Terms of Service

1. Definitions & Interpretation

In these Terms of Service, unless the context otherwise requires, the following terms have the meanings set forth below:

2. Service Description

2.1 Scope of Services

We provide the following primary services:

• Shopify SEO Architecture Design: Technical architecture for main-domain SEO content engines
• System Deployment & Integration: Deployment of content systems on your existing Shopify store
• Multilingual SEO Support: SEO optimization for multiple language markets
• Content Strategy Guidance: Guidance on content creation and SEO optimization
• Technical Support & Maintenance: Ongoing technical support for system operation

2.2 Service Delivery

Service delivery follows the Statement of Work signed by both parties, including:

1. Project kickoff and requirements confirmation
2. Architecture design and system deployment
3. Testing and acceptance
4. Training and documentation delivery
5. Ongoing support and maintenance (if applicable)

2.3 Service Exclusions

Our services do not include:

• Daily operational management of your Shopify store
• Product listing, inventory management, or other e-commerce operations
• Paid advertising or ad campaign management
• Social media marketing
• Customer support services

3. Client Responsibilities

3.1 Client Obligations

To enable effective service delivery, the Client agrees to:

• Provide accurate and complete information required for the project in a timely manner
• Grant necessary system access (Shopify admin, DNS settings, etc.)
• Designate a project contact person responsible for communication and decisions
• Review and approve deliverables promptly
• Comply with all applicable laws and regulations

3.2 Content Responsibility

The Client assumes full responsibility for all content on their website, including:

• Ensuring content does not infringe third-party intellectual property rights
• Ensuring content contains no illegal, defamatory, or infringing material
• Being responsible for accuracy of product descriptions, pricing, and inventory
• Complying with laws and regulations in target markets

3.3 Technical Requirements

The Client must ensure their technical environment meets service requirements:

4. Payment Terms

4.1 Fees & Payment

Service fees are determined based on project specifics and detailed in the Statement of Work:

• Project Fee: One-time project fee, typically 50% paid at project start and 50% upon acceptance
• Monthly Service Fee: Recurring service billed monthly or annually
• Additional Costs: Third-party service fees (domain, CDN, translation, etc.) billed separately

4.2 Payment Conditions

All invoices are due within 30 days of issuance. Late payments may result in:

• Suspension or termination of services
• Late fees (1.5% per month on overdue amounts)
• Reduced priority for future services

4.3 Refund Policy

Due to the customized nature of our services, we offer the following refund policy:

5. Intellectual Property

5.1 Our Intellectual Property

We retain all intellectual property rights to:

• Our proprietary technologies, methodologies, and processes
• Standard software, tools, and frameworks we develop
• Our brand, trademarks, and trade dress
• Non-client-specific documentation, templates, and training materials we create

5.2 Client Intellectual Property

The Client retains all intellectual property rights to:

• Client brand, trademarks, and trade dress
• All content and materials provided by the Client
• Product information, images, and descriptions on the Client’s website
• Business data and customer information

5.3 Project Deliverables

For deliverables created specifically for a client:

• Client receives a perpetual license to use deliverables for its business
• We retain the right to reuse portions of code and technology for non-competing purposes
• Any third-party components (e.g., open-source software) are subject to their respective license agreements

6. Confidentiality

6.1 Confidential Information

Both parties agree to keep confidential all confidential information received during the engagement, including but not limited to:

• Business plans, strategies, and financial information
• Customer lists and supplier information
• Technical details, algorithms, and proprietary processes
• Unreleased product roadmaps

6.2 Confidentiality Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes public knowledge through no fault of the receiving party
• Is lawfully obtained from a third party without restriction
• Is independently developed without reference to the disclosing party’s information
• Is required to be disclosed by law

6.3 Data Protection

We commit to:

1. Using client data only for the purpose of providing services
2. Implementing appropriate technical and organizational measures to protect data security
3. Deleting or returning client data upon termination (as requested by client)
4. Complying with applicable data protection laws (e.g., GDPR, CCPA)

7. Limitation of Liability

7.1 Scope of Liability

In no event shall we be liable for:

• Indirect, incidental, or consequential damages
• Loss of profits, revenue, or business opportunities
• Data loss or corruption
• Third-party claims

7.2 Liability Cap

Our total liability (whether in contract, tort, or otherwise) shall not exceed:

• For project services: Total fees paid by the client for that service
• For ongoing services: Total service fees paid by the client in the past 12 months

7.3 Exceptions

The limitations above do not apply to:

• Losses caused by our gross negligence or willful misconduct
• Bodily injury or death
• Fraud or misrepresentation
• Liability that cannot be excluded or limited by law

8. Termination

8.1 Right to Terminate

Either party may terminate this Agreement:

• If the other party materially breaches and fails to cure within 30 days of written notice
• If the other party enters bankruptcy, liquidation, or dissolution proceedings
• Ongoing services may be terminated with 30 days’ written notice

8.2 Consequences of Termination

Upon termination:

1. Both parties shall pay all outstanding amounts
2. Client shall cease using our proprietary technologies and methods
3. We shall return or destroy client confidential information within 30 days
4. Client retains rights to delivered project deliverables

8.3 Surviving Provisions

The following provisions survive termination:

• Intellectual Property
• Confidentiality
• Limitation of Liability
• Dispute Resolution

9. General Provisions

9.1 Entire Agreement

These Terms, together with any signed Statement of Work, constitute the entire agreement and supersede all prior communications.

9.2 Amendments

We reserve the right to amend these Terms at any time. Material changes will be notified to clients 30 days in advance. Continued use of services constitutes acceptance of amended terms.

9.3 Assignment

Neither party may assign this Agreement without the other’s prior written consent, except that we may assign in connection with a merger, acquisition, or asset sale.

9.4 Force Majeure

Neither party is liable for failure to perform due to causes beyond reasonable control (e.g., natural disasters, war, pandemics, government actions).

9.5 Severability

If any provision is held invalid or unenforceable, the remainder of the Agreement remains in full force.

9.6 Governing Law

This Agreement is governed by the laws of the Hong Kong Special Administrative Region of the People’s Republic of China. Any disputes shall be submitted to the Hong Kong International Arbitration Centre (HKIAC) for arbitration in Hong Kong.