Effective Date: 1 July 2026

Issued by: Ermitage®, Registered Trademark No. 85543, Republic of Cyprus

Limassol, Cyprus

legal@ermitage.pro

ermitageproaccess.taplink.ws

⚠  This document constitutes a legally binding agreement. Please read carefully.

Preamble

This B2B Subscription Agreement (“Agreement”) is entered into between the owner and operator of the Ermitage® brand (Registered Trademark No. 85543, Republic of Cyprus, Class 44 — Nail Care & Beauty Institute Services), operating under the trade name Ermitage Pro Access, with a registered address in Limassol, Cyprus (“Provider”, “we”, “us”), and the legal entity or self-employed professional (“Subscriber”, “you”) who purchases access to the Ermitage Pro Access membership service (“Service”).

This Agreement governs the terms under which the Provider grants the Subscriber access to professional wholesale pricing on nail and beauty products, as well as ancillary services including personal account management, savings tracking, educational discounts, and member-exclusive promotional access.

By completing the purchase process and activating your Pro Access membership, you confirm that you have read, understood, and unconditionally accepted the terms of this Agreement.

Applicable Legal Framework

This Agreement is governed by and construed in accordance with the following applicable laws and regulations:

◆ Cyprus Contract Law, Cap. 149 — governing the formation and enforcement of this Agreement

◆ Cyprus Trade Marks Law, Cap. 268 — governing the Ermitage® registered trademark, No. 85543

◆ EU Directive 2000/31/EC on Electronic Commerce — governing online service provision

◆ Cyprus Electronic Commerce Law, L.156(I)/2004 — national implementation

◆ EU Directive 2011/83/EU on Consumer Rights — noted for reference (B2B service)

◆ EU VAT Directive 2006/112/EC — governing tax treatment of digital services

◆ Cyprus VAT Law, N.95(I)/2000 as amended — applicable domestic VAT provisions

◆ EU Directive 2011/7/EU on Late Payment in Commercial Transactions

◆ EU Regulation 2016/679 (GDPR) — data processing provisions incorporated by reference

Article 1. Definitions

1.1  “Provider” means the owner and operator of the Ermitage® trademark (No. 85543, Republic of Cyprus), operating the Ermitage Pro Access professional membership programme from Limassol, Cyprus.

1.2  “Subscriber” means any legal entity, sole trader, or self-employed professional who purchases a Pro Access membership for business purposes. This Agreement expressly excludes private consumers purchasing for personal use.

1.3  “Service” means the Ermitage Pro Access professional membership, comprising: (a) access to wholesale product pricing on 200+ products; (b) a personal professional account dashboard; (c) order history and one-click reordering functionality; (d) real-time savings tracking; (e) access to member-only promotional offers and closed launches; and (f) a 20% discount on Ermitage professional training courses.

1.4  “Membership Fee” means the annual subscription fee of €288 (two hundred and eighty-eight euros), equivalent to €24 per calendar month.

1.5  “Activation” means the moment at which the Provider enables the Subscriber’s access to Pro Access features following confirmed payment.

1.6  “Founders Program” means the limited early-access offer available to the first one hundred (100) Subscribers, which includes a €100 product credit, priority activation within one (1) hour, early access to new collections, and a price-lock guarantee.

1.7  “Product Credit” means a monetary credit of €100 applied to the Subscriber’s account upon Activation under the Founders Program, usable towards any product purchase on the platform.

1.8  “Professional Pricing” means the closed wholesale prices available to Pro Access Subscribers only, representing discounts of 40% to 90% depending on the product and offer type, unavailable to retail customers.

Article 2. Formation and Acceptance of Agreement

2.1  This Agreement becomes legally binding upon the Subscriber completing the purchase of a Pro Access membership and confirming acceptance of these terms during the checkout process, in accordance with Cyprus Contract Law, Cap. 149.

2.2  The Subscriber confirms that: (a) they are a legal entity or self-employed professional; (b) they are purchasing the Service for business purposes, not personal consumption; (c) they have legal authority to enter into binding agreements on behalf of their business.

2.3  The Provider reserves the right to verify the professional status of the Subscriber and to terminate access if the Subscriber is found to be a private consumer or to have provided false information.

2.4  Pursuant to Article 9 of EU Directive 2000/31/EC and Cyprus L.156(I)/2004, this Agreement concluded electronically has the same legal force as a written agreement signed in person.

Article 3. Subscription, Term and Renewal

3.1  The Pro Access membership is an annual subscription with a term of twelve (12) calendar months commencing from the date of Activation.

3.2  The subscription does not renew automatically unless the Subscriber explicitly selects auto-renewal. The Subscriber will be notified at least thirty (30) days before the expiry of the subscription term.

3.3  The Membership Fee for each renewal period shall be the then-current standard rate, except for Founders Program Subscribers, for whom the price is locked at €288/year for the lifetime of continuous membership.

3.4  Failure to renew results in immediate suspension of Pro Access features upon expiry of the paid period.

3.5  The Provider may modify the Membership Fee for future renewal periods by giving not less than sixty (60) days’ prior written notice to the Subscriber’s registered email address.

