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Terms of service
MANUFACTURING AND RELATED SERVICES TERMS AND CONDITIONS AGREEMENT
Supersedes all prior versions. Last updated: 17 Jul. 2025
Version: v250718
Effective Date: These Terms and Conditions become effective on the date and time the Client accepts them electronically, including by checking the acceptance box, submitting an order, or otherwise agreeing online (“Effective Date”).
1. Parties & Applicability
This “Manufacturing and Related Services Terms and Conditions” document (“Terms”) is made effective as of the date of acceptance by the Client, by and between:
- BT SPACESHIP CO., LTD. (“Manufacturer”), a GMP-certified skincare manufacturing company in Thailand;
- and the Client (as defined below).
For the purposes of these Terms, “Client” means any individual or entity that accepts these Terms and Conditions electronically and submits an order or payment for services from the Manufacturer.
2. Description of Services and Business Options
a. In-House Formula
- Minimum Order Quantity (MOQ): 100 pieces.
- Process: The Client utilizes the Manufacturer’s pre-existing formulations, ideal for startups seeking cost-effective and rapid solutions.
- Minor Adjustment Option: Clients may request the addition or substitution of up to three (3) ingredients to an in-house formula, subject to feasibility, custom pricing, and a minimum order quantity starting at 250 pieces. All terms for minor adjustments will be as per Manufacturer’s official quotation, rate schedule, or promotion at the time of order.
- The Manufacturer reserves the right to substitute or adjust ingredients in any in-house formula if a supplier no longer carries a material, or if an ingredient becomes unavailable, discontinued, or unsuitable. Reasonable effort will be made to notify the Client in advance, but substitutions may be made as necessary.
b. Custom Formula
- Minimum Order Quantity (MOQ): 1,000 pieces.
- Formulation Fee and Revisions: The formulation fee covers up to three (3) sample revisions per product, as specified in the Manufacturer’s official quotation, rate schedule, or promotion. Additional revisions incur extra fees.
- Process:
1. Initial Consultation: The Client specifies desired ingredients and product characteristics.
2. Formulation Development: The Manufacturer develops the formula and provides up to three samples for review.
3. Sample Iterations: The Client provides feedback and the Manufacturer revises the formula up to the included limit.
c. General Terms
- Order Placement: Orders must comply with the applicable MOQs and payment terms. Non-compliance may result in order cancellation.
- Final Approval: The Client must approve final samples in writing before mass production.
3. Definitions
For purposes of this Agreement, the following definitions apply:
- Products: All skincare, cosmetic, or related items manufactured or supplied by the Manufacturer to the Client under these Terms.
- Services: All manufacturing, formulation, packaging, design, regulatory, testing, photography, or other related services provided by the Manufacturer to the Client.
- Quotation: The written or electronic offer from the Manufacturer specifying the pricing, MOQs, and specific terms for requested Products or Services.
- Approved Formula: The final version of the product formulation, as confirmed and approved in writing by the Client (including email or digital acceptance), which forms the basis for mass production.
- Order: Any purchase request or order form submitted by the Client and accepted by the Manufacturer.
- Sample: A prototype or small batch of a Product provided to the Client for review, testing, or approval prior to mass production.
- Batch: A specific quantity of Products produced under identical conditions, identified by a unique batch or lot number, for traceability and regulatory purposes.
- Minor Adjustment: A permissible change or substitution of up to three (3) ingredients in an in-house formula, as specified in the relevant Quotation or order confirmation.
- Business Day: Any day other than a Saturday, Sunday, or public holiday in Thailand.
- Effective Date: The date and time the Client accepts these Terms electronically, including by checking the acceptance box, submitting an order, or otherwise agreeing online.
- FDA Registration: The process of registering a cosmetic or skincare product with the Thai Food and Drug Administration (FDA) to comply with Thai regulatory requirements. There are two types of FDA Registration:
– Domestic FDA Registration: Registration that permits sale and marketing of a product within Thailand.
