Terms and Conditions

PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING “ACCEPT,” YOU ACKNOWLEDGE THAT YOU:

• HAVE READ AND UNDERSTOOD THIS AGREEMENT IN FULL;

• ARE AT LEAST EIGHTEEN (18) YEARS OLD AND LEGALLY CAPABLE OF ENTERING INTO A BINDING AGREEMENT;

• ACCEPT THIS AGREEMENT ON BEHALF OF YOURSELF OR THE COMPANY/ENTITY YOU REPRESENT;

• AGREE TO BE LEGALLY BOUND BY ALL TERMS AND CONDITIONS SET FORTH HEREIN.

If you do not agree to these terms, do not click "Accept."

Effective Date

This Agreement becomes effective on the date you accept its terms (the “Effective Date”) and is entered into between BOOSCALA OÜ (“Company”) and you, the individual or entity listed on the checkout page (“Client”). Collectively, both parties may be referred to as the “Parties,” and individually as a “Party.”

Article I – Purpose

A. The Company provides custom design services for product images on platforms such as Amazon and Shopify.
B. The Client wishes to engage the Company to create such images.
C. The Client agrees to pay a fixed fee for the services rendered.

Article II – Scope of Work

II.1 – Onboarding & Initial Requirements

• The Client must complete an Onboarding Questionnaire and schedule a Kickoff Call.

• The Company relies on the Client to supply images, graphics, source files, and videos. If unavailable, the Company may create new branding or visual assets.

• Services are further outlined in Schedule A, incorporated herein by reference.

II.2 – Drafts and Revisions

• The Company will produce Draft Designs based on the onboarding materials and discussions.

• For each milestone, the Client may request up to two (2) rounds of revisions.

II.3 – Milestones

1. Amazon Listing Images & 3D Rendering:

   • 2 Main Images

   • 7–8 Listing Images

   • 3D Rendering for all designs and 360° view

2. Premium A+ Content Design:

   • Images for 7 Amazon A+ modules (Desktop & Mobile)

3. Brand Story Design:

   • 8 to 15 Amazon Brand Story modules

4. Amazon Store Page Design:

   • 1 Store Page design (8–15 modules), including header

5. Sponsored Brand Images & Flyers:

   • 2 Sponsored Brand Images

   • 1 Product Insert Flyer

   • 1 page of visual identity

6. Done-for-You Upload Service (optional):

   • Uploads to Seller Central (requires necessary permissions)

Designs will not be finalized until both Parties confirm in writing.
Additional revisions beyond the two included rounds will be billed at $200/hour.

Article II.4 – Project Timeline and Changes

• Client Feedback: Timely feedback is essential. Lack of response within 10 business days will result in project completion by default.

• Timeline Extensions: If additional drafts or changes are requested, delivery dates will be adjusted accordingly.

• Post-Approval Changes: Once approved (or if no feedback is given within 2 business days), any further changes will incur a $200/hour charge.

• Deliverables:

  • Final images in .jpg and 3D Render source files delivered via Google Drive.

  • Source files for images are not included unless purchased for an additional fee, to protect proprietary workflows.

Article II.5 – Fees and Payment

• Total Fee is as shown on the checkout page or invoice.

• Payment is due upon acceptance of this Agreement and is non-refundable.

• Additional services requested beyond the initial scope will be subject to separate fees.

Article III – Ownership and Rights

III.1 – Company’s Work

• All final designs (excluding source files) are considered “work made for hire” and are fully owned by the Client.

• If not considered “work made for hire” by law, the Company assigns all rights to the Client, excluding source files.

• If source files are purchased, the Client receives a non-exclusive, perpetual license to use, reproduce, and adapt them.

III.2 – Company’s Retained Rights

• All drafts, preliminary materials, and proprietary methods remain the exclusive property of the Company.

III.3 – Client’s Retained Rights

The Client retains ownership of:

• Provided 3D rendering source files and images.

• All assets and data supplied by the Client.

