Terms of Service

01About us and these Terms

We are HM Digital Ltd, a company registered in England and Wales under company number 10757567, with our registered office at International House, 142 Cromwell Road, London, SW7 4EF, United Kingdom. You can reach us at contact@hm-digital.co.uk.

Each engagement is governed by these Terms together with the specific proposal or statement of work we agree with you (a "Proposal"). Together these form the entire contract between us for that engagement. If anything in a signed Proposal conflicts with these Terms, the Proposal takes precedence for that engagement only.

These Terms apply to business clients. They do not affect any statutory rights you may have if you are dealing with us as a consumer.

02Definitions

In these Terms, the following words have the following meanings:

Deliverables

The designs, code, storefronts, documents, research, reports and other materials we create for you and deliver under a Proposal.

Fees

The charges payable for the Services, as set out in the relevant Proposal or invoice.

Intellectual Property Rights

Copyright, design rights, database rights, trade marks, patents, and all other intellectual property rights, whether registered or unregistered, anywhere in the world.

Pre-existing Materials

Any materials, tools, frameworks, methods, code libraries or know-how owned or developed by us independently of, or before, the engagement.

Services

The services described in the relevant Proposal, which may include Shopify design and build projects and conversion rate optimisation (CRO) retainers.

Third-Party Materials

Any software, themes, apps, plugins, fonts, imagery, content or services owned by third parties that are used in or with the Deliverables.

03The services we provide

We provide ecommerce design, development and optimisation services, principally for Shopify and Shopify Plus. Our engagements generally take one of two forms:

• Shopify Design & Build. Fixed-scope projects to design and develop new storefronts, covering strategy, UX, design and engineering, as defined in the relevant Proposal.
• CRO Retainers. Ongoing monthly partnerships covering behavioural research, structured experimentation, design and development on a continuing basis.

We will perform the Services with reasonable skill and care and in accordance with the standards reasonably expected of a professional studio in our field. The precise scope, deliverables and assumptions for each engagement are set out in the relevant Proposal.

04Proposals, quotes and acceptance

Before we begin, we will provide you with a written Proposal setting out the scope of work, the Deliverables, the Fees and an indicative timeline. Unless stated otherwise, a Proposal is valid for 30 days from its date and may be revised or withdrawn before you accept it.

A binding engagement is formed when you accept a Proposal in writing (including by email), instruct us to begin, or pay a deposit or invoice, whichever happens first. Anything not expressly included in the Proposal is out of scope.

05Fees and pricing

We price our work on a per-project basis, determined by the specific deliverables agreed in your Proposal rather than by an hourly rate. The total project Fee reflects the scope, complexity and outcomes set out in that Proposal. CRO retainers are charged as a recurring monthly Fee for the agreed level of service.

Unless a Proposal states that a Fee is fixed, any figures we provide are good-faith estimates based on the information available at the time and the assumptions stated in the Proposal. If the requirements change, the Fee may change in line with clause 9.

All Fees are exclusive of VAT (where applicable) and of any third-party costs, licences, subscriptions or expenses, which are payable by you in addition unless the Proposal states otherwise.

06Invoicing and payment

For fixed-scope projects, we typically invoice an initial deposit (usually 50% of the project Fee) before work begins, with the balance invoiced on completion or against agreed milestones. CRO retainers are invoiced monthly in advance. Work does not commence until the initial deposit has cleared.

Unless your invoice states otherwise, payment is due within 14 days of the invoice date. Time for payment is of the essence.

If you do not pay on time, we may, without limiting our other rights: (a) charge interest and compensation on the overdue amount under the Late Payment of Commercial Debts (Interest) Act 1998; and (b) suspend the Services and withhold Deliverables until payment is received. You may not withhold or set off any amount on account of any dispute.

Deposits and amounts paid for work already performed are non-refundable, except where required by law or expressly agreed in writing.