– Export FDA Registration: Registration that permits export of a product from Thailand, but not domestic sale/marketing within Thailand.
- FDA Registration Validity: All FDA registrations (domestic or export) are valid for three (3) years from the date of approval. Renewal is required at the Client’s expense if continued registration is needed after expiration.
4. Privacy, Data Protection, and Legal Compliance
a. Privacy Policy and Data Collection
The Manufacturer collects, uses, and protects data in accordance with its published Privacy Policy and all applicable laws, including the Thai PDPA, EU GDPR, and other international privacy regulations. The Client is responsible for reviewing the Privacy Policy before placing any order.
b. Cookie Banner and Opt-Out Rights
The Manufacturer’s website employs a cookie banner and opt-out mechanisms as required by law.
c. Data Subject Rights
Clients, customers, and website users have the right to access, correct, or request deletion of their personal data as described in the Privacy Policy.
d. Changes to Privacy Policy
The Manufacturer reserves the right to update its Privacy Policy. Any changes will be posted on the website.
5. Design, Labeling, and Packaging
a. Client Responsibilities
- The Client is solely responsible for the design, content, and final approval of all logos, labels, packaging, and related artwork used on products.
- The Client is responsible for ensuring that all designs, claims, and packaging comply with all relevant laws and certification requirements in every target market.
- The Client is strongly advised to engage an independent professional or consultancy specializing in regulatory compliance and product representation in their intended markets.
- Upon request, the Manufacturer can recommend regulatory professionals, but engagement is at the Client’s sole responsibility.
- The Manufacturer does not own or control packaging provided by the Client or third-party packaging vendors.
b. Manufacturer’s Scope
- The Manufacturer does not provide logo design services. Label, packaging, and artwork design services may be available for an additional fee, as agreed in a separate quotation or order form.
- The Manufacturer will conduct a limited review for Thai FDA compliance only.
c. Certification Logos and Claims
- The Client must provide valid documentation for any certification logos or marketing claims. Use without supporting documentation is at the Client’s own risk.
d. Intellectual Property and Liability
- The Manufacturer disclaims all liability for non-compliant/infringing logos, labels, and packaging in any target market, and for third-party claims.
- The Client is solely responsible for approvals/licenses for all third-party images, fonts, or design elements.
e. Revisions and Additional Design Requests
- The Manufacturer provides up to three (3) rounds of design revisions per project/order. Additional rounds or substantial changes requested by the Client will incur extra fees.
f. Approval and Production
- Final approval of all designs must be provided by the Client in writing before production or printing.
6. Photography Services and Packages
a. Overview
B.T. SPACESHIP CO. offers professional photography for skincare and cosmetics, delivered in collaboration with an external photography company. Clients may choose from a range of product-only or model-integrated packages to support their brand’s marketing and content needs.
b. Photography Packages
- The Manufacturer offers several photography packages, including product-only, full photo packages, and model integration options.
- All pricing, inclusions, and specific terms are detailed in the Manufacturer’s current rate schedule or quotation at the time of order.
c. Model Selection Process
- After payment, model options are provided based on shoot date availability. Clients have up to 1–2 weeks to select a model. Models are booked for single sessions only.
d. Photography Workflow
- Upon confirmation, the Manufacturer coordinates with the external photography team for creative direction, set styling, and model selection if applicable.
- The Client must provide a clear mood board, references, or style guidance before the shoot.
e. Delivery, Finality, and Revisions
- Final edited images are delivered in digital format as stated in the quotation. Shoots are conducted by an external photography company and cannot be redone except for clear Manufacturer error. No refunds are available for completed or scheduled photography/model services.
f. Legal & Usage Disclaimers
- Images are licensed for commercial use within the Client’s brand only. B.T. SPACESHIP CO. retains the right to use selected images for portfolio or marketing, unless exclusivity is agreed in writing.
7. Formulation and Product Development
a. Product Development
- The Manufacturer collaborates with the Client to develop custom formulations as per the Client’s requirements.
