General Terms and Conditions (AGB)

These Terms & Conditions apply to all services and client projects offered by Shopmentor E-Commerce Group FZ-LLC. By accepting an offer, signing a contract, or initiating a project, you agree to these terms.

1. Scope and Applicability

1.1 These General Terms and Conditions (“Terms”) apply to all contracts, agreements, and services provided by Shopmentor E-Commerce Group FZ-LLC, headquartered at The Meydan Hotel, Grandstand, 6th Floor, Meydan Road, Nad Al Sheba, Dubai, UAE (“Contractor”), to its clients (“Client”).

1.2 These Terms apply to all service types offered by the Contractor, including but not limited to:

Shopify store setup, migration, and redesign
Conversion rate optimization (CRO)
A/B testing and experimentation
Consulting and strategic ecommerce support
Training, mentoring, and digital courses
Maintenance, technical support, and ongoing optimization

1.3 Any deviations from these Terms require written agreement between both parties. Conflicting or supplemental terms from the Client will not be recognized unless expressly confirmed in writing.

1.4 These Terms are governed and interpreted solely in English. Any translations serve informational purposes only.

2. Scope of Services and Client Responsibilities

2.1 The Contractor provides services in the areas of Shopify development, store setup and redesign, conversion rate optimization (CRO), A/B testing, consulting, training, and ongoing support as outlined in the individual offer or contract (“Project Agreement”).

2.2 The specific scope, deliverables, timelines, and pricing for each project will be detailed in a separate written offer or agreement provided by the Contractor and accepted by the Client. These Terms apply in addition to that agreement.

2.3 The Contractor shall provide the agreed services professionally and to the best of their ability. Unless otherwise agreed in writing, no specific commercial result (e.g., increase in conversion rate or revenue) is guaranteed.

2.4 The Client agrees to provide all necessary access, assets, and information in a timely manner, including but not limited to:

Admin access to Shopify or third-party tools (e.g., Klaviyo, Google Analytics)
Branding materials (logo, colors, fonts)
Product data, imagery, and written content
Feedback and approvals required to proceed with the work

2.5 Delays caused by missing input, feedback, or approvals from the Client shall not impact payment schedules or contractual obligations. If the Client does not provide essential materials or access within a reasonable period, the Contractor reserves the right to pause the project and invoice for completed work.

2.6 If the project includes A/B testing, analytics, or CRO-related services, the Client understands that such work is experimental by nature and may not lead to immediate or guaranteed improvements in performance.

2.7 Unless explicitly stated, services do not include third-party subscription fees (e.g., Shopify apps, theme licenses, analytics tools), domain purchases, paid traffic, or external development.

3. Payment Terms and Deadlines

3.1 All fees and payment schedules are outlined in the individual offer or project agreement. Unless otherwise specified, the standard payment structure is as follows:

50% deposit is due before the start of the project.
50% final payment is due upon delivery or on the agreed delivery date, whichever comes first.
Milestone-based structures (e.g. 25/25/25/25) may be used if agreed in writing.

3.2 All invoices are payable within 7 calendar days of the invoice date. The Client is responsible for ensuring payments are made in full, including any transfer or currency conversion fees.

3.3 The Contractor reserves time for the Client based on the agreed project timeline. If the Client fails to provide required content, access, or feedback on time, the Contractor is entitled to:

Pause the project
Reschedule the work based on other obligations
Invoice according to the original payment schedule

3.4 In the event of delays longer than 30 days caused by the Client, the Contractor reserves the right to:

Close the project, and
Invoice for all completed work plus the full remaining balance as outlined in the original agreement.

3.5 Full payment of 100% of the agreed project fee remains due, even if the project is not completed as originally planned, if the delay is caused by the Client (e.g. due to missing assets, unclear communication, lack of access, or extended inactivity).

3.6 The final payment is tied to the delivery date specified in the original offer or agreement. Unless both parties agree in writing to a new schedule, the final invoice will be issued based on the originally agreed delivery date, regardless of the project status.

3.7 If the Client cancels the project early or refuses to complete it without justified cause, all work delivered to date, plus any blocked time or upcoming milestones, remains payable in full.

3.8 The Contractor may charge 5% interest per month on overdue payments, and reserves the right to suspend work or withhold final deliverables until outstanding payments are received.

3.9 All fees are quoted net, excluding VAT. If the reverse-charge mechanism applies (for example, for non-UAE clients), it is the Client’s responsibility to account for VAT in their local jurisdiction.

3.10 The Client may pay by international bank transfer (SEPA/SWIFT) or via Stripe payment link provided by the Contractor.

For bank transfers, the Client is responsible for any transaction fees or currency conversion costs.
For Stripe payments, a processing fee of 5% will be added to the total invoice amount.

4. Scope Changes and Adjustments

4.1 The scope of the project is defined in the original offer or project agreement. Any services, features, or deliverables not explicitly listed are not included.

4.2 Minor adjustments that are clearly within the original scope (e.g. small text changes, color tweaks, wording edits) are included at no additional charge.

4.3 Significant changes — such as new page types, switching themes, adding third-party integrations, changing layouts, or shifting strategy mid-project — will be treated as out-of-scope. These must be requested in writing and will be quoted and billed separately.

4.4 In general, additional work is billed either as a fixed quote or based on the Contractor’s current hourly rate (as shared upon request). No changes will be implemented without prior approval from the Client.

