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Terms of Service

1. Introduction​

1.1 Agreement Overview​

These Terms of Service ("Terms") constitute a legally binding agreement between [COMPANY_NAME], a [COMPANY_TYPE] organized under the laws of [JURISDICTION] with its principal place of business at [COMPANY_ADDRESS] ("Company", "we", "us", or "our") and the individual or entity ("Client", "you", or "your") that engages Company to provide ecommerce implementation, development, consulting, and related services using the Store.icu platform.

1.2 Acceptance of Terms​

By engaging Company, signing a Statement of Work, or using any of our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to these Terms.

1.3 Modification of Terms​

Company reserves the right to modify these Terms at any time. Any modifications will be effective upon posting of the revised Terms on our website or direct notification to you. Your continued use of our services after such modifications constitutes your acceptance of the revised Terms.

2. Services​

2.1 Service Description​

Company offers ecommerce implementation, development, design, optimization, and consultation services utilizing the Store.icu platform. Specific services to be provided will be detailed in a separate Statement of Work ("SOW") or similar written agreement between Company and Client.

2.2 Statement of Work​

Each SOW will specify:

  • The scope of services to be provided
  • Deliverables to be produced
  • Timeline for completion
  • Fees and payment terms
  • Any Client responsibilities or requirements
  • Acceptance criteria and procedures
  • Any other project-specific terms

2.3 Change Orders​

Any modifications to an agreed-upon SOW must be documented in a written change order signed by both parties. Change orders may impact project timeline, deliverables, and fees. Company reserves the right to reject any change request that falls outside the original scope of services or requires unreasonable accommodations.

2.4 Client Cooperation​

Client agrees to cooperate with Company in providing information, materials, approvals, and feedback necessary for Company to perform the services. Delays caused by Client's failure to provide required information or approvals may result in timeline adjustments and/or additional fees.

3. Client Responsibilities​

3.1 Required Materials​

Client shall provide all content, data, images, brand assets, account credentials, and other materials required for Company to perform the services as specified in the applicable SOW. All materials must be provided in the format specified by Company.

3.2 Accuracy of Information​

Client is responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all information and materials provided to Company. Company is not obligated to validate or verify any information provided by Client.

3.3 Timely Reviews and Approvals​

Client shall review deliverables and provide feedback or approvals within the timeframes specified in the applicable SOW. Failure to provide timely feedback or approvals may result in project delays and additional costs.

3.4 Platform Accounts​

Client is responsible for establishing and maintaining all necessary Store.icu platform accounts and third-party service accounts (e.g., payment processors, shipping services, email marketing services) required for the implementation of the ecommerce solution. Client is responsible for all fees associated with such accounts.

3.5 Compliance with Laws​

Client shall ensure that its use of Company's services and any website or ecommerce store implemented by Company complies with all applicable laws and regulations, including but not limited to:

  • Data protection and privacy laws
  • Consumer protection laws
  • Intellectual property laws
  • Electronic commerce regulations
  • Industry-specific regulations

4. Terms of Payment​

4.1 Fees​

Client agrees to pay Company the fees specified in the applicable SOW. Unless otherwise stated in the SOW, all fees are quoted in [CURRENCY] and are exclusive of applicable taxes.

4.2 Payment Schedule​

Payment schedules will be specified in the applicable SOW and may include:

  • Initial deposit prior to commencement of services
  • Milestone-based payments tied to specific deliverables
  • Monthly retainers for ongoing services
  • Hourly billing for certain types of services

4.3 Invoicing and Payment​

Company will invoice Client according to the payment schedule specified in the applicable SOW. Unless otherwise stated in the SOW, all invoices are due and payable within [PAYMENT_TERM_DAYS] days of the invoice date. Company accepts payment via [PAYMENT_METHODS].