- The process includes up to three (3) sample revisions per product. Additional sample revisions incur additional fees.
b. Approval Cycle and Acceptance
- The Manufacturer will submit samples to the Client for feedback and approval. Once the Client provides final written approval of the sample/formula, it signifies complete acceptance of the product.
c. Ingredient Substitutions and Adjustments
- If any initial ingredient or formula does not perform as proposed, or if there are sourcing or quality issues, the Manufacturer may propose adjustments or substitutions as necessary.
d. Testing and Compliance
- The Client may arrange for independent product testing with Manufacturer’s documentation support.
- The Manufacturer also offers paid testing services, such as stability and microbiological tests.
e. Notification
- In the event of any adjustments or substitutions to the formula, the Manufacturer will promptly notify the Client.
f. Limits on Manufacturer’s Liability
- Upon the Client’s final approval of the sample/formula, the Manufacturer’s liability is strictly limited to objective manufacturing defects.
8. Payment Terms and Order Requirements
- All orders must be paid according to the Manufacturer’s official quotation or current rate schedule. Any and all bank charges, processing, or intermediary fees must be borne by the Client and are not deductible from amounts owed to the Manufacturer.
- Fulfillment & Contract Orders and Minimum Quantities:
– In-house formulations: 100 pcs
– Custom formulations: 1,000 pcs
– Minor adjustments: 250 pcs (as applicable)
- Payment Timing:
Full upfront payment is required unless otherwise specified. For eligible Fulfillment & Contract Orders, a non-refundable deposit and payment of the remaining balance before delivery or shipment may be allowed.
- Installment Payments:
Where available (e.g. credit card installments for B2C/retail orders), terms are stated at checkout.
- Order Submission:
All required information must be submitted at the time of order. Missing or incorrect details may cause delays or rejection.
9. Samples, Acceptance, and Rejection
- The Client is encouraged to order pre-production samples.
- Custom formulations include up to three (3) sample rounds; additional rounds incur fees.
- Once samples are approved in writing, no further modifications or changes will be accepted unless agreed in writing by both parties.
- Product Delivery Inspection:
The Client has 5 days from delivery (or as otherwise specified) to accept or reject goods. Claims regarding product defects must be supported by clear video or photographic evidence, recorded prior to opening shipping boxes, and must meet the Manufacturer’s evidence standards. Defect claims relating to packaging are not accepted, as the Manufacturer does not own or produce the packaging. Claims will only be considered for product manufactured by the Manufacturer.
- Complaint Review:
The Manufacturer will review evidence and holds sole discretion in determining the validity of complaints and the appropriate resolution.
- Acceptance and Rejection Procedures:
The Manufacturer may provide the Client with the applicable acceptance and rejection process and evidence requirements at delivery or upon request. The Client is responsible for submitting all required documentation within the specified inspection window. Missing or incomplete evidence may result in delays or denial of claims. For detailed requirements and instructions, the Client must refer to the Acceptance & Rejection Guide page, which forms part of these Terms and Conditions.
- Standards for Acceptance/Rejection:
a. The product must conform to the approved sample and agreed specifications.
b. The product must be free from defects that impair its intended function or aesthetic appeal.
- Subjective Complaints and Retakes:
Subjective complaints or requests for retakes after initial written sample approval will not be entertained. Terms for photoshoot retakes are addressed in the Photography Services section.
10. Regulatory Compliance and International Sales
a. Thai Compliance Guarantee:
The Manufacturer guarantees compliance only with applicable Thai regulations: GMP, cGMP, Thai FDA, and PIF standards.
b. Manufacturer’s Compliance Scope:
The Manufacturer’s compliance obligations are limited to certifications and approvals under Thai law. No guarantee is made regarding compliance with any foreign or international regulatory requirements.
c. Client Responsibilities for International Sales:
The Client is solely responsible for ensuring that all products comply with laws, regulations, and certification requirements in each target market; for designating a Responsible Person, agent, or representative if required; for all costs, duties, filings, and compliance outside Thailand; and for managing product recalls or legal issues.
