Public Offer Agreement for services on creation, processing and transformation of digital images of clothing and other goods using software tools

Offer publication date: 31 July 2026 · Revision: No. 5

The current revision of the offer is published at jemio.ru/legal/offer and provided to the Client on request. The offer applies together with the Personal Data Processing Policy, the Consent to Personal Data Processing, the Cookie Policy, and the Terms of Use.

1. General Provisions

1.1. This document is an offer by Individual Entrepreneur Khamzin Artem Maratovich (short: "IE Khamzin A.M."), OGRNIP 325169000153195, TIN 166019255124, trading under the commercial designation "Jemio" (the "Contractor"), to conclude an agreement for services on creation, processing and transformation of digital product images using automated image generation and processing software tools. "Individual Entrepreneur" (IE, Russian: individualnyy predprinimatel) is a Russian sole-trader legal form: it is not a legal entity separate from the natural person, and the Contractor is personally liable for its obligations.

1.2. Acceptance of this offer (Art. 438 of the Civil Code of the Russian Federation) is constituted by either of the following actions by the Client: payment of the Contractor's invoice (in full or as an advance), or express written confirmation of agreement with these terms in correspondence between the parties. The person who has performed such acceptance is hereinafter referred to as the "Client".

1.3. Submitting an enquiry via the website form, a messenger, or email does not constitute acceptance and does not create an agreement. An enquiry is treated as an invitation to agree terms (Art. 437 of the Civil Code of the Russian Federation).

1.4. The agreement is concluded upon acceptance, provided that the parties have agreed the subject matter and the cost of services under Section 5 of this offer.

1.5. The offer applies to relations between the Contractor and the Client unless the parties have signed a separate written agreement.

1.6. Correspondence between the parties by email, messenger, enquiry form, cloud storage, or other agreed channels is deemed a written means of agreeing on the task, deadlines, cost, composition of the result, and revisions.

1.7. Commercial proposals, price lists, descriptions of cooperation formats, sample works, and other informational materials of the Contractor, including those published on jemio.ru, are informational and do not constitute a separate public offer. The terms of a specific order are set by the invoice and the Task agreed by the parties.

2. Definitions

2.1. "Source materials" — photographs of the item (product), images, links to the brand's website or product listing, style references, descriptions, specifications, logos, and other digital materials provided by the Client to the Contractor for task performance.

2.2. "Software tools" — software, services, algorithms for automated processing, generation, and post-processing of digital images, including AI tools.

2.3. "Result" — a set of final digital files created, processed, or transformed by the Contractor based on the Source materials and the Client's task and delivered to the Client under clause 8.1. Intermediate materials, drafts, working versions, previews, and rejected variants are not part of the Result.

2.4. "Task" — parameters agreed by the parties: the item (product), number of SKUs, number and types of shots, file format, resolution and aspect ratios, visual style, synthetic model type, placement platforms, permissible deviations, deadlines, cost, number of revision rounds, and delivery method. Each separately agreed and paid Task constitutes a standalone transaction under this offer.

2.5. "Synthetic model" — a visual image of a person created by Software tools and used to present the item. A synthetic model is not an image of any specific natural person.

2.6. "Test fitting" — a stage at which the Contractor creates trial images on a single item in order to agree the synthetic model type, visual style, background, and the achievable level of detail before the main volume begins.

2.7. "Series" — a set of images produced in a single visual style within one Task.

2.8. "Content versions" — derivative files of the same shot differing in cropping, aspect ratio, background, or size and prepared for the requirements of different placement platforms.

2.9. "Work performed" — the Result delivered to the Client within the scope of the agreed Task, including the agreed number of shots, formats and content versions, and the revision rounds included in the cost of services.

3. Subject of the Agreement

3.1. The Contractor provides services on creation, processing and transformation of digital images of the Client's product using Software tools, and the Client accepts and pays for the services rendered.

3.2. The specific scope of services is defined by the invoice, enquiry, task, correspondence, or an annex to this offer.

3.3. Services may include preparation of the following digital visual materials: catalogue images of the item on a synthetic model; images for marketplace listings, including the main shot and additional angles; lifestyle shots; advertising creatives; content versions for different platforms; a series of angles, close-up fragments, and pose variations in a single visual style.

3.4. The Contractor does not perform physical product photography, does not accept the product for storage, and does not provide offline photo studio services unless separately agreed by the parties.

3.5. The services constitute digital processing and preparation of visual files. The resulting images are not technical, production, expert, or measurement documentation of the product.

