Terms of Service
Table of Contents
Who these terms are between
These Terms of Service (“Terms”) are an agreement between FULL REGISTERED ENTITY NAME, a limited liability company formed in STATE OF FORMATION (“we”, “us”, “our”), and the person or organisation engaging our services (“you”, “Client”).
They apply to every engagement unless a signed proposal, statement of work or master services agreement expressly overrides them. Where a signed document conflicts with these Terms, the signed document takes precedence for that engagement.
Using this website is also covered by these Terms. If you do not accept them, please do not use the site or engage our services.
The services we provide
We provide ecommerce engineering and related services, which may include Shopify and Shopify Plus development, platform migration, third-party system integration, custom software and application development, conversion optimisation, analytics and tracking implementation, lifecycle marketing, and ongoing retainer services.
The specific services for any engagement are defined in a written proposal or statement of work (“SOW”). Anything not written into that document is out of scope.
We provide services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship between us.
Proposals, scope and changes
Each engagement begins with a written proposal or SOW setting out deliverables, assumptions, timeline and fees. A proposal is valid for 30 days from issue unless stated otherwise.
fixed scope
Change requests
Work outside the agreed scope requires a written change request confirming the additional deliverables, fee and timeline impact. We will not begin out-of-scope work until that is agreed in writing, and we will not absorb it silently.
Discovery
Where an engagement begins with a paid discovery, the resulting specification is yours to keep whether or not you proceed to build with us.
Fees, invoicing and payment
Fees are stated in the SOW in US dollars and exclude any applicable taxes, which are your responsibility unless stated otherwise.
- Project work is billed against milestones defined in the SOW. Work on a milestone begins once the preceding invoice is settled.
- Retainers are billed monthly in advance. The first invoice is due before work begins.
- Payment terms are NET 14 / NET 30 from the invoice date unless the SOW states otherwise.
Invoices more than N days overdue may result in work being paused on notice to you. We will give you written notice before pausing. Interest may be charged on overdue amounts at RATE per month or the maximum permitted by law, whichever is lower.
Third-party costs — software licences, apps, hosting, testing tools — are not included in our fees unless the SOW says so, and are billed by those vendors directly to you.
Retainers, term and cancellation
Retainer engagements run for an initial term of three months, then continue month to month.
- Either party may end a rolling retainer by giving 30 days’ written notice, effective at the end of the following billing period.
- Where a retainer includes an allocation of hours, unused hours roll over for one month and then expire. Hours have no cash value and are not refundable.
- Fees already paid for a period in progress are not refunded on cancellation.
We may end an engagement immediately on written notice if you materially breach these Terms, fail to pay undisputed invoices after notice, or ask us to do something unlawful or that would breach a third party’s rights.
Your responsibilities
Our ability to deliver on time depends on things only you control. You agree to:
- Provide timely access to systems, accounts, environments and third-party platforms we need.
- Provide content, assets, approvals and decisions within the timeframes agreed in the SOW.
- Nominate a single point of contact empowered to make decisions.
- Ensure you have the rights and licences to any content, data, trademarks or materials you give us.
- Maintain your own backups of production systems and data.
Where a delay is caused by any of the above, timelines shift accordingly and we are not liable for the consequences of that delay. Extended delays may require re-scoping, because engineering availability is scheduled in advance.
Intellectual property
What you own
On full payment of all fees due for an engagement, you own the deliverables created specifically for you under that engagement — the custom code, configuration and documentation described in the SOW. We assign that ownership to you on payment.
What we retain
We retain ownership of everything that existed before the engagement or was developed independently of it, including our tools, libraries, frameworks, templates, methods and general know-how (“Background IP”). Where Background IP is embedded in a deliverable, we grant you a perpetual, worldwide, non-exclusive licence to use it as part of that deliverable.
Nothing prevents us from using the general skills, knowledge and experience gained during an engagement on other work.
Third-party components
Deliverables may include open-source or third-party components licensed under their own terms, which we will identify. Those terms govern that component, not these Terms.
