These Terms of Service ("Terms") form a binding agreement between you ("you", "Customer") and Scalica Ltd, a company registered in England and Wales (company number 17183504) with registered office at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom ("Scalica", "we", "us", "our").
These Terms govern your access to and use of any product offered under the Scalica.ai brand, including ContentTagger, Real UGC from Customers, Release Radar, and Inventory Forecast (each a "Service" and together the "Services"), whether free or paid. App-specific terms are set out in the Service Schedules at the end of these Terms; where a Schedule conflicts with the main body for that Service, the Schedule prevails.
By creating an account or otherwise using the Services, you confirm that you accept these Terms, the Privacy Policy, and (where applicable) the Data Processing Addendum. If you do not accept them, do not use the Services.
Each Service provides a distinct capability, described in its Service Schedule. In summary:
Some functionality may be labelled "beta", "preview", "early access", or similar. Beta features are provided as-is, may change without notice, and may be withdrawn. We do not commit to service levels for beta features.
We are actively building the Services and will add, modify, or remove features. We will give reasonable notice (via email or in-app) of changes that materially reduce a paid plan's functionality.
You retain all rights to the content you provide, upload, or connect to the Services ("Customer Content"), including images stored in Google Drive that ContentTagger processes, UGC photos submitted through Real UGC, and any other data you supply.
You grant Scalica a limited, worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, and process Customer Content solely to provide the Services to you. This licence ends when you delete the content, disconnect the integration, or terminate your account, subject to the retention periods in the Privacy Policy. We do not use Customer Content to train, develop, or improve any artificial intelligence or machine learning model, and our AI sub-processors are contractually prohibited from doing so with data we send them (see Section 6 and the Privacy Policy).
The Services generate AI outputs (image tags, content moderation scores, forecasts). These outputs are produced by third-party AI models on a best-effort basis. We do not warrant that AI outputs are accurate, complete, free from bias, or fit for any particular purpose. You should review AI outputs before relying on them, especially before exporting them to public-facing destinations. As between you and us, you own the AI outputs generated for you to the extent permitted by the underlying AI provider's terms, and you are responsible for your use of them.
You confirm that:
You agree not to:
We may suspend or terminate accounts that breach this section without prior notice.
Each Service offers one or more paid plans. Current plans, prices, and feature limits are published on each Service's pricing page. Prices may be denominated in USD or GBP depending on the Service.
Prices displayed are exclusive of VAT and other applicable taxes unless explicitly stated. We will add VAT at the prevailing rate where required by UK or EU law, based on your billing country and (for B2B EU customers) the validity of any VAT number you supply.
If a payment fails, we will retry over a grace period of up to 14 days. If payment is not received by the end of the grace period, your account may be downgraded to a free plan or suspended. Customer Content is retained per the Privacy Policy.
Except where required by law, fees are non-refundable and we do not offer refunds for partial billing periods. If we materially fail to provide the Services as described and cannot resolve the issue within a reasonable time, we may issue a prorated refund at our discretion. Statutory rights, including those under the Consumer Rights Act 2015 for consumer customers (see Section 17), are not affected.
We may change prices with at least 30 days' email notice. Changes apply at your next renewal after the notice period.
The Services integrate with third-party platforms (for example Google, Shopify, Stripe). Your use of those platforms is governed by their own terms and policies, not by these Terms. We are not responsible for the availability, content, or actions of third-party services. If a third party changes its API, terms, or pricing in a way that affects our Services, we will adapt as quickly as reasonably possible.
To deliver certain features, we send Customer Content to third-party AI providers acting as our sub-processors. The current AI providers, what they process, and their data-handling commitments are listed in our Privacy Policy and at scalica.ai/subprocessors. We select AI providers that, under our agreements with them, do not use the content we send to train or improve their general models.
Because Customer Content may be processed by these AI providers, you agree that you will not submit content through the Services that would breach the acceptable-use or prohibited-use policies of the relevant AI provider. We may, without liability to you, decline to process, or stop processing, any content that we reasonably believe breaches such a policy or that an AI provider refuses or restricts. AI provider policies may change; the up-to-date provider list and links are maintained at scalica.ai/subprocessors.
Each party agrees to keep confidential any non-public information disclosed by the other and to use it only as needed to perform under these Terms. This obligation survives termination for three years. Confidential information does not include information that is or becomes publicly known through no fault of the receiving party.
To the maximum extent permitted by law, the Services are provided "as is" and "as available". We disclaim all warranties, whether express or implied, including warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, and any warranty that the Services will be uninterrupted, error-free, or secure.