• All rights to stock images licensed from Freepik and Shutterstock, which are transferred to the Client.

Article IV – Warranties and Disclaimers

IV.1 – Company’s Warranties

• The Company has full authority to enter into this Agreement.

• All work will be completed professionally and meet Amazon’s image standards.

• The Company affirms that its designs do not infringe on third-party intellectual property (excluding Client-provided content).

IV.2 – Disclaimers

All services and deliverables are provided "AS IS", without any warranties, including but not limited to:

• Fitness for a specific purpose

• Accuracy or completeness

• Effectiveness or profitability

• Marketability or ownership

The Company is not liable for:

• Loss of profits or business

• Direct, indirect, or consequential damages

• Any edits made by the Client or third parties

In jurisdictions where exclusions are not allowed, liability will be limited to the maximum extent permitted by law.

IV.3 Company’s Exemption from Responsibility for Delays or Failures

The Company won’t be held responsible for delays or failures in providing goods or services as mentioned in this Agreement, if these delays or failures on the part of the Company are caused by:

(a) Acts of God or hostile actions by an enemy;
(b) Actions taken by the United States, UK, Germany or any state or local government;
(c) Natural events like fires, extreme weather conditions, floods, earthquakes, disasters, explosions, or other major incidents;
(d) Trade restrictions, epidemics, pandemics, or quarantine orders;
(e) Shortages of supplies, labor strikes, work slow-downs, disputes with workers, or any type of labor stoppage;
(f) Delays caused by suppliers or transportation problems for any reason;
(g) Situations that are beyond the Company's control when providing goods or services, including but not limited to, equipment breakdowns or failures, or delays caused by the Client not reporting issues or providing necessary information or materials promptly.

By accepting the delivery of goods or services, the Client agrees to release and waive any claims for damages, discounts, or other liabilities against the Company due to delays.

IV.4 Third-Party Transactions at Client's Risk

The Company does not provide any clear or implied warranties, assurances, or approvals to the Client or any third party concerning any information, products, or services received or contracted for over the Internet through the Company. This includes, but is not limited to, assurances of:

• Quality or marketability

• Suitability for a specific purpose

• Effort made to achieve a particular goal

• Overall quality

• Accuracy

• Non-violation of rights

• Peaceful enjoyment

• Ownership

The Company won't be responsible for any expenses or damages, whether directly or indirectly, resulting from transactions involving third-party information, products, or services. In some places, the law doesn't allow excluding or restricting liability for consequential or incidental damages. Therefore, in those locations, the Company's liability is limited to the maximum extent permitted by the law.

IV.5 Downloading Data or Files at Client's Risk

The Parties explicitly acknowledge that the Company cannot and does not provide any guarantee or warranty regarding the absence of infection, viruses, worms, Trojan horses, or other code with contaminating or destructive properties in files available for download through the Company. The Client agrees that they bear exclusive responsibility for establishing adequate procedures to meet their specific data input and output accuracy requirements, as well as for maintaining an external means, separate from the Company, for the recovery of any lost data.

The Parties also explicitly acknowledge that the Internet contains unedited content, some of which may be unlawful, indecent, or offensive to the Client. The Client's access to such content is undertaken entirely at the Client's sole risk.

Article V. Termination

V.1 Termination by Company

(a) Termination Without Cause: The Company maintains the right to, and the Client acknowledges that the Company may, terminate any and all services to the Client without specifying a reason, providing seven (7) days' notice.

(b) Termination for Cause: The Company retains the right to, and the Client agrees that the Company may, discontinue this Agreement and cease providing all services to the Client instantly, and without prior notice, if the Client fails to meet any substantial obligation outlined in this Agreement.

V.2 Rights After Termination

(a) Outstanding Fees for the Company: Following termination by any party for any cause, the Company retains the entitlement to collect all outstanding charges that the Client owes to the Company up to the date of termination. The Client acknowledges and agrees to waive any right it may have to offset fees owed to the Company.

(b) Ongoing Client Indemnification: The Client's obligation to indemnify the Company as described in Article VII below will remain in effect even after the termination of this Agreement.

