Service Terms

These Service Terms apply to services provided by The Shopify Guys Pty Ltd (ABN 28 672 603 226), trading as The Shopify Guys (“we”, “us”, “our”).

Our website explains the types of Shopify development and app-replacement services we provide. Every project is different, so before paid work begins we will provide a written proposal, scope of work or other project agreement setting out the specific work, price and delivery arrangements.

These Service Terms and the accepted project proposal together form the agreement between us and the client (“you”, “your”).

If a project proposal conflicts with these Service Terms on a project-specific matter such as scope, price, timing, deliverables or payment milestones, the project proposal will take priority for that matter.

Our services

The Shopify Guys develops custom Shopify software, functionality and integrations, with a particular focus on replacing or reducing reliance on recurring third-party Shopify apps.

Depending on the project, our services may include:

• Shopify theme development
• custom cart functionality
• custom Shopify apps
• customer service systems
• referral and loyalty systems
• integrations and automation
• fulfilment and operational tools
• APIs, databases and lightweight backend services
• reporting and internal business tools

Our approach is generally to build the functionality your business actually needs rather than reproduce every feature available in the software being replaced.

Project scope and proposals

Each project will have a written proposal describing the agreed work.

The proposal may identify:

• deliverables
• functionality being developed
• functionality specifically excluded
• project price
• payment schedule
• estimated timeline
• client responsibilities
• third-party dependencies
• testing and acceptance requirements
• infrastructure costs
• handover requirements
• optional support arrangements

Anything not included in the agreed scope is not automatically included in the project price.

Examples, demonstrations, website content, preliminary discussions, estimates and indicative pricing do not constitute a binding quote unless expressly included in an accepted proposal.

The four-month model

We promote a commercial target under which an app replacement should ideally cost approximately four months or less of the recurring software cost being replaced.

This is a target used to assess whether a project makes commercial sense, not a guarantee.

For example, a merchant currently spending $700 per month may be quoted $2,800 for a replacement, payable as four instalments of $700.

Actual pricing depends on the scope, complexity and technical requirements of the project.

Any examples of savings, return on investment or payback periods are illustrative only. Actual savings may be affected by matters including:

• subscription overlap during migration
• GST and taxes
• hosting
• databases
• email or SMS delivery
• external APIs
• maintenance
• Shopify subscription costs
• changes to your requirements
• future Shopify platform changes
• third-party pricing changes

Where reasonably practical, we will identify material known ongoing costs before you approve the project.

Fees and payment

The total project fee and payment schedule will be stated in your proposal.

Unless otherwise agreed, projects offered under our four-payment model are a fixed project fee paid in four instalments. The instalments are not an ongoing software subscription.

The first instalment is payable upfront before development begins.

The remaining instalments will be invoiced according to the dates or milestones stated in the proposal.

Unless otherwise stated on an invoice, invoices are due within 7 days of issue.

All pricing will state whether GST is included or excluded.

You are responsible for any third-party charges identified as your responsibility in the proposal.

If an invoice becomes overdue, we may pause work after giving you reasonable notice. Any resulting delay may affect the original project timeline.

Ownership of custom project code does not transfer until all amounts due for the project have been paid in full.

Your responsibilities

Successful development depends on timely cooperation from both parties.

You agree to provide, where reasonably required:

• access to the relevant Shopify store
• appropriate Shopify collaborator or development permissions
• access to existing applications and integrations
• API credentials where required
• accurate product, workflow and business-rule information
• branding and content
• timely feedback and approvals
• access to relevant third-party providers
• accurate information about your requirements

You remain responsible for your Shopify business, products, customers, pricing, promotions and legal obligations.

Unless specifically included in the project scope, we do not provide legal, accounting, tax or regulatory advice.

Where you ask us to implement a particular commercial practice, promotion, customer charge, insurance or protection product, subscription mechanism, referral program or other business rule, you are responsible for confirming that the underlying business practice is appropriate and lawful for your business.

Changes to scope

Software projects sometimes change after development begins.

If you request functionality outside the agreed scope, we will tell you before treating it as additional paid work.

We may agree to:

• provide a separate quote
• exchange an existing requirement for a new requirement
• charge an agreed hourly amount
• charge an additional fixed amount
• move the request into a later development phase

We will not intentionally undertake material additional paid work without your agreement.