3.6. Services are provided for clothing, accessories, and other goods that can be visualised on a synthetic model. Whether a task can be performed for particular product categories is determined by the Contractor based on the results of the Test fitting.

4. Cooperation Formats

4.1. The parties may agree on one of the following formats:

4.1.1. "Pilot" — a Test fitting on a single item, agreeing the synthetic model type and the visual style;

4.1.2. "Catalogue" — a one-off series covering several items with a single model and a single style, with a set of angles for a specific platform;

4.1.3. "Content stream" — recurring batches of images produced under separate Tasks within an agreed visual style.

4.2. The "Content stream" format does not oblige the Contractor to accept any subsequent Task and is not a subscription agreement. Each batch is agreed and paid for separately unless the parties have agreed otherwise in writing.

4.3. The Contractor takes reasonable measures to keep the agreed synthetic model type and visual style consistent between shots in a series and between batches. Full technical identity of images is not guaranteed; minor differences that do not affect the perception of the item or the consistency of the visual style are not defects of the result.

5. Order Placement and Performance

5.1. The Client sends the Contractor an enquiry and Source materials. The minimum set to start work: photographs of the item, a link to the brand's website or product listing, 2–3 references for the desired style, and a list of placement platforms.

5.2. The quality of the result depends directly on the Source materials. The Client provides photographs in which the shape, colour, print, texture, and significant details of the item are discernible.

5.3. The Contractor may request additional materials if the provided data is insufficient to perform the task.

5.4. Agreement of the Task (the essential terms — subject matter and cost) is confirmed by an invoice, letter, messenger message, technical brief, or other written means. Upon agreement of the Task and acceptance under clause 1.2, the agreement is deemed concluded. The order and moment of commencement are governed by Section 6.

5.5. Unless the parties agree otherwise, work proceeds as follows: 1) brief and agreement of the Task; 2) transfer of Source materials; 3) Test fitting and agreement of direction; 4) production of the series; 5) adjustments within the approved concept; 6) file delivery.

5.6. The Client's approval of the Test fitting results fixes the synthetic model type, the visual style, the background, and the achievable level of item detail. After such approval, comments on those parameters are not treated as defects of the result, and changing them is considered a new task.

5.7. The Contractor independently determines the technical methods of task performance, Software tools used, order of processing, and internal production workflow.

5.8. The Contractor may engage third parties in performing the Task (subcontractors, external automated image processing and generation services), remaining liable to the Client for their work as for its own. The categories of data recipients are disclosed in the Personal Data Processing Policy.

5.9. If the Client changes the Task after work has commenced, the Contractor may change the deadline, cost, or scope of work.

6. Commencement of Work and Deadlines

6.1. The Contractor starts performing the Task on the day the invoice payment or the agreed advance is credited to the Contractor's bank account. If the funds arrive outside business hours, on a weekend, or on a public holiday, work is deemed to start on the next business day.

6.2. Until payment is received, the Contractor does not start the Task and the delivery period does not run.

6.3. If all shooting parameters — synthetic model type, background, visual style, angles, file formats, and other Task parameters — are agreed as at the start date, the delivery period is 1 (one) to 2 (two) business days from the start date.

6.4. If the shooting parameters are not fully agreed as at the start date, the period in clause 6.3 runs from the business day following the day the last outstanding parameter is agreed.

6.5. For Tasks with an increased volume, items of higher complexity, several synthetic models, additional content versions, or other special conditions, the delivery period is agreed separately in the invoice, the Task, or correspondence. A period agreed in that way prevails over clause 6.3.

6.6. The delivery period is suspended while awaiting the Client's response, outstanding Source materials, approval of the Test fitting results, or any other action of the Client without which work cannot continue, and is extended by the corresponding number of business days.

6.7. Changing the Task after work has commenced interrupts the delivery period. A new period is agreed under clause 5.9 of this offer.

7. Cost, Payment, and Tax Regime

7.1. The cost of services is determined by the invoice, task, or correspondence. The cost of a Test fitting is 1,900 RUB (for payments in the Russian Federation) or 25 US dollars (USD) (for international clients).

7.2. The cost is affected by: the number of SKUs and final images; the complexity of the item, including prints, textures, transparency, embellishment, and layering; the number of synthetic models, scenes, and backgrounds; the number of sizes, aspect ratios, and content versions; the number of revision rounds and the urgency of delivery.

7.3. Where the cost of services is stated in a foreign currency in informational materials or in the invoice, settlement is made in Russian roubles. The conversion rate is stated in the invoice; if no rate is stated, the Bank of Russia rate as at the invoice date applies.

