Terms of Service

Template notice. This document is a drafting starting point, not legal advice. Have it reviewed by a qualified Lithuanian lawyer before you rely on it, and replace every highlighted placeholder first.

1. Who these terms are between

These terms form an agreement between NEEDS CORRECTION, trading as BlueShelf (registration number NEEDS CORRECTION, registered office NEEDS CORRECTION, Republic of Lithuania) — "we", "us", the "Agency" — and you, the business engaging our services (the "Client").

2. Business-to-business only

Our services are offered exclusively to businesses acting in the course of their trade or profession. They are not offered to consumers, and consumer protection rules including statutory withdrawal rights do not apply. By engaging us you confirm you are acting for business purposes and are authorised to bind the Client.

3. Scope of services

Depending on the service ordered, the engagement may cover:

• Marketplace account onboarding — preparing and submitting a Walmart Marketplace seller application and supporting documentation;
• Listing creation and optimisation — titles, bullets, descriptions, backend attributes, category placement, and imagery guidance;
• Store and catalogue management — ongoing maintenance of listings, content, and account health;
• Advertising management — building and tuning Walmart Connect campaigns;
• Audits and advisory — written reviews with prioritised recommendations.

The precise deliverables, fees, and timelines for each engagement are set out in the applicable proposal, order form, or written confirmation, which forms part of these terms. If there is a conflict, the order form prevails.

4. Client obligations

The Client is responsible for, and warrants that it will provide:

• Authentic business documents — genuine, current, and accurate registration documents, tax identifiers, and any other records required by Walmart or by us;
• Valid licences and rights — all trademark, brand, distribution, resale, and regulatory licences necessary to sell each product in the United States;
• Approved product imagery and content — imagery, copy, and marketing assets that the Client owns or is licensed to use, and that do not infringe third-party rights;
• Accurate product data — including safety, compliance, labelling, and restricted-product information;
• Timely access and responses — including any account access we reasonably need to perform the services.

The Client remains solely responsible for the legality of its products and for its own inventory, pricing, fulfilment, shipping, returns, and customer service, unless expressly agreed otherwise in writing. Submitting falsified or misleading documentation is grounds for immediate termination without refund.

5. Fees and payment

• Fees are stated in the applicable order form and are exclusive of VAT unless stated otherwise.
• Invoices are payable within NEEDS CORRECTION days of the invoice date.
• Late payment may attract statutory interest and suspension of services until the account is settled.
• Fees for work already performed are non-refundable, save where required by mandatory law.

6. Intellectual property

Ours stays ours. All methodologies, onboarding frameworks, audit templates, checklists, scoring systems, custom scripts, tooling, dashboards, marketing templates, and other materials we develop — whether before or during the engagement — remain our exclusive property, together with all associated intellectual property rights. Nothing in these terms transfers ownership of them.

On full payment we grant the Client a non-exclusive, non-transferable, perpetual licence to use the specific deliverables produced for it, solely for its own internal business purposes and for operating its own marketplace listings. The Client may not resell, sublicense, publish, or repackage our frameworks, templates, or scripts, or use them to provide competing services.

Yours stays yours. The Client retains ownership of its brand assets, product data, imagery, and marketplace account, and grants us a limited licence to use them only as needed to perform the services.

7. Confidentiality

Each party will keep the other's non-public information confidential, use it only for the engagement, and protect it with at least reasonable care. This does not apply to information that is public through no breach, independently developed, or required to be disclosed by law. Credentials and API keys are treated as confidential information of the highest sensitivity.

8. Term, suspension, and termination

• Ongoing services run monthly unless the order form states a fixed term.
• Either party may terminate for convenience on NEEDS CORRECTION days' written notice.
• Either party may terminate immediately for material breach that is not remedied within 14 days of written notice, or on the other's insolvency.
• We may suspend services immediately where payment is overdue, where continuing would breach law or Walmart policy, or where we are asked to act on documentation we reasonably believe to be inauthentic.
• On termination, we revoke our access to the Client's systems and the Client pays for services performed up to the termination date.

9. Disclaimers and limitation of liability

Our services are provided without warranties of any kind beyond those that cannot lawfully be excluded. In particular, we do not guarantee admission to Walmart Marketplace, sales volumes, margins, or search rankings, and we are not affiliated with Walmart Inc. These points are set out in full in our Service Disclaimers, which form part of these terms.

Liability cap. To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with the engagement — whether in contract, tort (including negligence), or otherwise — is limited to the total fees actually paid by the Client to us in the three (3) months immediately preceding the event giving rise to the claim.

We are not liable for indirect or consequential loss, loss of profit, revenue, goodwill, data, anticipated savings, or business opportunity. Nothing in these terms excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited.

10. Governing law and jurisdiction

These terms and any dispute or claim arising out of them, including non-contractual disputes, are governed by the laws of the Republic of Lithuania, without regard to conflict-of-law rules. The courts of the Republic of Lithuania have sole and exclusive jurisdiction, and both parties submit to that jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

11. General

• Entire agreement. These terms, the order form, and the documents they reference are the entire agreement between the parties.
• Severability. If a provision is unenforceable, the rest remains in force.
• Assignment. The Client may not assign without our written consent.
• Subcontracting. We may use subcontractors but remain responsible for the services.
• Force majeure. Neither party is liable for failure caused by events beyond its reasonable control, including platform outages and policy changes by Walmart.
• Changes. We may update these terms on reasonable written notice; continued use of the services after the effective date constitutes acceptance.

12. Contact

Questions about these terms: hello@blueshelfagency.com.