d. Manufacturer’s Assistance and Documentation:
Upon request, the Manufacturer will provide relevant product documentation for regulatory submissions. Preparation of PIF and submission to international compliance portals (EU CPNP, UK SCPN, etc.) are available as paid services.
e. Consequences of Non-Compliance:
The Client agrees to indemnify and hold the Manufacturer harmless from any claims, damages, penalties, costs, or expenses arising from or relating to the Client’s failure to comply with any non-Thai regulatory requirements.
f. Recalls and Legal Issues:
Any product recalls, legal actions, filings, or corrective actions required outside Thailand are at the Client’s expense. The Manufacturer is not liable for such actions in non-Thai markets.
11. Intellectual Property
a. Manufacturer’s Rights:
The Manufacturer retains all rights, title, and interest in and to all proprietary formulations, processes, methodologies, know-how, and content developed, discovered, or used in the course of manufacturing, including but not limited to the Approved Formula, custom packaging designs, product development processes, and any related intellectual property (“Manufacturer IP”).
b. Client’s Usage Rights:
The Client is granted a non-exclusive, non-transferable, and revocable right to use their own supplied logos, trademarks, and artwork solely as approved and solely for incorporation into the finished product labels and packaging produced by the Manufacturer under this Agreement. Such rights are limited to the specific products and quantities manufactured by the Manufacturer for the Client, and do not confer any broader license or transfer of ownership.
c. Client-Supplied Content and Warranties:
The Client warrants and represents that all client-supplied logos, artwork, text, packaging, and designs are original, non-infringing, and lawfully owned or licensed by the Client. The Client assumes full responsibility and liability for any infringement, misrepresentation, or unlawful use of such materials.
d. Indemnity and Manufacturer’s Disclaimer:
The Client shall indemnify and hold the Manufacturer harmless from any and all claims, damages, losses, or legal proceedings arising out of or relating to intellectual property infringement, unauthorized use, or misrepresentation associated with client-supplied content in any jurisdiction. The Manufacturer expressly disclaims all legal responsibility for any intellectual property infringement, unauthorized use, or legal claims relating to client-provided content in any market.
12. Confidentiality
a. Scope of Confidentiality:
Both parties agree to treat as strictly confidential all information disclosed to one another in connection with this Agreement and its subject matter. Confidential Information includes, but is not limited to, all product-related information, client documentation, technical documentation, formula details, manufacturing processes, pricing, and any business materials exchanged under this Agreement.
b. Purpose and Limitation of Use:
Confidential Information may be used solely for the purpose of fulfilling contractual obligations under this Agreement and may not be used for any other purpose or disclosed to any third party except as expressly permitted herein.
c. Disclosure of Formula Details:
Any disclosure of formula details (including percentages, components, and related technical data) will be strictly limited to what is necessary for regulatory filings or official compliance documentation. Formulation percentages provided to the Client, regulatory authorities, or third parties will be disclosed in appropriate ranges only, not as exact values, in order to protect the Manufacturer’s proprietary formulation. Such disclosure will occur only after full payment has been received and proper written approval has been obtained from the Client.
d. Protection and Non-Disclosure:
Both parties shall take all necessary and reasonable measures to protect the confidentiality of all Confidential Information and to prevent its unauthorized use or disclosure, including ensuring that their employees, agents, or representatives are bound by similar confidentiality obligations.
e. Prohibition on Unauthorized Disclosure:
Unauthorized disclosure, publication, or dissemination of any Confidential Information to third parties is strictly prohibited, unless required by law or with prior written consent from the other party.
13. Limitation of Liability & Indemnification
a. Manufacturer’s Liability:
The Manufacturer’s liability is strictly limited to objective manufacturing defects identified and verified after sample approval and delivery, and is capped at the value of the affected goods. The Client acknowledges and accepts all inherent risks associated with the use, marketing, and sale of products following written sample approval.
b. Exclusions:
The Manufacturer shall not be liable for:
1. Product performance or customer satisfaction post-sale, except in cases of proven manufacturing defect.
2. Compliance with any regulations or requirements outside of those mandated by Thai law.
3. Any client or customer complaints, regulatory fines, penalties, or marketing claims related to product performance, claims, or use outside Thailand.