7.4. The Test fitting is paid for separately and is not credited against the cost of the main series unless the invoice expressly states otherwise.

7.5. Payments in the Russian Federation are accepted via bank transfer to the Contractor's account or through acquiring (card, SBP). International payments — bank transfer (SWIFT) on agreed terms.

7.6. The payment date is the date on which the funds are credited in full to the Contractor's bank account.

7.7. Fees of banks, payment systems, and intermediaries, including correspondent bank fees on international transfers, are borne by the Client in addition to the cost of services unless the invoice states otherwise.

7.8. The Contractor applies the tax regime in accordance with its status as an individual entrepreneur and independently fulfils its tax obligations. Prices are stated exclusive of VAT. Clients who are VAT taxable persons in foreign jurisdictions account for and pay the tax themselves under the applicable rules, including the reverse charge mechanism for EU B2B clients.

7.9. If the Client refuses services after performance of the Task has commenced, the Contractor may withhold the cost of work actually performed and expenses incurred. The volume of work actually performed is evidenced by intermediate materials sent to the Client, the Contractor's report, or other correspondence; expenses incurred are evidenced by supporting documents.

8. Delivery and Acceptance

8.1. The Result is delivered to the Client via cloud storage link, email, messenger, or another agreed means. Delivery occurs at the moment the link or files are sent to the Client through the agreed communication channel, with the fact of sending recorded in the correspondence. The Contractor simultaneously notifies the Client of the delivery and of the start of the acceptance period. Unless the parties agree otherwise, the link remains available for 30 (thirty) calendar days from delivery; the Contractor does not guarantee storage of the Result after that period.

8.2. The Task is deemed performed by the Contractor from the moment the final files or a link to them are sent to the Client by the agreed means. The moment the Client actually downloads, opens, or views the files does not affect performance of the Contractor's obligation.

8.3. If the Client does not provide reasoned comments within 5 (five) business days from the delivery date, the services are deemed rendered and accepted without comments.

8.4. Comments are accepted only within the scope of the agreed Task. Changes to the item, visual style, number of files, synthetic model type, angles, placement platform, or purpose of the Result are considered a new task or additional work.

8.5. If the parties sign an act of services rendered, the services are deemed accepted from the date of signing the act. Exchange of scans, electronic copies, or confirmation in correspondence is deemed sufficient proof of acceptance unless the parties have agreed otherwise.

9. Revisions

9.1. The number of revision rounds is defined by the invoice, task, or correspondence. If not agreed, the cost includes 1 (one) round of revisions.

9.2. Revisions include adjustments to the result within the concept approved following the Test fitting: replacement of individual files, correction of obvious visual defects, refinement of background, framing, pose, or specific details.

9.3. Not considered revisions and paid separately: changes to the original item, addition of new colours, sizes, new synthetic models, new angles, a new visual style, preparation of additional content versions, changes to the purpose of the Result, or re-preparation of a series after its approval.

9.4. Revisions are made within 1 (one) business day of the Contractor receiving the Client's comments unless the parties agree otherwise. Time spent waiting for the Client's comments is not counted towards the Task delivery period.

10. Client's Warranties Regarding Source Materials

10.1. The Client warrants that it holds the rights and lawful grounds to transfer the Source materials to the Contractor, including photographs of the item, trademarks, design elements, texts, images, logos, and other objects.

10.2. The Client warrants that the use of Source materials and the Result does not infringe third-party rights, marketplace requirements, advertising platform rules, or applicable law.

10.3. The Client independently assesses whether images created using Software tools may be used on the platforms it selects, including those platforms' rules on generated images and their product disclosure requirements.

10.4. If third parties raise claims related to the Source materials or the Client's instructions, the Client shall independently settle such claims and compensate the Contractor for any damages.

11. Result Features and Limitations

11.1. The Result is created using Software tools and may have visual differences from the actual product: in shade, texture, fit, folds, hardware, seams, proportions, and other details.

11.2. Complex prints, small hardware, lace, sheer and reflective fabrics, layered garments, and unusual cuts are treated as items of higher complexity. Their achievable level of detail is determined by the results of the Test fitting and is deemed agreed by the parties once the trial shot is approved.

11.3. The Client is obligated to independently verify the Result before publication, placement in a product listing, transfer to third parties, or use in commercial materials.

11.4. The Contractor does not guarantee an increase in sales, passing moderation on marketplaces or advertising platforms, or full compliance of the Result with specific platform requirements unless such requirements were provided by the Client in the task in advance.