Article VI. Confidentiality, Privacy, Security, Non-Competition and Non-Solicitation

VI.1 Confidentiality

VI.1.1 The Parties recognize that they will have access to valuable trade secrets and other confidential information ("Confidential Information") owned by the disclosing Party. Both Parties acknowledge that they are receiving Confidential Information under strict confidentiality conditions. They agree not to disclose Confidential Information to any third party during the term of this Agreement and for a period of two (2) years after the Agreement ends. However, the Parties may share Confidential Information with their employees who need to know it to fulfill their obligations under this Agreement.

VI.1.2 The Parties also agree not to use each other's Confidential Information in ways prohibited by applicable laws, rules, regulations, codes, policies, or procedures. They will make their agents and employees aware of and require them to adhere to applicable data privacy laws, rules, regulations, codes, policies, or procedures.

VI.1.3 Confidential Information does not include information that:
(a) the receiving Party already knew at the time of disclosure by the disclosing Party;
(b) the receiving Party developed independently without using the disclosing Party's Confidential Information;
(c) becomes part of the public domain or becomes publicly known without violating this Agreement by the receiving Party;
(d) is publicly disclosed with written approval from the disclosing Party; or
(e) the receiving Party lawfully acquires without any restrictions from a source with the legal right to disclose it without breaching this Agreement by the receiving Party.

If the receiving Party is legally compelled in any way to disclose the disclosing Party's Confidential Information, it will, unless prohibited by applicable law, promptly notify the disclosing Party in writing of such request.

VI.1.4 Upon the termination or disclosing Party's request, the receiving Party will either return or destroy the Confidential Information and confirm destruction within one (1) month.

VI.1.5 If there's a breach or threat of breach, the disclosing Party is entitled to seek injunctive relief without needing to prove damages or post a bond.

Article VII. Indemnification

The Client commits to indemnify, defend, and protect the Company, its affiliates, officers, directors, employees, subsidiaries, parent company, agents, and authorized assigns from any and all claims, losses, liabilities, damages, expenses, and costs brought by third parties. This includes reasonable attorney's fees and court expenses, to the extent that these arise from:

(i) The Client's negligence or deliberate misconduct.
(ii) A significant violation of any terms in this Agreement by the Client.

In the event of a claim, the Company will promptly notify the Client. The Client has full control over the defense and may not settle any lawsuit without the Company’s written approval.

Article VIII. Remedies

If one Party doesn't immediately pursue a remedy for a breach of any duty outlined in this Agreement by the other Party, it does not mean the non-breaching Party forfeits the right to seek a remedy for any future breaches.

Article IX. Governing Law and Jurisdiction

This Agreement will be governed by the laws of the country of Estonia and European Union Law, regardless of its conflict of laws principles. The Parties consent that any legal action will be filed exclusively in Estonia. The rights and remedies in this Agreement are not the only ones available under the law or other contracts.

Article X. Entire Agreement

This Agreement replaces all prior agreements—spoken, electronic, or written. Any changes must be in writing and signed by both Parties' authorized representatives.

Article XI. Severability

If any part of this Agreement is found invalid or unenforceable, the rest remains valid and fully effective.

Article XII. Relationship of the Parties

The Company and its contractors are independent of the Client. Nothing in this Agreement creates an employment, partnership, or agency relationship.

Article XIII. Assignment

Neither Party may assign or transfer this Agreement or any obligations without prior written consent from the other Party.

Article XIV. Fees and Expenses

The prevailing Party in any legal action to enforce this Agreement may recover all costs, including reasonable attorney fees.

Article XV. Accumulated Remedies; Enforceable Nature

All remedies under this Agreement are cumulative. This Agreement is binding upon and benefits both Parties and their successors, administrators, heirs, and authorized assigns.

Article XVI. Electronic Acceptance

By clicking “Accept”, “I Agree”, or “Pay now”, the Client acknowledges having read and accepted the terms of this Agreement.