4.4 Late Payments​

If Client fails to make any payment when due, Company may:

  • Charge interest on any outstanding amounts at a rate of [LATE_FEE_PERCENTAGE]% per month or the maximum rate permitted by law, whichever is lower
  • Suspend performance of services until all outstanding amounts are paid in full
  • Withhold delivery of any deliverables until all outstanding amounts are paid in full
  • After providing written notice, terminate the applicable SOW and/or these Terms

4.5 Taxes​

Client is responsible for paying all taxes, duties, and other governmental charges applicable to the services, except for taxes based on Company's net income. If Company is required to collect any such taxes, the appropriate amount will be added to Client's invoice.

4.6 Expenses​

Client shall reimburse Company for all reasonable out-of-pocket expenses incurred in performing the services, provided such expenses are approved in advance by Client and supported by appropriate documentation.

5. Intellectual Property Rights​

5.1 Client Materials​

Client retains all rights, title, and interest in and to all materials provided by Client to Company, including but not limited to content, data, images, logos, trademarks, and other intellectual property ("Client Materials"). Client grants Company a limited, non-exclusive license to use Client Materials solely for the purpose of providing the services during the term of the applicable SOW.

5.2 Deliverables​

Upon full payment of all applicable fees, Company assigns to Client all rights, title, and interest in and to the deliverables specifically developed for Client under the applicable SOW, excluding any Company Materials (as defined below).

5.3 Company Materials​

Company retains all rights, title, and interest in and to:

  • All proprietary tools, methods, processes, techniques, and know-how used to create the deliverables
  • All pre-existing materials or intellectual property incorporated into the deliverables
  • All generally applicable or generic discoveries, improvements, or innovations developed during the provision of services
  • Any customizations, extensions, or modifications to the Store.icu platform that are not specific to Client's implementation (collectively, "Company Materials")

Company grants Client a perpetual, non-exclusive, non-transferable license to use Company Materials solely as incorporated into the deliverables and solely for Client's internal business purposes.

5.4 Third-Party Materials​

The deliverables may incorporate third-party materials, including but not limited to open-source software, stock images, or third-party plugins. Such third-party materials are subject to their respective license terms, which Company will disclose to Client.

5.5 Restrictions​

Client shall not:

  • Modify, adapt, alter, translate, or create derivative works from Company Materials except as expressly permitted
  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any software comprising Company Materials
  • Remove, alter, or obscure any proprietary notices on Company Materials
  • Use Company Materials for any purpose other than as specifically authorized in these Terms
  • Sell, license, sublicense, distribute, or otherwise transfer Company Materials to any third party

6. Confidentiality​

6.1 Confidential Information​

"Confidential Information" means any non-public information disclosed by one party to the other party in connection with these Terms or any SOW, whether in written, oral, electronic, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

6.2 Exclusions​

Confidential Information does not include information that:

  • Is or becomes generally available to the public through no fault of the receiving party
  • Was known to the receiving party prior to its disclosure by the disclosing party
  • Is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation
  • Is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information

6.3 Protection of Confidential Information​

Each party agrees to:

  • Use the Confidential Information solely for the purpose of performing its obligations under these Terms and any applicable SOW
  • Protect the Confidential Information with at least the same degree of care used to protect its own confidential information, but in no case less than reasonable care
  • Not disclose the Confidential Information to any third party except with the disclosing party's prior written consent or as permitted under these Terms
  • Limit access to the Confidential Information to those employees, contractors, and agents who need such access for purposes consistent with these Terms and who are bound by confidentiality obligations at least as protective as those contained herein

6.4 Required Disclosure​

If either party is required by law, court order, or governmental agency to disclose Confidential Information, the party required to make such disclosure shall:

  • Promptly notify the disclosing party of such requirement
  • Cooperate with the disclosing party's efforts to obtain a protective order or other appropriate remedy
  • Disclose only that portion of the Confidential Information that is legally required to be disclosed
  • Use reasonable efforts to ensure that the disclosed Confidential Information is treated confidentially

6.5 Return or Destruction​

Upon the disclosing party's request or upon termination of these Terms, the receiving party shall promptly return or destroy all Confidential Information of the disclosing party in its possession or control.

