Terms of Service

1 Agreement to Terms

By accessing our website, requesting a quote, purchasing an extension or plugin, or signing a proposal or statement of work, you agree to these Terms and to our Privacy Policy . If you accept on behalf of a company, you confirm you're authorized to bind that company — and "you" then means that company.

If you don't agree with these Terms, please don't use the website, buy our products, or engage our services. Where a signed proposal, statement of work or master services agreement conflicts with these Terms, the signed document wins for that engagement.

2 Definitions

• "Services" — the professional services MageMinds provides: web development, maintenance and upgrades, platform migration, systems integration, AI solutions, digital marketing, and data services.
• "Products" — our ready-made extensions, plugins and related license keys, updates and documentation.
• "Deliverables" — the work product we create for you under an engagement: code, designs, configurations, content, reports and documentation.
• "Proposal" / "SOW" — a written quote, statement of work or order form describing scope, price and timeline for an engagement.
• "Plan" — a recurring maintenance, support or marketing subscription.
• "Client Materials" — anything you provide to us: content, brand assets, data, credentials, specifications.

3 Our Services

MageMinds provides e-commerce development and support services to clients worldwide, including but not limited to:

• Web development — stores, websites and custom applications on Adobe Commerce, Mage-OS, Shopify, WooCommerce, WordPress, Laravel and other stacks.
• Maintenance & upgrades — security patches, version upgrades, monitoring, fixes and feature development under monthly Plans.
• Platform migration — data, design and functionality moves between platforms, including custom migration workflows.
• AI & integrations — PIM, CRM, OMS and HRM implementation, custom datafeeds, and applied AI solutions.
• Digital marketing — SEO, social media marketing, business analytics, tag management and shopping feed management.
• Data services — product management, store management and bulk data entry.

The specific scope of any engagement is defined exclusively by its Proposal or SOW — not by marketing pages, sales conversations or blog posts. If it isn't in the Proposal, it isn't in scope (but we're happy to quote it).

4 Quotes, Proposals & Orders

• Written and fixed. Every engagement starts with a written Proposal stating scope, price, payment schedule and timeline. We honor our quotes — no surprise invoices.
• Validity. Unless stated otherwise, quotes are valid for 30 days from issue.
• Changes in scope. Anything beyond the agreed scope is quoted and approved in writing (a "change order") before we start it. You'll never discover extra work via the invoice.
• Estimates vs. fixed price. Where a Proposal is time-and-materials rather than fixed-price, it will say so clearly, with the applicable rates.
• Free consultations and audits are provided without obligation; they don't create a client relationship or a warranty of results.

5 Extension & Plugin Licenses

When you purchase a MageMinds Product, you receive a non-exclusive, non-transferable license to use it — you do not acquire ownership of the code. Unless the product page or order states otherwise:

• One license, one installation. Each license covers a single production installation (plus reasonable staging/development copies of it). Multi-store and multi-installation licenses are available — ask us.
• Updates & support are included for the period stated at purchase (typically 12 months), covering compatibility updates and bug fixes for supported platform versions.
• Permitted: installing, configuring, and modifying the Product for your own store's needs.
• Not permitted: reselling, redistributing, sublicensing, sharing license keys, or repackaging the Product (modified or not) as a competing offering.
• Refunds. Because Products are digital goods delivered instantly, refunds are handled per our refund policy; we will always fix or replace a Product that fails to work as described on a supported platform version.
• Compatibility. Products are tested against the platform versions listed on the product page. Heavily customized stores may need minor compatibility work — available as a paid service.

6 Client Responsibilities

Good work needs a good partner. You agree to:

• Provide timely inputs — requirements, content, feedback and approvals within the timeframes the project plan assumes. Delays in inputs shift timelines (see Section 12).
• Grant necessary access — admin panels, servers, repositories, analytics and third-party accounts, with the permissions the work requires.
• Own your materials — you confirm you have the rights to all Client Materials you provide, and that they don't infringe anyone's rights or break any law.
• Keep backups before we start — where we're working on a live system, we'll typically make or verify a backup first, but maintaining your own current backup is ultimately your responsibility.
• Use Deliverables lawfully — you're responsible for the content of your store, your compliance with e-commerce, consumer, tax and accessibility laws in your markets, and your own privacy policy.
• Pay on time — per Section 9.