Minor technical or implementation decisions reasonably required to deliver the agreed functionality do not constitute a change of scope.

Project timelines

Project timelines are estimates unless the proposal expressly states that a particular date is fixed.

Timelines may change because of:

• delayed client feedback
• delayed access or credentials
• changes to scope
• third-party platform issues
• Shopify API or platform limitations
• unexpected behaviour in an existing theme or app
• external service outages
• circumstances outside our reasonable control

We will notify you if we become aware of a material delay.

Where no completion date has been specifically agreed, the work will be completed within a reasonable timeframe having regard to the nature and complexity of the project.

Testing and acceptance

Where practical, replacement functionality will be developed and tested separately from the live customer experience before changeover.

This may include:

• unpublished Shopify themes
• development stores
• test data
• staging infrastructure
• development API credentials
• preview deployments

You agree to participate in reasonable acceptance testing where required.

Before launch, we will identify any material known limitations or unresolved issues.

A project will generally be considered accepted when:

1. the agreed acceptance requirements have been materially satisfied; and
2. you approve the project for launch,

or as otherwise specified in the proposal.

Minor defects that do not materially prevent the agreed functionality from operating will not normally prevent acceptance, provided those defects are documented and addressed within a reasonable period.

Replacing existing apps

You should not cancel or remove an existing application simply because replacement development has started.

Existing software should generally remain available until:

• the replacement has been developed
• relevant testing has been completed
• required settings or data have been preserved
• the changeover plan has been agreed

You are responsible for cancelling third-party subscriptions unless we specifically agree to do so on your behalf.

We cannot guarantee that a third-party provider will provide refunds or credits for unused subscription periods.

Third-party services and operating costs

Owning custom software does not necessarily mean the software has zero ongoing operating cost.

A solution may depend on services such as:

• Shopify
• Cloudflare
• database hosting
• transactional email
• SMS
• domain names
• APIs
• storage
• monitoring
• authentication providers
• payment services

These services remain subject to their own terms, pricing and availability.

Where practical, third-party accounts required specifically for your project should be created in your name or transferred to your control.

We are not responsible for future pricing changes, outages, policy changes or discontinued services caused by third-party providers.

Ownership and handover

Our core principle is:

You own the custom software we build specifically for your project once the project has been paid for in full.

Following final payment, ownership of the custom source code created specifically for your project will transfer to you, subject to the exclusions below.

Where applicable, project handover may include:

• source code
• Git repository access
• Shopify theme code
• custom application code
• configuration documentation
• deployment information
• relevant credentials under our control

Your proposal may identify the specific handover items applicable to your project.

Until the project has been paid for in full, ownership of the custom project code remains with The Shopify Guys Pty Ltd.

Third-party and pre-existing intellectual property

Not everything contained within a software project can become your exclusive property.

Ownership does not transfer in:

• Shopify itself
• third-party applications
• third-party APIs
• open-source software
• libraries and frameworks
• commercially licensed components
• software or code we owned before your project
• general-purpose development tools
• generic reusable components and utilities
• our development methods, experience, knowledge and know-how

Those items remain subject to their existing ownership or licence arrangements.

Where our pre-existing code or reusable components are required for your custom solution to operate, we grant you a continuing licence to use those components as part of the delivered solution, subject to any applicable third-party licences.

We may continue to use our general knowledge, techniques and non-client-specific reusable components for other projects.

We will not intentionally reuse your confidential business information or proprietary client-specific implementation for another client.

Confidentiality

Both parties may receive confidential information during a project.

Each party agrees to use the other party's confidential information only for purposes connected with the project and to take reasonable steps to protect it.

Confidential information does not include information that:

• is publicly available through no breach of these terms
• was lawfully known before disclosure
• is independently developed
• is lawfully received from another source
• must be disclosed by law

We will not publish confidential project information as a public case study without your permission.

Access and security

You should provide the minimum level of access reasonably required for us to perform the work.

Where Shopify collaborator access, restricted permissions or equivalent access controls are available, these are preferred over sharing account passwords.

You remain responsible for maintaining appropriate backups, administrator access and security for your business systems.

We will take reasonable measures to protect credentials and information provided to us, but no internet-connected system can be guaranteed to be completely secure.

Access that is no longer reasonably required following completion of a project should be removed or revoked.