7. Representations and Warranties​

7.1 Mutual Representations and Warranties​

Each party represents and warrants that:

  • It has the full right, power, and authority to enter into and perform its obligations under these Terms
  • Its performance under these Terms will not conflict with, result in a breach of, or constitute a default under any other agreement to which it is a party or by which it is bound
  • It will comply with all applicable laws and regulations in performing its obligations under these Terms

7.2 Company Representations and Warranties​

Company represents and warrants that:

  • It has the necessary expertise and resources to perform the services in a professional manner
  • The services will be performed in a professional and workmanlike manner in accordance with industry standards
  • To Company's knowledge, the deliverables will not infringe the intellectual property rights of any third party

7.3 Client Representations and Warranties​

Client represents and warrants that:

  • It has the right to provide Company with Client Materials for use as contemplated by these Terms and any applicable SOW
  • Client Materials and any website or ecommerce store operated by Client will not violate any applicable laws or regulations
  • Client Materials do not infringe the intellectual property rights or other rights of any third party

7.4 Disclaimer​

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL MEET CLIENT'S REQUIREMENTS OR BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM SECURITY VULNERABILITIES.

8. Limitation of Liability​

8.1 Exclusion of Indirect Damages​

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Limitation of Liability​

EXCEPT FOR BREACHES OF CONFIDENTIALITY OBLIGATIONS, INTELLECTUAL PROPERTY RIGHTS, OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SOW, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO COMPANY UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

8.3 Essential Purpose​

THE LIMITATIONS OF LIABILITY IN THIS SECTION APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9. Indemnification​

9.1 Company Indemnification​

Company shall defend, indemnify, and hold harmless Client against any claim, demand, suit, or proceeding made or brought against Client by a third party alleging that the deliverables infringe a third party's intellectual property rights (an "Infringement Claim"), and shall pay any settlements entered into with Company's consent or court-awarded damages. If an Infringement Claim is made or appears likely, Company may, at its option and expense: (a) modify the deliverables to make them non-infringing while providing substantially equivalent functionality; (b) obtain for Client the right to continue using the deliverables; or (c) if neither (a) nor (b) is commercially reasonable, terminate the applicable SOW and refund to Client any prepaid fees for the allegedly infringing deliverables.

9.2 Client Indemnification​

Client shall defend, indemnify, and hold harmless Company against any claim, demand, suit, or proceeding made or brought against Company by a third party arising out of: (a) Client's use of the services or deliverables in violation of these Terms or applicable law; (b) Client Materials; or (c) Client's breach of any representation, warranty, or obligation under these Terms, and shall pay any settlements entered into with Client's consent or court-awarded damages.

9.3 Indemnification Procedure​

The indemnifying party's obligations under this section are conditioned upon the indemnified party: (a) promptly notifying the indemnifying party in writing of the claim; (b) giving the indemnifying party sole control of the defense and settlement of the claim; and (c) providing reasonable assistance in defending the claim at the indemnifying party's expense. The indemnified party may participate in the defense of the claim at its own expense.

10. Term and Termination​

10.1 Term​

These Terms commence on the date Client first accepts them and continue until all SOWs have expired or been terminated, unless earlier terminated as provided herein.

10.2 Termination for Convenience​

Unless otherwise specified in an applicable SOW, either party may terminate an SOW for convenience upon [TERMINATION_NOTICE_PERIOD] days' prior written notice to the other party. In the event of such termination, Client shall pay Company for all services performed and expenses incurred up to the effective date of termination.

10.3 Termination for Cause​

Either party may terminate these Terms or any SOW immediately upon written notice if the other party:

  • Materially breaches these Terms or any SOW and fails to cure such breach within [CURE_PERIOD_DAYS] days after receiving written notice of the breach
  • Becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings

10.4 Effect of Termination​

Upon termination of these Terms or any SOW:

  • All licenses granted under these Terms will immediately terminate, except as otherwise expressly provided
  • Each party shall return or destroy all Confidential Information of the other party as requested
  • Client shall pay Company for all services performed and expenses incurred up to the effective date of termination
  • Company shall deliver to Client all completed deliverables and work in progress for which Client has paid

10.5 Survival​

The following sections will survive termination of these Terms: Intellectual Property Rights, Confidentiality, Representations and Warranties, Limitation of Liability, Indemnification, Effect of Termination, Survival, and General Provisions.