11.5. Visual images of models, if used in the Result, are synthetic: they are generated by software tools and are not derived from images of any specific natural person. The Contractor does not seek to reproduce the appearance, voice, or other attributes of real people. Any incidental visual resemblance between a synthetic image and a real person is unintentional and does not constitute use of a person's image within the meaning of Art. 152.1 of the Civil Code of the Russian Federation or comparable provisions of applicable law.

11.6. Before publishing the Result, the Client shall check it for incidental resemblance to specific natural persons and notify the Contractor if such resemblance is found; in that case the Contractor replaces the relevant files as a warranty revision.

11.7. The Client is solely responsible for complying with labelling and disclosure requirements for AI-generated content applicable in the jurisdiction of publication (including Art. 50 of Regulation (EU) 2024/1689, the EU AI Act, for publication in the EU) and with the requirements of the platforms where the Result is placed.

12. Rights to the Result

12.1. Upon full payment for services, the Contractor grants the Client a non-exclusive licence (Arts. 1235–1236 of the Civil Code of the Russian Federation) to use the Result for commercial purposes in the Client's digital channels: product listings, online store, marketplaces, social networks, presentations, and other Client materials. This grant is a licence and not an assignment of exclusive rights; to that extent this offer constitutes a licence agreement concluded in written form by way of acceptance.

12.2. Unless otherwise agreed, the licence is granted worldwide for the term of the exclusive rights without limitation on the number of placements.

12.3. The parties acknowledge that the legal status of results created using automated generation tools is not expressly regulated by the law of the Russian Federation. The Contractor grants the Client all rights in the Result to the fullest extent to which such rights arise or may arise for the Contractor, and undertakes not to bring any claims against the Client in connection with use of the Result within the scope of clauses 12.1–12.2.

12.4. Rights to the synthetic model type created by the Contractor are not transferred to the Client. The Client may use images featuring the synthetic model within the scope of clause 12.1. Exclusive reservation of a model type for the Client, precluding its use for other clients, is agreed and paid for separately.

12.5. The Contractor may use the Result and fragments of the Result in its portfolio, including the jemio.ru website, in presentations, and in materials on completed work, unless the Client has stated a written prohibition in the Task (Annex 1), a separate letter, or a non-disclosure agreement. Such a prohibition applies indefinitely; if received after publication, the Contractor removes the relevant materials within 10 (ten) business days.

12.6. Transfer of exclusive rights, source working files, prompts, settings, internal materials, intermediate results, and production workflow is not included in the cost of services unless expressly agreed by the parties.

13. Liability

13.1. The parties are liable in accordance with the law of the Russian Federation and this offer.

13.2. The Contractor's liability for any claims related to the provision of services is limited to the cost of services paid by the Client for the Task in connection with which the claim arose. Where the parties have several Tasks, the cap applies to each Task separately and is not aggregated.

13.3. The limitation in clause 13.2 does not apply to wilful misconduct or gross negligence of the Contractor (Art. 401(4) of the Civil Code of the Russian Federation), to death or personal injury, or to any other case where limitation of liability is not permitted by mandatory provisions of applicable law. Nothing in this offer limits liability to a greater extent than permitted by applicable law.

13.4. The Contractor is not liable for the inability to use the Result if it is caused by unreliable Source materials, erroneous instructions by the Client, changes in platform rules, actions of third parties, or independent modification of the Result by the Client.

13.5. Neither party is liable to the other for lost profit or indirect or reputational damages, except in the cases set out in clause 13.3.

14. Force Majeure

14.1. The parties are released from liability for non-performance or improper performance of obligations caused by circumstances of force majeure arising after conclusion of the agreement and being extraordinary and unavoidable (Art. 401 of the Civil Code of the Russian Federation).

14.2. Such circumstances include, in particular: natural disasters, fires, military action, acts and restrictions of public authorities, sanctions and other restrictive measures; termination, suspension, or material restriction of access to external platforms, services, and APIs for automated image processing and generation, to cloud storage, payment, and communication services; blocking of services in a party's jurisdiction; large-scale communications and power failures.

14.3. The affected party notifies the other party within 3 (three) business days of the onset of such circumstances, stating their nature and expected duration. Failure to notify deprives the party of the right to rely on force majeure.

14.4. While force majeure continues, performance is suspended and deadlines are extended by the duration of such circumstances.

14.5. If the circumstances continue for more than 30 (thirty) calendar days, either party may withdraw from the agreement out of court. In that case the Contractor returns the payment received less the cost of work actually performed, evidenced under clause 7.9.

