By submitting this online form you (“Client”) agree to the EU Service Agreement (“Agreement”) offered by bit Beauty Group, LLC with principal place of business at 8060 Westminster Abbey, Orlando, FL 32835 (“bit Beauty USA”) to confirm your understanding with respect to adherence to specifications, compliance with regulations, and confidentiality in connection with the execution of EU Regulation Compliance Verification and/or EU Responsible Person and EU Product Registration services.
To qualify for any of bit Beauty Group’s EU Registrations Services the Client must be a non-EU, US-based registered company, and must have a cosmetic product it intends to export to countries within the European Union (“EU”). For the purposes of this Agreement, the term “Product” will refer to each of the products submitted.
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EU REGISTRATION SERVICES
EU REGULATION COMPLIANCE VALIDATION
When contracting EU Regulation Compliance Validation services it is the responsibility of the Client to provide bit Beauty Group all and any documentation and items needed to accurately verify compliance with EU regulations.
Compliance Verification will be provided against EU Regulation as provided by the European Commission, this does not include verification against any specific country regulations, however when possible, guidance for country specific regulations may be provided.
bit Beauty Group’s EU Regulation Compliance Verification services simply assesses and notifies the Client of its Product’s labeling and ingredient listing compliance based on the information provided by the Client; it does not include services to help the Client’s Product comply with the effective regulations.
EU PRODUCT REGISTRATION AND EU RESPONSIBLE PERON SERVICES
bit Beauty USA outsources EU Registration and EU Responsible Person services exclusively to bit Beauty SL (“bit Beauty Spain”), partner company in the EU (Spain) contracted to provide said services. For the purposes of this Agreement, when discussed together, bit Beauty US and bit Beauty EU will be referred to as “bit Beauty Partners”.
When contracting EU Registration and EU Responsible Person services, the Client understands and agrees that bit Beauty Spain shall assume the responsibilities of the “responsible person” for the Client’s Product placed in the EU market. Bit Beauty shall only assume the EU Registration and EU Responsible Person responsibilities covered by the Agreement, once and while timely payment is received, and the Product has passed bit Beauty Partner’s EU Regulation Compliance Verification. Bit Beauty Partners will provide the Client with official written notification that allows it to use the bit Beauty Spain. name and address on its Product label.
The Client shall comply with the following obligations:
A. The Product put on the European Union market by the Client shall comply with all applicable European Union legislation, in particular with regard – but not limited – to the quality, the composition and the labeling of the products concerned, the product information files (PIF), including the safety assessments of the products.
B. The Client shall retain all responsibility for providing bit Beauty Partners with all up-to-date product information regarding the Product for which the Client wishes to have bit Beauty Spain serve as the responsible company in the EU (including -but not limited to- undesirable effects on human health resulting from the use of those products).
C. The Client shall indemnify and repay bit Beauty Partners against any and all liabilities and expenses incurred by bit Beauty Partners in the performance of services to carry out the Agreement. bit Beauty Partners shall inform the Client when liabilities expenses are incurred in advance.
D. The Client shall cooperate with bit Beauty Partners in carrying out the obligations imposed on bit Beauty Spain by the Agreement and applicable legislation.
E. The Client shall promptly provide bit Beauty Spain with any information bit Beauty Spain reasonably requires for carrying out bit Beauty Spain’s legal obligations as Responsible Person.
F. The Client shall have no claim against bit Beauty Partners for any cosmetics for which bit Beauty Partners is not serving as the Responsible Person.
G. Once the Client received official written notice from bit Beauty Partners, the Client shall indicate the responsible company in the EU on the label of the Product covered by the Agreement.
H. If the Client arrives at an agreement with a third party to distribute Products covered by the Agreement in one or more EU countries, the Client shall notify bit Beauty Partners of its existence and term, and ensure that the third party concerned:
- puts in place and maintains a system that directs consumers of cosmetic products distributed in the country concerned or healthcare professionals to report undesirable effects on human health resulting from the use of those products to the third party; and
- informs the Client and bit Beauty Spain without delay about any undesirable effect on human health resulting from the use of those products reported to the third party by consumers of those products or healthcare professionals.
bit Beauty Spain will comply with the following obligations:
bit Beauty Spain assumes the responsibility for complying with the obligations imposed on the “Responsible Person” as defined in the Regulation (EC) n°1223/2009 of the European Parliament and the Council of 30 November 2009 on cosmetic products and future updates; these obligations include, but are not limited to:
- Article 3 (safety),
- Article 8 (good manufacturing practice)
- Article 10 (safety assessment),
- Article 11 (PIF),
- Article 12 (sampling and analysis),
- Article 13 (notification),
- Article 14 (restrictions for substances listed in the Annexes),
- Article 15 (substances classified as CMR substances),
- Article 16 (nanomaterials),
- Article 17 (traces of prohibited substances),
- Article 18 (animal testing),
- Article 19(1)(2) and (5) (labelling),
- Article 20 (product claims),
- Article 21 (access to information for the public),
- Article 23 (communication of serious undesirable effects) and
- Article 24 (information on substances).