4.5 Unless otherwise stated in the offer, 1 round of feedback and revision is included in the price. Further revision rounds will be considered additional work and billed accordingly.

4.6 If the Client repeatedly changes direction, reopens approved work, or introduces new features that were not originally planned, the Contractor may pause the project and request a written update to the scope and pricing before continuing.

5. Ownership, Usage Rights & Portfolio Reference

5.1 All designs, layouts, configurations, and other materials created during the project (“Work Product”) remain the property of the Contractor until full payment has been received.

5.2 Once full payment is made, the Client receives full rights to use the Work Product for their business — including editing, publishing, and operating their store.

5.3 The Contractor retains the right to showcase the project as a reference in their portfolio, website, or social media — including visual elements such as screenshots, store links, and design examples.

5.4 The Contractor will never share any confidential data, account details, internal analytics, or private communications. Only publicly accessible visual work (e.g. homepage, product pages, design sections) may be shown for reference.

5.5 If the Client wishes the project to remain private and not be featured publicly, they must inform the Contractor before the end of the project. In such cases, the Contractor agrees not to display the work.

5.6 Any third-party tools (e.g. Shopify apps, themes, integrations) remain the intellectual property of their respective providers and are governed by their own licensing terms.

6. Store Setup, Access & Platform Costs

6.1 If the Client does not yet have a Shopify store, the Contractor will create it as a development store under their Shopify Partner account. During development, no Shopify subscription or app fees will apply.

6.2 If the Client already has a Shopify store, they must provide the Contractor with the necessary access (via collaborator invite) to carry out the agreed work.

6.3 Once the store is complete, the Contractor will:

Invite the Client to take ownership (for new stores)
Assist with connecting billing and selecting a Shopify plan
Provide handover documentation (if included in the offer)

6.4 From the moment the store is transferred to the Client, the Client is solely responsible for:

All Shopify plan and app subscription fees
Domain registration, email tools, or other third-party platforms

6.5 Ownership and full usage rights of the store and deliverables transfer only after full payment of the agreed project fee.

The Client’s use of the store after handover does not waive their obligation to pay any outstanding amounts. If the final payment is not received, the Contractor reserves the right to pursue legal collection of the remaining balance.

7. Confidentiality & Data Protection

7.1 The Contractor treats all client information as strictly confidential. This includes, but is not limited to:

Business strategies, marketing plans, and performance data
Customer or order information
Access credentials, store configurations, and internal files
Design assets, product details, and brand materials

7.2 The Contractor may store project-related assets (such as imagery, copy, and design files) for the purpose of long-term collaboration and future support. If the Client wishes these materials to be deleted after project completion, they may request this at any time in writing, and the Contractor will delete all stored materials within 14 business days.

7.3 The Contractor may use secure third-party tools and platforms (e.g. Google Drive, ClickUp, WeTransfer) to manage the project and transfer files. By accepting these Terms, the Client agrees to the use of such tools.

7.4 If the Client requires a formal Non-Disclosure Agreement (NDA), the Contractor is open to signing a separate NDA upon request.

7.5 The Contractor will not share, publish, or disclose any sensitive or private project information to third parties without the Client’s express written permission.

8. Liability and Legal Disclaimer

8.1 The Contractor will perform all services with reasonable care and professional skill. However, the Contractor does not guarantee specific outcomes, including but not limited to:

Increases in revenue, traffic, or conversion rate
Improved search engine rankings
Full technical compatibility with all devices, browsers, or external systems

8.2 The Client acknowledges that the Contractor is not liable for issues or damages arising from:

Changes to the Shopify platform, pricing, or features
Malfunctions or policy changes from third-party apps or tools
Hosting or server outages
Bugs or errors introduced by third-party developers, plugins, or software

8.3 The Contractor does not provide legal, tax, or regulatory advice. This includes but is not limited to:

GDPR, CCPA, or other data protection compliance
Cookie banners, consent management, and privacy policies
Tax settings or regional legal configurations

The Client is solely responsible for ensuring their store complies with applicable laws and regulations.

8.4 The Contractor’s total liability for any claim arising out of this agreement is strictly limited to the total amount paid by the Client for the project in question. The Contractor shall not be liable for any indirect, incidental, or consequential damages, including lost profits or business interruption.

9. Governing Law and Dispute Resolution

9.1 These Terms and all agreements between the Client and the Contractor are governed by the laws of the United Arab Emirates, unless otherwise agreed in writing.

9.2 The place of jurisdiction for all disputes arising from this agreement is Dubai, United Arab Emirates.

9.3 Both parties agree to first attempt an amicable resolution through written communication. If no resolution is reached, disputes may be resolved through civil court or arbitration in Dubai, unless another venue is mutually agreed upon in writing.

10. Final Provisions

10.1 These Terms apply to all offers, services, and projects provided by the Contractor, even if no separate contract is signed. By confirming an offer in writing (e.g. via email) or by commencing a project, the Client agrees to be bound by these Terms.

10.2 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

10.3 These Terms may be updated by the Contractor from time to time. The version in effect at the time of the signed agreement or project start shall apply.

Issued by:

Shopmentor E-Commerce Group FZ-LLC
The Meydan Hotel, Grandstand, 6th Floor
Meydan Road, Nad Al Sheba
Dubai, United Arab Emirates

Trade License: 2312227.01
Email: contact@shopmentor.pro
Website: www.shopmentor.pro

Date of last update: May 04, 2025