15. Confidentiality

15.1. The parties undertake not to disclose confidential information obtained during the performance of the agreement, except where disclosure is necessary for performance, required by law, or agreed by the parties.

15.2. Information that was publicly available before its transfer, or became publicly available through no fault of the receiving party, is not considered confidential.

15.3. Confidentiality obligations survive for 3 (three) years from termination of the agreement.

15.4. Upon Client's request, the parties may sign a separate non-disclosure agreement (NDA).

16. Personal Data

16.1. The processing of personal data of the Client and its representatives is carried out in accordance with the Personal Data Processing Policy and the Consent to Personal Data Processing.

16.2. The Client confirms that it is authorised to transfer to the Contractor personal data of its employees and representatives necessary for performance of the agreement.

16.3. Before any transfer, the Client shall obtain the consent of the natural persons whose personal data is transferred to the Contractor, or otherwise ensure a lawful basis for such transfer, and shall inform those persons of the Contractor as a recipient of the data and of the Personal Data Processing Policy.

16.4. Where the Contractor processes personal data on behalf of the Client, the parties shall, at the request of either party, enter into a separate data processing agreement — a processing instruction under Art. 6(3) of Federal Law No. 152-FZ and, for Clients established in the EU/EEA or otherwise subject to Regulation (EU) 2016/679 (GDPR), a Data Processing Agreement meeting the requirements of Art. 28 GDPR. A DPA is made available by the Contractor on request at hello@jemio.ru.

16.5. The Client indemnifies the Contractor against damages arising from inaccuracy of the representations set out in clauses 16.2–16.3.

17. Amendment and Termination

17.1. The Client may withdraw from the agreement under Art. 782 of the Civil Code of the Russian Federation, paying the Contractor the expenses actually incurred and the cost of work actually performed, evidenced under clause 7.9.

17.2. The Contractor may withdraw from the agreement out of court if the Client breaches the warranties in Section 10, fails to provide Source materials or responses necessary for performance of the Task within 30 (thirty) calendar days, or uses the Result in a manner breaching clauses 11.7 or 12.1–12.2. Notice is sent through the agreed communication channel; the agreement terminates on the date the notice is sent.

17.3. Where the agreement is terminated on the grounds set out in clause 17.2, the paid cost of work actually performed is not refunded.

17.4. The licence under Section 12 arises only in respect of a Result paid for in full. If the agreement terminates before full payment, no rights of use arise for the Client and the delivered files may not be used.

17.5. Source materials are returned or deleted upon the Client's written request within the periods set out in the Personal Data Processing Policy, except for materials the Contractor is required by law to retain.

18. Final Provisions

18.1. The law of the Russian Federation applies to the relations between the parties.

18.2. Disputes and disagreements shall be resolved by negotiations and exchange of written claims. The period for responding to a claim is 14 (fourteen) calendar days from its receipt.

18.3. Failing settlement, disputes are subject to the courts at the Contractor's location, unless otherwise required by mandatory provisions of applicable law.

18.4. Where the Client is located outside the Russian Federation, the mandatory provisions of the law of the Client's jurisdiction additionally apply to the extent they cannot be derogated from by agreement — including mandatory data protection provisions (GDPR for the EU/EEA, KVKK for Türkiye) and, where applicable, mandatory consumer protection provisions. The choice of law under clause 18.1 does not deprive the Client of the protection afforded by such provisions.

18.5. The Contractor may amend the offer by publishing a new revision on jemio.ru or sending it to the Client. Changes do not apply to Tasks for which payment (in full or as an advance) has been received as at the date the new revision is published, unless the parties have agreed otherwise.

18.6. All matters not regulated by this offer are governed by the law of the Russian Federation.

19. Contractor Details

Individual Entrepreneur: Khamzin Artem Maratovich

Commercial designation: Jemio

OGRNIP: 325169000153195

TIN: 166019255124

Address: 420075, Kazan, Republic of Tatarstan, 3rd Klenovaya str., 100, Russian Federation

Bank account: 40802810323000090678

Bank: Volga branch of JSC "Raiffeisenbank"

BIC: 042202847

Correspondent account: 30101810300000000847

Email: hello@jemio.ru · Studio: studio@jemio.ru

Phone / messenger: +7 937 527 44 89 · Telegram: t.me/ahamzin

Website: jemio.ru

Annex 1. Task Form

to the public offer agreement for services on creation, processing and transformation of digital images

The Task is deemed agreed once confirmed by the parties in writing, including by exchange of email or messenger messages, or once the Client pays the invoice issued on the basis of that Task.