to content upon expiration.

3.5 Content Availability.
UMA Academy reserves the right to update, modify or remove content from the Video Library at any time. The availability of specific content is not guaranteed for the entire Membership Period. UMA Academy will make reasonable efforts to notify subscribers of material changes to the Video Library.

3.6 Personal Use Only.
Access to the Video Library is granted on a personal, non-transferable basis. Sharing of login credentials or access with third parties is strictly prohibited and may result in immediate termination of the Membership without refund.

4.1 Shipping.
Physical books purchased by the Client will be shipped to the delivery address provided at the time of order. It is the Client’s responsibility to ensure that a complete and accurate delivery address is provided.

4.2 Delivery Address.
Any delays or issues arising from incorrect or incomplete delivery addresses provided by the Client are the Client’s responsibility.

4.3 Risk and Replacement.
UMA Academy remains responsible for physical goods until they are delivered in good condition to the Client. In the event of loss or damage during transit, UMA Academy will cover the replacement of the book(s).

4.4 Import Duties.
The Client is responsible for all import duties, taxes, and any other applicable fees related to the delivery of physical books.

4.5 Force Majeure.
UMA Academy is not liable for delays in delivery caused by force majeure events.

4.6 E-book Access.
E-books purchased by the Client will be made accessible exclusively through UMA Academy’s online reader on its platform, upon confirmation of payment. E-books are not available for download. Access is provided for personal use only and is subject to the Client maintaining an active account on UMA Academy’s platform.

5.1 Ownership.
All content created, produced or distributed by UMA Academy, including but not limited to course materials, event materials, video content, books, e-books, illustrations, images, presentations, and any other documents or materials provided to the Client in connection with any Product (collectively, the UMA Content), is and remains the exclusive intellectual property of UMA Academy or its licensors. Nothing in this Agreement shall be construed as transferring any intellectual property rights to the Client.

6.1 Non-Solicitation.
For twelve (12) months following the most recent order under this Agreement, the Client shall not employ or enter into an independent contracting relationship, or attempt to do so, with any current or former employee of UMA Academy involved in the provision of Products to Client hereunder.

6.2 Taxes, License Fees and Other Charges.
In addition to any other sums payable hereunder, the Client shall pay and be responsible for all taxes, VAT, fees, duties, and licenses necessary for or arising from the purchase of the Products (excluding taxes based upon UMA Academy’s income).

6.3 No Waiver.
Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Any waiver must be expressed in writing.

6.4 Force Majeure.
Neither party shall be liable to the other for failure to perform its obligations hereunder (except payment obligations) to the extent caused by an event beyond the reasonable control of such party, including government regulations or orders, acts of God, war, epidemics, fire, strikes, or any other similar cause, provided that such party promptly notifies the other in writing and makes its best efforts to promptly eliminate the effect thereof.

6.5 Severability.
If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the parties agree to negotiate in good faith to replace such provision. If after thirty (30) days the parties have been unable to reach agreement on a replacement, this Agreement will be deemed terminated.

6.6 Entire Agreement.
This Agreement sets forth the entire agreement between the parties relating to the subject matter and supersedes all prior agreements or representations, oral or written. No modification of or amendment to this Agreement shall be effective unless in writing signed by authorized representatives of both parties.

6.7 Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

6.8 Governing Law and Jurisdiction.
This Agreement shall be governed by and construed in accordance with the laws of the Netherlands. Any dispute arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the competent courts of Amsterdam, the Netherlands.

This agreement (hereinafter, the Agreement) between UMA Academy B.V., a limited liability entity organised under the laws of The Netherlands, having its principal place of business at Falckstraat 51-H, in Amsterdam, 1017 VV, The Netherlands, including its officers, directors, shareholders, employees and representatives (hereinafter jointly referred to as: UMA Academy) and you sets forth the terms and conditions which govern your participation in an UMA Academy Master Course, training, workshop, video course, audio course, demonstration session, podcast, webinar, online event, or online program (the Course).

The terms of service attached hereto as Annex 1 (the Terms of Service) are incorporated herein and made part of this Agreement by this reference. In case of conflict or discrepancies between the terms of this Agreement and the Terms of Service, the terms of this Agreement shall prevail.

Please read this Agreement and the Terms of Service carefully before accessing or using the Website and participating in a Course. You confirm that you are sufficiently qualified, trained and capable to participate in the Course and all its related activities.

UMA Academy Courses and programs are proprietary methods and provide educational written information, live webinars, discourses, video demonstrations, examinations and hands—on training (Content or Features) for professional development of aesthetic physicians.

By accessing and using the Features on the Website and/or registering for a Course, you agree to be bound by the terms and conditions set forth below. If we request, you will agree to sign a non —electronic version of this Agreement.