7 Intellectual Property

7.1 Yours stays yours

You retain all rights in your Client Materials and in your pre-existing intellectual property. You grant us a limited license to use Client Materials solely to perform the engagement.

7.2 Custom Deliverables become yours

Upon full payment , custom Deliverables created specifically for your engagement are assigned to you — code, designs, configurations and documentation. Until full payment, Deliverables remain our property and are licensed to you only for evaluation.

7.3 Our tools stay ours

We retain ownership of our pre-existing and generic IP: internal frameworks, libraries, utilities, templates, know-how and our Products. Where Deliverables incorporate such items, you receive a perpetual, royalty-free license to use them as part of your Deliverables.

7.4 Open source

Deliverables often build on open-source software (Magento, Mage-OS, WordPress, Laravel and their ecosystems). Those components remain under their own licenses — we'll flag any license obligations that matter to you.

7.5 Portfolio

We may reference non-confidential aspects of completed work (project type, platform, public outcomes) in our portfolio unless you ask us not to — we'll always honor a no, no questions asked.

8 Third-Party Services & Platforms

Our work typically touches platforms and services we don't control: Adobe, Shopify, hosting providers, payment gateways, marketplaces, Google and Meta products, and others.

• Third-party services are governed by their own terms ; you're responsible for your accounts with them and their fees.
• We're not liable for third-party outages, policy changes, deprecations, price increases or account suspensions — but where our contract covers it, we'll help you respond to them.
• Where we recommend a third-party tool, the recommendation reflects our genuine professional judgment; where an affiliate or partner relationship exists, we'll disclose it.

9 Fees, Payment & Taxes

• Payment schedule. As stated in the Proposal — typically a deposit before work begins, milestones during, and a final payment on delivery. Plans are billed monthly in advance.
• Invoices are due within the period stated on them (default: 14 days). Late payments may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
• Pause for non-payment. If an invoice is significantly overdue, we may pause work and withhold undelivered Deliverables after written notice — we resume as soon as the account is current.
• Taxes. Prices are exclusive of applicable taxes (sales tax, VAT, GST and similar), which are your responsibility and will be added where required.
• Expenses. Third-party costs we incur at your request (licenses, stock assets, paid tools) are passed through at cost with your prior approval.
• Currency. All fees are quoted and payable in US dollars unless the Proposal states otherwise.

10 Maintenance & Subscription Plans

Plans (maintenance, support, marketing or data subscriptions) run month to month under these rules:

• Billing. Charged monthly in advance on the billing date until cancelled.
• What's included is defined by the plan description or Proposal — hours, scope and response targets. Unused hours don't roll over unless your Plan says they do.
• Cancellation. Either side may cancel with 30 days' written notice — no long-term lock-ins, no cancellation fees. Work completed through the notice period is billable.
• Plan changes. You may upgrade or downgrade at any billing boundary; we may adjust Plan pricing with 30 days' notice, and you may cancel if you don't accept the new price.
• Fair use. "Support" means reasonable assistance with the covered scope — not unlimited development. We'll always tell you when a request exceeds the Plan and quote it separately.

11 Revisions & Acceptance

• Included revisions are stated in the Proposal. Additional revision rounds are quoted before we start them.
• Review windows. When we deliver a milestone, you have 10 business days to accept it or report specific issues. After that — or once you use the Deliverable in production — the milestone is treated as accepted.
• Reported issues within the review window that contradict the agreed scope are fixed at no charge. Changes of mind are quoted as change orders — and we'll always tell you which is which before doing the work.
• Warranty fixes. Bugs in our work discovered within 30 days of final acceptance are fixed free of charge, provided the Deliverable hasn't been modified by others in the meantime.

12 Timelines & Delays

We plan carefully and hit our dates — but timelines assume timely inputs and are estimates, not guarantees. A timeline extends day-for-day when:

• inputs, feedback, approvals or access arrive later than the project plan assumes;
• scope changes or new requirements are added;
• third-party platforms, vendors or your other contractors cause delays outside our control;
• events of force majeure occur (outages, disasters, war, pandemics, utility failures and similar events no reasonable precaution could prevent).

When a delay happens, we tell you early, tell you why, and tell you the new date — we don't let you find out at the deadline.