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CONFIDENTIALITY AND NONDISCLOSURE OBLIGATIONS
Parties may disclose to each other and accept information under this Agreement which the disclosing party shall deem proprietary. The parties agree that, without the explicit consent in writing of the disclosing party, the receiving party shall at no time and under no circumstances disclose any information it receives from the disclosing party that is marked PROPRIETARY, CONFIDENTIAL or SECRET to any other person, firm or corporation or use it for its own benefit except as provided in the Agreement, and shall use the same degree of care to avoid disclosure or use of such information as the receiving party employs with respect to its own proprietary information of like importance.
bit Beauty Partners shall hold confidential any proprietary information it receives from the Client, except to the extent that disclosure is required to comply with EU or UA law or the Client has granted prior, written authorization to disclose such information.
WARRANTY, GUARANTY, AND INDEMNITY
A. Client Representations. Client represents, warrants, and guarantees that, while bit Beauty Spain is contracted by Client as its Responsible Person, the Product shall: (i) not be adulterated or misbranded and remain complaint according to the Regulation (EC) n°1223/2009 of the European Parliament and the Council of 30 November 2009; (ii) not be or contain articles that are prohibited, under Regulation (EC) n°1223/2009 of the European Parliament and the Council of 30 November 2009 or any successor thereto, from being introduced into EU commerce; (ii) (iv) be in compliance with all other applicable EU or EU Country laws and regulations; and (v) be merchantable and fit for their intended purpose, and pass without objection in trade.
B. Indemnification. Client shall indemnify, defend and hold bit Beauty Partners and its Affiliates and sublicensees, and their respective directors, officers, employees and agents (such party’s “Indemnitees”) harmless from and against any and all liabilities, damages, costs, expenses, or losses (including reasonable legal expenses and attorneys’ fees) (collectively, “Losses”) resulting from any claims, suits, actions, demands, or other proceedings brought by or on behalf of a Third Party (collectively, “Claims”) to the extent arising from (i) negligence or willful misconduct of the indemnifying party, its employees or agents; or (ii) breach of this Agreement by the indemnifying party.
Such indemnification shall not apply to the extent that the Claims are caused by the negligence or misconduct of, or breach of this Agreement by such party’s Indemnitees.
C. Intellectual Property. Client agrees that, in the event that the Product violates or infringes upon the Intellectual Property rights of a third party, Client shall obtain for the Company all rights necessary for bit Beauty Partners to lawfully continue executing the obligations of this Service Agreement.
GENERAL LEGAL PROVISIONS
A. Governing Law and Attorney’s Fees. This agreement will be governed, construed and enforced in accordance with the laws of the state of Florida. The parties irrevocably agree to submit all their claims, actions and proceedings in the federal or state courts in Orange County, Florida. In any action or suit to enforce any right or remedy under this agreement or to interpret any provision of this agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees, costs and other expenses.
B) Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, the
successors, executors, heirs, representatives, administrators and permitted assigns of the
parties hereto. Client shall have no right to assign this Agreement, by operation of law or
otherwise. Any such purported assignment shall be void.
C. Severability. If any provision of this Agreement shall be found invalid or unenforceable, the
remainder of this Agreement shall be interpreted so as best to reasonably effect the intent of
D. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties.
TERMS & TERMINATION
A. The terms of this agreement are 12 months, and automatically renews for the same period, until terminated by either party.
B. Either bit Beauty US or the Client may unilaterally terminate the Agreement at each anniversary of entry into force of the Agreement, provided that it gives at least three months’ prior written notice to the other.
C. bit Beauty US may unilaterally terminate the Agreement at any time, if the Client fails to pay any amounts owed to bit Beauty US within one month after having received notice from bit Beauty US that such amounts have become due.
D. Both the Client and bit Beauty US may unilaterally and without prior notice terminate the Agreement for breach of contract by the other party.
E. In case of termination of the contract for any reason whatsoever, bit Beauty Partners shall forward the Product PIF and suporting information to whatever forwarding address that the Client has provided.
F. In case of termination, breach of contract, or failure to comply with EU regulations and laws once the Product has been placed in the EU market, the Client exonerates bit Beauty Partners from any obligations listed in this Service Agreement, including but not limited to those as defined in the Regulation (EC) n°1223/2009 of the European Parliament and the Council of 30 November 2009. In case of termination, breach of contract, or failure to comply with EU regulations and laws once the Product has been placed in the EU market, bit Beauty Spain will no longer be assigned as the Product’s designated EU Responsible Person, and the Client agrees to discontinue use of bit Beauty’s contact information on the Product’s label.