Confidentiality
Each party may receive information the other treats as confidential. Both parties agree to keep such information confidential, use it only for the engagement, and protect it with at least reasonable care.
This does not apply to information that is or becomes public through no fault of the receiver, was already known without a duty of confidence, is independently developed, or must be disclosed by law — in which case the disclosing party will be given notice where legally permitted.
These obligations continue for three years after the engagement ends, and indefinitely for anything that constitutes a trade secret.
Where we process personal data on your behalf, our Data Processing Agreement applies in addition to this section.
Publicity and portfolio use
Unless your SOW or a separate non-disclosure agreement says otherwise, we may identify you as a client and describe the work at a general level in our portfolio, case studies and proposals.
We will not publish confidential commercial figures, credentials, internal identifiers or client contact details, and we will not publish anything at all where an NDA covers the engagement.
You may withdraw permission for publicity at any time by writing to us, and we will remove the material from our own properties within a reasonable period.
Warranties and what we do not promise
We warrant that services will be performed with reasonable skill and care by suitably qualified people, and that deliverables will materially conform to the SOW at the point of delivery.
Defect remedy period
If a deliverable does not materially conform to the SOW, tell us in writing within 30 days of delivery and we will correct it at no charge. That is your exclusive remedy for a defect.
What we do not warrant
Beyond the above, services are provided “as is” and we disclaim all other warranties to the extent permitted by law. In particular we do not warrant:
- Any specific business outcome — revenue, conversion rate, ranking position, traffic volume or return on investment.
- That software will be uninterrupted or error-free, or that all defects can be corrected.
- The performance, availability or continued existence of third-party platforms — including Shopify, payment providers, apps, advertising platforms and analytics services — or that changes they make will not affect deliverables.
- Any particular result from search engines or AI systems, which are controlled by third parties and change without notice.
Limitation of liability
To the fullest extent permitted by law:
- Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost data or business interruption, even if advised such damages were possible.
- Our total aggregate liability arising out of or relating to an engagement is limited to the total fees you paid us for that engagement in the 12 months before the event giving rise to the claim.
Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited.
Indemnities
You will indemnify us against third-party claims arising from content, data, materials or instructions you provided, including claims that they infringe intellectual property rights or breach applicable law.
We will indemnify you against third-party claims that a deliverable created by us infringes that third party’s intellectual property rights, provided you notify us promptly, let us control the defence, and cooperate reasonably. This does not apply where the claim arises from your modifications, your combination of the deliverable with other things, or your continued use after we told you to stop.
Non-solicitation
During an engagement and for 12 months afterwards, neither party will knowingly solicit for employment any individual who was directly involved in the engagement on the other side, without written consent.
This does not restrict general recruitment advertising that is not targeted at those individuals, or hiring someone who responds to it independently.
Governing law and disputes
These Terms are governed by the laws of the State of GOVERNING STATE, without regard to its conflict of laws rules.
Before starting formal proceedings, both parties agree to attempt to resolve any dispute in good faith, escalating to senior representatives of each party, for a period of at least 30 days.
If that fails, the parties submit to the exclusive jurisdiction of the state and federal courts located in COUNTY, STATE.
Changes to these terms
We may update these Terms from time to time. The version in force for an engagement is the one published on the date the relevant proposal or SOW was signed, and later changes do not apply retroactively to work already contracted.
For website use, the current published version applies. The “last updated” date at the top of this page shows when it last changed.
General
Entire agreement. These Terms together with the applicable SOW and any signed agreements are the entire agreement between the parties on their subject matter.
Severability. If any provision is found unenforceable, the rest remains in force and the provision is modified to the minimum extent necessary.
Waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.
Assignment. Neither party may assign these Terms without the other’s written consent, except to a successor in a merger or sale of substantially all assets.
Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
Contact. Questions about these Terms: contact@aqsashahzad.com, or REGISTERED ADDRESS.