In particular, we do not warrant that AI-generated outputs will be accurate. You assume the risk of relying on AI outputs and are responsible for reviewing them before acting on them.
Nothing in these Terms excludes or limits liability that cannot be excluded or limited by law, including for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title), or any other liability that English law does not permit to be excluded.
This Section 11 applies to business customers. If you are a consumer, Section 17 applies to you instead.
Subject to Section 10, our total aggregate liability arising out of or relating to these Terms or the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will not exceed the total amount you paid to us for the relevant Service in the 12 months immediately preceding the event giving rise to the claim.
We will not be liable for any indirect or consequential loss, or for any of the following whether direct or indirect: loss of profits, loss of revenue, loss of anticipated savings, loss of business or opportunity, loss of goodwill, or loss or corruption of data, even if we have been advised of the possibility of such loss.
Each provision of this Section operates separately. If any part is held unenforceable, the remaining parts continue to apply.
If you are a business customer, you agree to indemnify and hold harmless Scalica, its directors, officers, employees, and contractors from any claim, demand, loss, or expense (including reasonable legal fees) arising from: (a) your breach of these Terms; (b) your Customer Content; (c) your violation of any law or any third party's rights. This Section 12 does not apply to consumer customers.
These Terms apply from the moment you create an account and continue until terminated.
You may terminate by cancelling all your subscriptions and deleting your account from the in-app settings or by emailing [email protected].
We may suspend or terminate your access if you breach these Terms, if continued provision would expose us to legal or reputational risk, if a sub-processor or AI provider revokes our access to a required integration or refuses to process your content, or if we discontinue a Service. Where reasonable we will give you at least 30 days' notice and a chance to export your data.
On termination, your right to use the Services ends immediately. Customer Content will be deleted in line with the Privacy Policy and the Data Processing Addendum. Sections that by their nature should survive (including 3.1, 3.2, 6, 7, 8, 10, 11, 12, 14, 15, 16, and 17, and the Data Processing Addendum) will survive.
These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute arising out of or relating to these Terms, except that where you are a consumer resident in another part of the United Kingdom or in the EEA, you may also bring proceedings in the courts of your country of residence, and the mandatory consumer-protection laws of your country of residence continue to apply.
Our processing of personal data is described in the Privacy Policy. Where you use a Service through which we process personal data on your behalf (for example, end-customer data in Real UGC, or personal data contained in images you connect to ContentTagger), you are the controller and we are the processor, and the Data Processing Addendum applies and forms part of these Terms.
This Section applies only if you are a consumer (an individual using the Services wholly outside your trade, business, craft, or profession). Where this Section conflicts with Sections 11, 12, or 5.5 for a consumer, this Section prevails.
We may update these Terms from time to time. For material changes affecting paying customers, we will give at least 30 days' notice by email. Continued use of the Services after the effective date means you accept the new Terms. If you do not accept a material change, you may terminate before it takes effect.
Service: AI-assisted tagging of images held in Google Drive folders you connect, with optional write-back of tags to Google Drive file descriptions.
Authentication: Google OAuth.
Google data: Our use of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements. We use Google Drive data only to provide the user-facing tagging feature you request, as described in Section 5 of the Privacy Policy. We do not use Google Drive data to train or improve any AI/ML model, and we do not transfer it to any third party except the AI provider needed to generate tags at the moment you initiate tagging.
Your responsibilities: you confirm you have the right to connect the relevant Drive folders and to have the images in them processed, including any personal data of individuals appearing in those images.
Service: a Shopify app that invites your customers to submit user-generated content (photos and videos) and tracks rewards you offer them.
Authentication: Shopify OAuth.
Controller/processor: for the personal data of your end-customers (for example their email addresses, orders, and submitted content), you are the controller and Scalica is the processor. The Data Processing Addendum governs this processing and forms part of these Terms.
Your responsibilities: you are responsible for establishing a lawful basis for inviting your customers, for any required consents to collect and use their content, and for honouring the rewards you offer. You must not instruct us to process end-customer data in a way that breaches data-protection law.
Shopify: your use of Shopify and your obligations to your customers under Shopify's terms are unaffected by these Terms.
Service: monitoring of storefront URLs you specify and surfacing of deploy/build reviews.
Your responsibilities: you confirm you are authorised to monitor the storefronts and to connect any deploy webhooks you configure.
Service: generation of inventory plans and forecasts from sales history and SKU data you provide.
Outputs: forecasts are estimates produced on a best-effort basis. They are not financial, purchasing, or business advice, and you remain responsible for your inventory and purchasing decisions.