07Your responsibilities

The quality and timeliness of our work depends on your cooperation. You agree to:

• provide, promptly, all content, brand assets, information and access (including to your Shopify admin, analytics and relevant accounts) that we reasonably need;
• nominate a single point of contact with authority to give instructions and approvals;
• review Deliverables and provide consolidated feedback and approvals within the timeframes we agree;
• ensure that any materials you supply to us are accurate and that you hold all rights and licences necessary for us to use them; and
• comply with the terms of any third-party platform or service used in connection with the Services.

If your delay, omission or failure to provide something we reasonably need affects our work, we are not responsible for resulting delays, and we may adjust timelines and Fees to reflect the additional time or cost incurred.

08Timelines and scheduling

Any dates or timelines we give are estimates only. They depend on your timely cooperation, the stability of scope, and the performance of third parties. We will use reasonable efforts to meet agreed dates, but we are not liable for delays caused by factors outside our reasonable control, including your delay or third-party platforms.

09Changes to scope

If you ask for work that falls outside the agreed scope, or if circumstances require a material change, we will tell you the effect on the Fees and timeline before proceeding. No change is binding until agreed in writing (including by email). We are not obliged to start additional work until the change is agreed.

10Review, approval and revisions

We submit Deliverables to you for review at the points set out in the Proposal. Each stage includes the number of revision rounds stated in the Proposal; further revisions are chargeable at our then-current rates.

You must notify us of any reasonable objections within 7 days of a Deliverable being submitted for approval. If you do not, or if you put the Deliverable (or any part of it) into live use, that Deliverable is deemed accepted.

11Intellectual property

Subject to full payment of all Fees due, we assign to you the Intellectual Property Rights in the final Deliverables created specifically for you under the relevant Proposal, on and from the date we receive payment in full.

We retain all rights in our Pre-existing Materials. To the extent any Pre-existing Materials are incorporated into the Deliverables, we grant you a non-exclusive, worldwide, perpetual licence to use them as part of the Deliverables for their intended purpose. We remain free to use the skills, techniques and general know-how acquired during the engagement.

Until all Fees are paid in full, all Intellectual Property Rights in the Deliverables remain with us, and any licence or right to use them is conditional on payment. Third-Party Materials are licensed to you under their own terms, not by us (see clause 12).

12Third-party platforms and materials

The Services rely on third-party platforms and materials, including Shopify, themes, apps, plugins, fonts, hosting, analytics and payment providers. Your use of those platforms and materials is governed by the relevant third party's own terms and pricing, and you are responsible for entering into and maintaining those arrangements and any associated licences or subscriptions.

We are not responsible for the availability, performance, security, changes, discontinuation or cost of any third-party platform or material, and we give no warranty in respect of them.

13Performance and results

We bring professional methods, research and experience to every engagement, and we work to improve commercial outcomes. However, conversion rates, revenue, traffic, search rankings and sales depend on many factors outside our control, including your products, pricing, market conditions and third-party platforms.

Accordingly, we do not warrant or guarantee any particular result, uplift, conversion rate or level of revenue, and any examples, projections or benchmarks we share are illustrative only and not a promise of performance.

14Warranties and defect correction

We warrant that the Services will be performed with reasonable skill and care. If a Deliverable does not function substantially as agreed due to a defect in our work, and you report it in writing within 30 days of that Deliverable going live or being delivered, we will correct the defect at no additional charge.

This warranty does not apply to issues arising from changes made by you or a third party, from Third-Party Materials, from your hosting or configuration, from incorrect or incomplete materials you supplied, or from use of the Deliverables otherwise than as intended. Except as expressly set out in these Terms, and to the fullest extent permitted by law, all other warranties, conditions and terms (whether express or implied) are excluded.

15Limitation of liability

Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.

Subject to the paragraph above, we are not liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: (a) loss of profit, revenue, sales, business or anticipated savings; (b) loss of or damage to data or goodwill; or (c) indirect or consequential loss, in each case however arising.