Article 4. Payment Terms

4.1  The Membership Fee of €288 is payable in full at the time of subscription. No instalment plans are offered for the annual fee.

4.2  All prices are quoted inclusive of applicable VAT where required by law. B2B Subscribers registered for VAT in the EU may be eligible for reverse charge treatment under Article 196 of EU VAT Directive 2006/112/EC.

4.3  Payment is processed via secure third-party payment providers. The Provider does not store card details.

4.4  In the event of payment failure, the Provider will notify the Subscriber and allow seven (7) days to complete payment before suspending Service access.

4.5  Late payments shall accrue statutory interest in accordance with EU Directive 2011/7/EU.

4.6  Founders Program Product Credit of €100 is non-transferable, non-refundable, and has no cash value. It expires upon membership termination.

Article 5. Service Delivery and Activation

5.1  Standard Activation: within twenty-four (24) hours of confirmed payment.

5.2  Founders Program Priority Activation: within one (1) hour of confirmed payment during business hours (09:00–18:00 EET, Monday–Friday).

5.3  Upon Activation the Subscriber receives: (a) login credentials; (b) full Pro Access product catalogue access; (c) where applicable, the €100 Product Credit; (d) access to member-only offers.

5.4  The Provider shall make commercially reasonable efforts to maintain 99% Service availability, excluding scheduled maintenance (48 hours’ notice given) and force majeure circumstances.

Article 6. Force Majeure

6.1  Neither party shall be liable for failure or delay in performance resulting from events beyond reasonable control, including acts of God, war, government action, cybersecurity incidents, supply chain disruption, or platform provider outages.

6.2  The affected party must notify the other within five (5) business days. Service credits may be offered at the Provider’s discretion for outages exceeding seventy-two (72) hours.

Article 7. Subscriber Obligations

7.1  The Subscriber agrees to: (a) use the Service solely for legitimate professional/business purposes; (b) maintain confidentiality of account credentials; (c) not share, resell, or sublicense access to Professional Pricing; (d) provide accurate and current business information; (e) comply with all applicable laws.

7.2  The Subscriber shall not reverse-engineer, scrape, reproduce, or systematically download the product catalogue, pricing data, or any proprietary content.

7.3  Breach of Articles 7.1 or 7.2 entitles the Provider to terminate membership immediately without refund and to pursue damages under Cyprus Contract Law, Cap. 149.

Article 8. Intellectual Property

8.1  All intellectual property rights in the Ermitage® brand (TM No. 85543, Republic of Cyprus), product catalogue, course materials, platform design, and pricing structures are and shall remain the exclusive property of the Provider, protected under Cyprus Trade Marks Law, Cap. 268 and EU Trademark Regulation (EU) 2017/1001.

8.2  The Provider grants the Subscriber a non-exclusive, non-transferable, revocable licence to access and use the Service for the duration of the active subscription, for internal business purposes only.

8.3  This Agreement does not constitute a transfer of intellectual property rights. Unauthorised use of the Ermitage® trademark or platform content shall give rise to legal action.

Article 9. Limitation of Liability

9.1  The Provider’s total cumulative liability shall not exceed the total Membership Fees paid by the Subscriber in the twelve (12) months preceding the event giving rise to liability.

9.2  The Provider shall not be liable for: (a) loss of profits; (b) indirect or consequential loss; (c) third-party claims arising from the Subscriber’s use of the Service; (d) product price fluctuations.

9.3  Nothing limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded under applicable law.

Article 10. Termination

10.1  The Subscriber may terminate at any time by written notice to legal@ermitage.pro. Termination takes effect at the end of the current subscription period.

10.2  The Provider may terminate immediately where: (a) the Subscriber commits a material breach not remedied within fourteen (14) days; (b) false professional status information is provided; (c) prohibited conduct under Article 7 occurs.

10.3  Upon termination: (a) all access rights cease; (b) unused Product Credit is forfeited; (c) the Founders price-lock ceases upon re-subscription.

10.4  Articles 8, 9, 11, and 12 survive termination.

Article 11. Confidentiality

11.1  The Subscriber acknowledges that Professional Pricing, member-only offers, and closed promotional access terms constitute confidential commercial information of the Provider.

11.2  The Subscriber undertakes not to disclose such information to third parties or use it for any purpose other than their own procurement.

Article 12. Governing Law and Dispute Resolution

12.1  This Agreement is governed by the laws of the Republic of Cyprus.

12.2  Parties shall first attempt amicable resolution within thirty (30) days.

12.3  Unresolved disputes shall be submitted to the exclusive jurisdiction of the competent courts of Limassol, Cyprus.

Article 13. Amendments and Entire Agreement

13.1  The Provider may amend this Agreement with thirty (30) days’ prior written notice. Continued use constitutes acceptance.

13.2  This Agreement, together with the Privacy Policy and Refund & Cancellation Policy, constitutes the entire agreement between the parties.