11. General Provisions​

11.1 Relationship of the Parties​

The relationship between the parties is that of independent contractors. Nothing in these Terms creates any agency, partnership, joint venture, or other form of joint enterprise between the parties. Neither party has the authority to bind the other or to incur any obligation on behalf of the other.

11.2 Subcontractors​

Company may engage subcontractors to perform services under these Terms, provided that Company remains responsible for all obligations under these Terms and ensures that such subcontractors comply with the terms and conditions of these Terms.

11.3 Assignment​

Neither party may assign or transfer these Terms or any rights or obligations under these Terms without the prior written consent of the other party, except that either party may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section will be void.

11.4 Force Majeure​

Neither party will be liable for any failure or delay in performing its obligations under these Terms (except for payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, terrorism, riots, war, fire, strikes, lockouts, pandemic, epidemic, power outages, internet service provider failures, or governmental actions.

11.5 Notices​

All notices required or permitted under these Terms must be in writing and will be deemed given when: (a) delivered personally; (b) sent by confirmed email; (c) sent by nationally recognized overnight courier; or (d) sent by registered or certified mail, return receipt requested. Notices must be sent to the address or email specified in the applicable SOW or to such other address as the receiving party may have designated by written notice.

11.6 No Waiver​

No waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right.

11.7 Severability​

If any provision of these Terms is invalid, illegal, or unenforceable, the parties agree that it shall be modified to the extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the invalid provision will be severed from these Terms, and the remaining provisions will continue in full force and effect.

11.8 Entire Agreement​

These Terms, together with any SOWs and other documents expressly incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

11.9 Governing Law and Jurisdiction​

These Terms are governed by the laws of [GOVERNING_LAW_JURISDICTION] without regard to its conflict of law principles. Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in [JURISDICTION_LOCATION], and the parties hereby consent to the personal jurisdiction and venue therein.

11.10 Dispute Resolution​

Before initiating any legal action (except for injunctive relief), the parties agree to attempt in good faith to resolve any dispute arising out of or relating to these Terms through negotiation between executives with authority to settle the dispute.

11.11 Marketing​

Unless otherwise specified in the applicable SOW, Company may identify Client as a customer and use Client's name and logo in Company's marketing materials, provided that such use complies with Client's trademark usage guidelines if provided.

11.12 Headings​

The headings in these Terms are for convenience only and have no legal or contractual effect.

11.13 Counterparts​

These Terms and any SOW may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

12. Store.icu Platform-Specific Terms​

12.1 Platform Limitations​

Client acknowledges that Company does not own, control, or operate the Store.icu platform. Company's ability to implement certain features or functionality may be limited by the capabilities and limitations of the Store.icu platform. Company will not be liable for any limitations, restrictions, or technical constraints imposed by the Store.icu platform.

12.2 Platform Terms​

Client acknowledges that use of the Store.icu platform is subject to Store.icu's terms of service, privacy policy, and other applicable agreements between Client and Store.icu. Client is responsible for complying with all such terms and paying all applicable fees directly to Store.icu.

12.3 Platform Updates​

Store.icu may update the platform from time to time, which may affect the functionality of Client's ecommerce store. Company will use reasonable efforts to address any issues arising from platform updates, but such efforts may require additional fees if outside the scope of ongoing maintenance services.

12.4 Third-Party Integrations​

If the services involve integration with third-party services or applications, Client acknowledges that such integrations are subject to the continuing availability and functionality of those third-party services. Company is not responsible for any changes to third-party services that affect the functionality of Client's ecommerce store.

By using our services, you acknowledge that you have read, understood, and agree to these Terms of Service.

Last Updated: [LAST_UPDATED_DATE]

[COMPANY_NAME][COMPANY_ADDRESS] [COMPANY_CONTACT_EMAIL][COMPANY_PHONE_NUMBER]