Terms and Conditions of Service

Last Updated: June 01, 2024

These Terms and Conditions (“Agreement”) constitute a legally binding agreement between Web Development Rafał Suchodolski, with its principal place of business at Mehoffera 29/U2, 03-131 Warsaw, Poland, VAT ID: PL8442235000 (“Provider”), and the Client (“Client”).

1. Formation of Contract

• Default Agreement: In the absence of a separate custom-signed contract, these Terms and Conditions serve as the primary legal Agreement between the Parties.
• Acceptance: By paying a deposit, providing access to a Shopify store, or commissioning work, the Client confirms full acceptance of these Terms and Conditions.
• Validity: Any quote or proposal issued by the Provider is valid for a period of 30 days.

2. Fees, Billing, and Payment

• Professional Rate: Our standard professional rate is £79 per hour, unless a fixed-price proposal is explicitly agreed upon.
• Payment Milestones:
  • 50% Non-refundable Deposit: Required upon execution of the Agreement to secure project commencement.
  • 50% Final Balance: Due upon completion of services but strictly prior to the publication of the theme, Go-Live, or ownership transfer.
• External Costs: The Client agrees to cover all costs associated with third-party products, including but not limited to Shopify themes, domain registration, and application subscriptions.

3. Project Stagnation and Client Delays

• Communication: The Client agrees to provide feedback or required content within 7 days of a request.
• The 14-Day Rule: If the Client fails to communicate for 14 consecutive days, the Provider may invoice for all work completed to date.
• Project Abandonment: If the Client is unresponsive for 30 days, the project is deemed "Completed." The total remaining balance becomes due immediately. Re-starting an abandoned project incurs a £250 Re-initiation Fee.

4. Intellectual Property and Licensing

• Retention of Title: All Intellectual Property rights, custom code, and assets remain exclusively with the Provider until the Final Invoice is paid in full.
• Transfer of Rights: Upon receipt of full payment, all intellectual property rights pertaining to the customized work shall transfer to the Client.
• License Revocation: In the event of a payment default, any implied usage license is automatically revoked. The Provider reserves the right to take technical and legal measures to prevent unauthorized use of the intellectual property.
• Portfolio Rights: The Provider reserves the right to include the work created for the Client in its professional portfolio for promotional purposes.

5. Revision Policy

• Rounds: The Provider shall accommodate three (3) comprehensive revision rounds for the deliverables.
• Submission: The Client must submit all revision requests in writing within seven (7) calendar days of receiving each deliverable.
• Additional Work: Any revisions beyond the stipulated three rounds shall be subject to additional fees at the standard hourly rate.

6. Post-Launch and Warranty

• Support Period: A 30-day technical support period is provided following the completion of services, covering theme functionality and troubleshooting.
• Third-Party Intervention: Any modification of the code or settings by the Client or a third party voids all warranties. Repairs for such issues are billed at £79/hr.
• Platform Limits: The Provider is not liable for Shopify platform outages or third-party app performance.

7. Limitation of Liability

• Aggregate Liability: The Provider's total liability shall not exceed the total amount actually paid by the Client under the Agreement.
• Indirect Damages: Neither Party shall be liable for any indirect, incidental, or consequential damages.

8. Governing Law and Jurisdiction

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Poland.
• Jurisdiction: Any disputes shall be subject to the exclusive jurisdiction of the courts of Poland.

Disclaimer: “Shopify” is a brand asset of Shopify Inc. Azantic (Web Development Rafał Suchodolski) is an independent service provider and is not affiliated with, sponsored by, or endorsed by Shopify Inc.