4. Any losses—financial, reputational, operational, or otherwise—arising beyond the Manufacturer’s contractual duties as stated herein.
c. Client Indemnification:
The Client agrees to indemnify and hold harmless the Manufacturer from any claims, damages, penalties, liabilities, costs, or expenses (including attorney’s fees) arising from or related to:
- Use of non-compliant, infringing, or unauthorized logos, artwork, packaging, or product content supplied by the Client,
- Any regulatory or legal issues outside Thailand,
- Third-party intellectual property claims,
- Any actions or omissions by the Client that result in non-compliance with foreign or international regulations.
d. Manufacturer Indemnification:
The Manufacturer agrees to indemnify and hold harmless the Client solely for direct damages or losses arising from objectively proven manufacturing defects within the scope of this Agreement.
e. Scope of Indemnity:
Mutual indemnification is strictly limited to breaches, defects, or liabilities directly resulting from obligations and warranties expressly set forth in this Agreement. Neither party shall be liable for indirect, incidental, consequential, punitive, or special damages, except where prohibited by law.
14. Governing Law, Jurisdiction & Dispute Resolution
a. Governing Law and Jurisdiction:
This Agreement is governed by and construed in accordance with the laws of Thailand. All disputes are subject to the exclusive jurisdiction of the courts of Thailand.
b. Dispute Resolution:
All disputes shall be resolved by binding arbitration in accordance with the rules of the Thai Arbitration Institute (TAI), or such other recognized arbitration body as the parties may agree in writing. The seat and venue of arbitration shall be Bangkok, Thailand. The language of arbitration shall be English.
15. Fulfillment & Contract Orders
- Payment Structure:
For Fulfillment & Contract Orders, the Client agrees to pay 50% of the product value as a deposit, and 100% of packaging, FDA, and all required documentation fees upfront at the time of order.
- Storage:
The Manufacturer will produce and store finished goods for up to twelve (12) months free of charge for the Client. Storage applies to products, packaging, labels, and related marketing materials. Storage fees may apply after the free period.
- Shipping & Lot Release:
The Client may schedule and request release of goods in multiple shipments (“lots”) within the 12-month period. The remaining product balance and shipping costs must be paid before each lot is shipped.
- Final Clearance:
The Client must clear all stored products within twelve (12) months of production. After this period, storage fees apply. Unclaimed goods may be considered abandoned and may be disposed of or destroyed at the Manufacturer’s discretion, with no liability for compensation.
- Applicability:
By selecting the Fulfillment & Contract Order option at checkout and completing the required payments, the Client agrees to these terms in addition to the general Terms and Conditions. Shipment costs for each lot are the Client’s responsibility and must be paid in full before release.
16. Miscellaneous
a. Notices:
All notices and communications must be in writing and delivered to the most recent contact information provided by each party. Electronic acceptance of these Terms via website, email, or digital form shall have the same legal force as a signed contract.
b. Assignment:
Neither party may assign or transfer rights or obligations without prior written consent.
c. Amendments:
No amendment or modification is binding unless made in writing and signed by both parties.
d. Severability:
If any provision is found invalid, the remaining provisions shall remain in full force and effect.
e. Execution:
This Agreement may be executed in one or more counterparts. Electronic, PDF, and facsimile signatures are deemed originals.
f. Data Protection:
Both parties agree to comply with all applicable data protection and privacy laws, including GDPR and Thailand’s PDPA. The Manufacturer’s Privacy Policy is incorporated by reference and available on its website.
g. Packaging Storage:
The Manufacturer may, at its discretion, offer complimentary storage of unused packaging for up to one year; after this period, storage fees may apply.
h. Language:
In case of conflict between translated versions, the English version shall govern.
End of Agreement