Support and maintenance

Unless expressly included in the proposal, ongoing support and maintenance are not included in the original project fee.

Optional support arrangements may be offered separately.

You are not required to purchase an ongoing support plan in order to continue using software that you own.

Future work may include:

• new functionality
• Shopify compatibility changes
• API migrations
• theme upgrades
• third-party integration changes
• troubleshooting
• performance improvements
• changes requested after launch

Any such work will be separately agreed unless covered by an active support arrangement.

Defect correction period

For 30 days following launch, you may report defects where the delivered software does not materially perform in accordance with the agreed project scope.

Where the defect results from our implementation of the agreed functionality, we will correct it within a reasonable period at no additional development charge.

The 30-day defect period does not cover:

• new features or changed requirements
• changes made by you
• changes made by another developer
• changes to your Shopify theme after handover
• Shopify platform changes occurring after delivery
• changes to third-party APIs or services
• discontinued third-party services
• hosting or infrastructure failures outside our control
• problems caused by applications installed or modified after delivery
• issues outside the agreed project scope

If an issue is not covered by the defect period, we will advise you before undertaking material chargeable work.

Nothing in this section limits any rights or remedies you may have under applicable law.

Commercial outcomes

We may discuss anticipated savings, conversion improvements, efficiency improvements or other potential commercial benefits when assessing a project.

Unless expressly guaranteed in writing, these are estimates and not promises of future performance.

We do not guarantee:

• a particular level of sales
• a particular conversion rate
• a particular SEO result
• a particular reduction in support workload
• uninterrupted operation
• continued availability of third-party platforms
• that Shopify will not change functionality relevant to your project

Our responsibility is to provide the agreed development services with appropriate care and skill.

Cancellation and termination

Either party may terminate a project where the other party materially breaches the agreement and does not remedy that breach within a reasonable period after receiving written notice.

You may also request cancellation of a project for convenience.

If you cancel a project before completion, we will calculate:

• work completed up to the cancellation date
• payments already received
• committed third-party costs reasonably incurred for the project
• any other amounts expressly agreed in the proposal

Any further amount payable or refundable will be determined from that calculation and any rights that apply under law.

Cancellation does not automatically entitle either party to retain money unrelated to work performed or costs properly incurred.

If fees remain outstanding for completed work, ownership of the relevant custom code does not transfer until those amounts have been paid.

If we cancel a project for convenience rather than because of your breach, you will not be charged for development work that has not been performed.

Statutory rights

Nothing in these Service Terms excludes, restricts or modifies any guarantee, right, remedy or protection that cannot lawfully be excluded, including rights that may apply under the Australian Consumer Law.

Where a statutory right or remedy applies, these Service Terms operate subject to that right or remedy.

Limitation of liability

To the maximum extent permitted by law, neither party will be liable to the other for indirect or consequential loss that could not reasonably have been contemplated when the project was agreed.

Where liability may lawfully be limited, our aggregate liability arising from a project is limited to the fees paid or payable to us for the affected project.

This limitation does not apply to liability that cannot lawfully be excluded or limited.

Nothing in this section is intended to exclude or limit rights that cannot legally be excluded or limited.

Dispute resolution

If a dispute arises, both parties agree to first attempt to resolve the issue in good faith.

The party raising the dispute should provide reasonable written details of:

• the issue
• the outcome being requested
• relevant supporting information

Both parties should then make a reasonable attempt to resolve the matter directly before commencing formal proceedings, except where urgent legal relief is required.

Governing law

These Service Terms are governed by the laws of New South Wales, Australia.

The parties submit to the courts and tribunals having jurisdiction in New South Wales, subject to any rights that apply under applicable law.

General provisions

If any part of these Service Terms is found to be invalid or unenforceable, the remaining provisions continue to apply to the extent permitted by law.

A failure to immediately enforce a contractual right does not necessarily waive that right.

Neither party may transfer its rights or obligations under a project agreement to another party without the other party's reasonable consent, except as part of a genuine sale, merger or restructure of the relevant business where the successor assumes the existing obligations.

The accepted proposal and these Service Terms constitute the agreement for the relevant project unless another written agreement expressly replaces them.

Contact details

The Shopify Guys Pty Ltd

ABN 28 672 603 226

Trading as: The Shopify Guys

Email: [email protected]

Postal address:

PO Box 5083

Lavington NSW 2641

Australia