1. Agreement to Terms
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Mirvex Mantra ("Company," "we," "us," or "our").
By engaging our services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our services.
2. Our Services
Mirvex Mantra provides Shopify development and ecommerce services, including but not limited to:
- Custom Shopify store design and development
- Shopify theme customization
- Custom Shopify app development
- Third-party integrations and APIs
- Shopify Plus implementations
- Store migration and optimization
- Ongoing support and maintenance
- Consulting and strategy services
2.1 Service Scope
The specific services, deliverables, timelines, and pricing will be outlined in a separate Service Agreement or Statement of Work (SOW) for each project.
3. Client Responsibilities
To ensure successful project completion, you agree to:
- Provide accurate and complete information
- Grant necessary access to Shopify store, domains, and third-party services
- Respond to requests for feedback within 5 business days
- Provide content, images, and materials in required formats
- Review and approve deliverables in a timely manner
- Make payments according to agreed schedules
- Maintain backup of your store and data
- Comply with Shopify's Terms of Service and policies
3.1 Client Delays
Delays caused by client unresponsiveness or failure to provide required materials may result in project timeline extensions and potential additional fees.
4. Payment Terms
4.1 Payment Structure
- Deposit: 50% deposit required before project commencement
- Final Payment: 50% due upon project completion
- Milestone Payments: For larger projects, payments may be split into milestones as outlined in the SOW
4.2 Payment Methods
We accept payments via Stripe and PayPal. All payments must be made in USD unless otherwise agreed.
4.3 Late Payments
Invoices are due within 7 days of issuance. Late payments may incur:
- Late fee of 5% per month on outstanding balance
- Suspension of services until payment is received
- Interest charges as permitted by law
4.4 Additional Work
Work outside the agreed scope will be quoted separately and requires written approval before commencement.
4.5 Third-Party Costs
Client is responsible for all third-party costs including:
- Shopify subscription fees
- Domain registration and renewal
- Premium themes or apps
- Stock images or fonts
- Email services or marketing tools
5. Project Timeline
Project timelines are estimates based on the agreed scope and client cooperation. We will make reasonable efforts to meet deadlines, but timelines are not guaranteed.
5.1 Timeline Extensions
Timelines may be extended due to:
- Client delays or unresponsiveness
- Scope changes or additional requests
- Third-party service delays
- Force majeure events
5.2 Rush Projects
Rush or expedited projects may incur premium pricing (typically 25-50% additional fee).
6. Intellectual Property Rights
6.1 Client Ownership
Upon full payment, you will own:
- Custom code and development work created specifically for your project
- Custom design elements and graphics
- Project-specific documentation
6.2 Our Ownership
We retain ownership of:
- Proprietary tools, frameworks, and reusable components
- Pre-existing code libraries and templates
- Development methodologies and processes
6.3 Third-Party Assets
Third-party themes, apps, plugins, and assets are subject to their respective licenses.
6.4 Portfolio Rights
We reserve the right to showcase completed projects in our portfolio and marketing materials unless explicitly restricted by confidentiality agreement.
7. Warranties and Guarantees
7.1 Our Warranties
We warrant that:
- Services will be performed with professional care and skill
- Work will meet industry standards
- Deliverables will be free from material defects for 30 days post-launch
7.2 Bug Fixes
We provide 30 days of free bug fixes for issues directly caused by our code, excluding:
- Client modifications or additions
- Third-party app or theme conflicts
- Shopify platform updates
- Issues outside the original scope
7.3 No Performance Guarantees
We do not guarantee specific business results, sales figures, conversion rates, or search engine rankings.
7.4 Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
- Our total liability shall not exceed the amount paid by you for the specific service giving rise to the claim
- We are not liable for indirect, incidental, special, or consequential damages
- We are not liable for lost profits, revenue, data, or business opportunities
- We are not liable for third-party services, apps, or platform issues
8.1 Indemnification
You agree to indemnify and hold us harmless from claims arising from:
- Your use of our services
- Your breach of these Terms
- Content you provide
- Violation of third-party rights
9. Termination
9.1 Termination by Client
You may terminate the agreement with written notice. Upon termination:
- You pay for all completed work and expenses incurred
- Deposits are non-refundable if work has commenced
- We deliver work completed to date upon full payment
9.2 Termination by Us
We may terminate the agreement if:
- Payment is more than 30 days overdue
- You breach these Terms
- You engage in abusive or harassing behavior
- Continuing the project is not feasible
9.3 Effect of Termination
Upon termination, all outstanding invoices become immediately due and payable.
10. Confidentiality
Both parties agree to:
- Keep confidential information private
- Use confidential information only for the project
- Not disclose to third parties without consent
- Return or destroy confidential materials upon request
Confidential information does not include publicly available information or information independently developed.
11. Dispute Resolution
11.1 Good Faith Negotiation
In the event of a dispute, parties agree to first attempt resolution through good faith negotiation.
11.2 Mediation
If negotiation fails, parties agree to mediation before pursuing legal action.
11.3 Governing Law
These Terms shall be governed by and construed in accordance with applicable local laws.
12. Changes to These Terms
We reserve the right to modify these Terms at any time. Changes will be effective upon posting to our website. Continued use of our services after changes constitutes acceptance of modified Terms.
For active projects, existing agreements will remain under the Terms in effect at project commencement unless mutually agreed otherwise.