13 Confidentiality & Data Protection

• NDA by default. Each party keeps the other's non-public information confidential, uses it only for the engagement, and protects it with at least the care it uses for its own. This obligation survives the end of the engagement.
• Credentials are stored in an encrypted password manager, shared only with team members assigned to your project, and revoked or rotated at offboarding.
• Personal data is handled per our Privacy Policy ; where we process personal data on your behalf, we act as processor and will sign a Data Processing Agreement on request.
• Exclusions: information that's public, already known, independently developed, or required to be disclosed by law (with notice where permitted).

14 Warranties & Disclaimers

14.1 What we promise

• Services will be performed with professional skill and care, by qualified people, in accordance with the agreed Proposal.
• Products will materially perform as described on their product pages on supported platform versions.
• We have the right to enter these Terms and perform the work, and our Deliverables will not knowingly infringe third-party IP rights.

14.2 What we can't promise

We give honest professional advice — but some outcomes depend on factors nobody controls:

• No guaranteed rankings, traffic or revenue. Search engines, ad platforms and marketplaces change their rules constantly; we commit to best-practice work and transparent reporting, not to specific commercial results.
• No guarantee against third-party actions — algorithm updates, account suspensions, platform deprecations or price changes.
• Website content is provided for general information; it isn't professional, legal or financial advice.

Except as expressly stated in these Terms, and to the maximum extent permitted by law, the website, Products and Services are provided "as is" and all other warranties — express, implied or statutory, including merchantability and fitness for a particular purpose — are disclaimed.

15 Limitation of Liability

To the maximum extent permitted by applicable law:

• No indirect damages. Neither party is liable for indirect, incidental, special, consequential or punitive damages — including lost profits, lost revenue, lost data or loss of goodwill — even if advised of their possibility.
• Cap. Our total aggregate liability arising from an engagement is limited to the fees you actually paid us for that engagement in the three (3) months preceding the event giving rise to the claim — or, for Products, the price paid for the Product.
• Exceptions. Nothing in these Terms limits liability that cannot be limited by law, including liability for death or personal injury caused by negligence, fraud, or willful misconduct.

These caps reflect our pricing: we charge for services, not for insuring your entire business. If you need higher limits, talk to us — we're open to adjusting them for an adjusted fee.

16 Indemnification

By you: you agree to indemnify and hold MageMinds harmless from claims, damages and expenses (including reasonable attorneys' fees) arising from Client Materials you provided, your unlawful use of Deliverables, or your breach of these Terms.

By us: we will indemnify you against third-party claims that a Deliverable we created, used as delivered and unmodified, infringes that third party's intellectual property rights — and at our option we may fix it, replace it, or refund the fees for the affected Deliverable. This doesn't apply to infringement caused by Client Materials, your modifications, or combinations we didn't provide.

17 Term & Termination

• Plans run until cancelled per Section 10 (30 days' notice, either side).
• Project engagements run until the Deliverables are accepted or the Proposal is completed.
• Termination for cause. Either party may terminate an engagement immediately if the other materially breaches these Terms and doesn't cure within 14 days of written notice.
• On termination: you pay for all work performed to date at the agreed rates; we hand over completed work, documentation and your accounts; each party returns or deletes the other's confidential materials on request.
• Survival. Sections on intellectual property, confidentiality, payment, warranties, liability, indemnification and governing law survive termination.

18 Governing Law, Disputes & Changes

18.1 Governing law

These Terms are governed by the laws of the State of [State], United States, without regard to conflict-of-law rules. The parties agree to the exclusive jurisdiction of the courts located there, except that either party may seek injunctive relief anywhere to protect intellectual property or confidential information.

18.2 Good-faith first

Before any formal proceeding, the parties will attempt in good faith to resolve disputes directly for at least 30 days. In our experience almost everything gets solved at this stage — we'd rather fix a problem than litigate one.

18.3 Changes to these Terms

We may update these Terms from time to time; the "Last updated" date reflects the current version. Changes don't apply retroactively to signed Proposals or active engagements — those continue under the terms agreed at signing.

18.4 Miscellaneous

If any provision of these Terms is found unenforceable, the rest remain in force. You may not assign an engagement without our consent (not to be unreasonably withheld); we may assign to a successor in a merger or acquisition. These Terms, plus any signed Proposal and DPA, are the entire agreement between us for the subject matter.