Subject to the first paragraph of this clause, our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort or otherwise, is limited to the total Fees paid by you to us under the relevant Proposal in the 12 months preceding the event giving rise to the claim.

You are responsible for maintaining appropriate backups of your store, data and content. We are not liable for loss or corruption of data that backups would have prevented.

16Your indemnity

You will indemnify us against all losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) any materials, content or instructions you provide, including any claim that they infringe a third party's rights; (b) your products, services or business; (c) your use of the Deliverables; or (d) your breach of these Terms.

17Confidentiality

Each party may receive confidential information about the other. Each party agrees to keep the other's confidential information secret, to use it only for the purpose of the engagement, and not to disclose it except to those who need to know it and are bound by similar obligations. This does not apply to information that is or becomes public other than through breach, that is independently developed, or that must be disclosed by law or a regulator. This clause survives termination.

18Data protection

Each party will comply with the UK GDPR and the Data Protection Act 2018, and any other applicable data protection laws. Where, in providing the Services, we process personal data on your behalf, you are the controller and we are the processor, and we will process that personal data only on your documented instructions and in accordance with a data processing agreement where one is required. Each party is responsible for its own compliance obligations in respect of personal data for which it is the controller.

19Term, termination and cancellation

A project engagement continues until the Deliverables are completed and accepted. A CRO retainer runs on a rolling monthly basis and may be terminated by either party on 30 days' written notice, expiring at the end of a monthly billing period.

Either party may terminate an engagement immediately on written notice if the other: (a) commits a material breach that is not remedied within 14 days of written notice to do so; or (b) becomes insolvent, enters an arrangement with its creditors, or ceases or threatens to cease trading.

If you cancel a project after the engagement has begun, the deposit is retained and you remain liable for all Fees for work performed up to cancellation, together with any third-party costs and non-cancellable commitments we have reasonably incurred.

On termination for any reason: (a) you must pay for all Services performed and work in progress up to the date of termination; (b) each party will return or destroy the other's confidential information on request; and (c) transfer of Intellectual Property Rights in the Deliverables takes effect only once all Fees are paid in full. Clauses intended to survive termination (including those on intellectual property, confidentiality, liability, indemnity and governing law) continue in force.

20Portfolio rights and publicity

Unless we agree otherwise in writing, we may identify you as a client and display non-confidential elements of the work we produced for you in our portfolio, case studies and marketing. We will respect any reasonable, specific confidentiality requests you make in writing.

21Non-solicitation

During an engagement and for 12 months afterwards, neither party will directly solicit for employment or engagement any individual employed or engaged by the other who was involved in the Services, without the other's prior written consent. General recruitment advertising not specifically targeted at such individuals is not a breach of this clause.

22Force majeure and subcontracting

Neither party is liable for any failure or delay in performing its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, outages, failures of third-party platforms, strikes, or government action.

We may engage subcontractors or associates to perform parts of the Services. Where we do, we remain responsible to you for the performance of the Services.

23General

These Terms and the relevant Proposal are the entire agreement between us for the engagement and supersede any prior discussions or representations. Neither party has relied on any statement not set out in them.

You may not assign or transfer your rights under an engagement without our prior written consent. We may assign, transfer or subcontract our rights and obligations.

If any provision is found to be invalid or unenforceable, the rest of these Terms remain in effect. A failure or delay in exercising any right is not a waiver of it. No variation of these Terms is effective unless agreed in writing.

Notices under these Terms must be in writing and may be sent by email: to us at contact@hm-digital.co.uk, and to you at the email address you have given us as your primary contact.

We act as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship between us. A person who is not a party to the engagement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms.

24Governing law and jurisdiction

These Terms, each Proposal, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

25Contacting us

If you have any questions about these Terms, please contact us:

HM Digital Ltd
Company number 10757567
International House, 142 Cromwell Road, London, SW7 4EF, United Kingdom
contact@hm-digital.co.uk

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