You acknowledge and agree that the Course is the exclusive intellectual property of UMA Academy (the Intellectual Property). You further understand that UMA Academy is the exclusive owner or licensee of all materials utilized in the Course including, but not limited to, all printed, audio, video, digital, online, and other materials as well as any materials, research, books, articles, and other works of authorship, and products or services, created by UMA Academy and related to the Course (collectively, the Materials).

UMA Academy retains all rights in and to all Intellectual Property utilized or referenced in the Course and the Materials including, but not limited to, the copyrights in the Materials and all associated trademarks. No Materials or any portion thereof are sold or otherwise transferred and UMA Academy does not sell any title, ownership right, or interest in or to any of the Materials. You will not acquire any right of ownership, in whole or in part, in and to any of the Intellectual Property. Any goodwill that accrues to the Intellectual Property because of your use of the Intellectual Property will inure to the sole benefit of UMA Academy and become the sole property of UMA Academy.

You agree to hold an ethical professional stance by citing the sources of concepts, terminology and materials you use in your professional capacity.

You agree that all personal information of any participant relayed within the Course is strictly and completely confidential. You shall not disclose any of this confidential information to any other person or entity under any circumstances. You shall not make any audio, video, audiovisual, or other recordings of any portion of the Course nor shall you duplicate, reproduce, distribute, publish, or discuss any of the confidential information contained in or related to the Course.

UMA Academy shall not be liable or responsible for any unauthorized recording of the Course. You also agree that UMA Academy shall have no liability or responsibility for the use or exploitation of any unauthorized recordings.

You understand that if at any time UMA Academy approves or undertakes the recording of a Course, you hereby grant to UMA Academy the right and permission to film, photograph, videotape and/or record you (including your image, picture, likeness and/or voice) and to use the resulting film, photographs, videotapes, digital imagery and/or recordings (collectively, the Footage), as edited or altered by UMA Academy in order to create marketing and promotional materials, training materials and reports, or other work product created by or for the benefit of UMA Academy (Work Product).

You hereby assign to UMA Academy all right, title and interest to the Footage and Work Product, including, but not limited to, all copyrights, without any further compensation to you. You release and discharge UMA Academy from any and all claims and demands that may arise out of or in connection with the use of the Footage, including without limitation any and all claims for libel or violation of any right of publicity or privacy.

You understand and agree that all your sessions, meetings, and consultations with UMA Academy mentors, instructors and staff (collectively, the Faculty) are undertaken at your own risk and that UMA Academy does not monitor, control, influence, or regulate Faculty. You hereby release UMA Academy and its related parties from any and all liability or responsibility for any acts or omissions of any Faculty and any claims related thereto. You understand that UMA Academy makes no representations or warranties about the characteristics or quality of the services you may receive.

In the event that UMA Academy or its authorized representatives or agents or Faculty member requests that you discontinue your participation and involvement with the Course, you will immediately leave the Course, and the premises upon which the Course is being held.

UMA Academy is not responsible or liable to you or anyone else for any loss or injury or any indirect, incidental, consequential, special, exemplary, punitive or other damages under any contract, negligence, strict liability or other theory permitted by law arising out of or relating in any way to (i) the use of or inability to use the Materials or Features; (ii) any content contained on the Website or otherwise presented in connection with the Course; (iii) statements or conduct posted or made publicly available on the Website or otherwise presented in connection with the Course; (iv) any other matter relating to the Website and/or the Features.

You will be solely and exclusively liable for all your acts and omissions at all sessions, meetings, and consultations related to any Course, including, but not limited to, at a Course event, during an online course or program, through your private practice, and/or at an unaffiliated location.

You agree to abide by all UMA Academy policies, procedures, and guidelines as posted on the Website and those UMA Academy policies, procedures, and guidelines otherwise communicated by or on behalf of UMA Academy during or in connection with the Course.

You hereby indemnify and hold harmless, release, remise and forever discharge and covenant not to hold legally liable UMA Academy, from any and all claims, demands, damages, actions, or causes of action whatsoever related to your participation in the Course and your use of the UMA Academy Website.

This Agreement is the only agreement between you and UMA Academy regarding your participation in the Course, supersedes any other similar agreement, and cannot be modified except in writing by UMA Academy and signed by the parties electronically or otherwise. This Agreement will be binding upon you and your heirs, executors, administrators, and legal representatives. You acknowledge that you have carefully read this Agreement and understand its contents.
 
If any provision of this Agreement is unenforceable, invalid, or violates applicable law, such provision shall be deemed stricken and shall not affect the enforceability of any other provisions of this Agreement.

This Agreement will be governed by the laws of the Netherlands. With respect to any disputes or claims, you and UMA Academy agree to submit to the exclusive jurisdiction of the competent courts of Amsterdam, The Netherlands.