These terms apply to every contract for services between Client and chillicommerce. Please read them carefully before you confirm a scope of work with us. By confirming a proposal, signing a statement of work, or sending a purchase order, you agree to be bound by these terms and any documents referred to in them. We’d suggest keeping a copy for your records.
Agreement: the contract formed between the Client and chillicommerce once a Scope of Work has been confirmed and accepted under clause 3.
Client: the company, partnership, organisation, sole trader or other business entity purchasing Services from chillicommerce.
Client Contact: the individual nominated by the Client to manage the project on their behalf, as set out in clause 6.
Deliverables: anything chillicommerce produces in connection with the project, including Magento, Adobe Commerce, Shopify or Hyvä builds, themes, integrations, custom modules, AI-driven SEO or content assets, audits, reports, strategy documents and drafts of any of the above.
Materials: content, data, branding, credentials, product feeds, images or other assets supplied by the Client for use in the project.
Platform: the eCommerce platform, CMS, storefront or related software environment the Services relate to (for example Magento, Adobe Commerce, Shopify or a headless setup).
Project Plan: the timeline, milestones and phases set out in the Scope of Work.
Scope of Work: the document (proposal, statement of work or equivalent) describing the project, deliverables, timeline and charges.
Services: the Magento development, Adobe Commerce development, Shopify development, AI SEO, agentic commerce, support and maintenance, or other services chillicommerce agrees to provide under the Agreement.
chillicommerce: the eCommerce brand and trading name of company number 06683439, registered in England and Wales, with registered office at Moorgate House, 7b Station Road West, Oxted, Surrey RH8 9EE. chillicommerce’s London contact office is at 16 Upper Woburn Place, London WC1H 0AF, United Kingdom.
These terms form part of every Agreement and take priority over any conflicting terms in a Client purchase order or other document, unless we’ve agreed a variation in writing signed by an authorised chillicommerce representative.
When you confirm you’d like to proceed with a Scope of Work, whether by email, signed proposal or purchase order, that confirmation is treated as an offer to purchase the Services on these terms. The Agreement comes into effect once chillicommerce acknowledges that offer or begins work, whichever happens first. Any standard terms attached to your purchase order do not apply to the Agreement.
Quotes and Scopes of Work are valid for 30 days from the date issued unless stated otherwise. After that window, pricing, timelines and platform-specific recommendations may need to be revisited, particularly where they depend on Magento, Adobe Commerce or Shopify release cycles, third-party extension pricing, or search engine ranking factors that change over time.
5.1 We will use reasonable skill and care to deliver the Services and Deliverables in line with the Project Plan.
5.2 Milestone dates in the Project Plan are estimates. We’ll do our best to hit them, but time is not of the essence unless a Scope of Work says otherwise in writing.
5.3 We’ll assign a project lead for your engagement and try to keep the same person in place throughout, though we may need to change this where reasonably necessary.
5.4 Where Materials supplied to us appear to infringe a third party’s rights, or contain unlawful, defamatory or offensive content, we’re not obliged to use them or to build Deliverables around them.
You agree to:
Where we’re not given timely access, feedback or sign-off, the Project Plan will be adjusted accordingly, and we reserve the right to invoice for any additional cost this causes.
The Client agrees not to solicit, entice away, employ or attempt to employ any chillicommerce employee or subcontractor who has worked on the Client’s project, without chillicommerce’s prior written consent, for 9 months after the Services end. Where chillicommerce gives that consent, it may be conditional on the Client paying chillicommerce a sum equal to 20% of the individual’s then-current annual remuneration, or 20% of the remuneration the Client intends to pay them, whichever is higher.
If either party wants to change what’s included in a project, that request should be put in writing. We’ll respond with a written estimate covering the time required, any change in charges, and the effect on the Project Plan. No change takes effect until both parties agree the revised terms in writing.
8.1 Where Services are charged on a time-and-materials basis, charges are calculated against our current day rates, based on an eight-hour working day, Monday to Friday, excluding UK public holidays. Work outside these hours may be charged at an agreed overtime rate.
8.2 Where Services are charged at a fixed price, this is set out in the Scope of Work and invoiced in instalments against agreed milestones, unless stated otherwise.
8.3 Fixed prices exclude reasonable third-party costs (for example, paid extensions, premium themes, hosting or licence fees) and VAT, both of which are added to invoices where applicable.
8.4 Invoices are payable in full within the timeframe stated on the invoice. Late payment may result in interest being charged in line with the Late Payment of Commercial Debts (Interest) Act 1998, and we reserve the right to pause Services, including hosting, support or live campaign activity, until payment is received.
8.5 Time for payment is of the essence of the Agreement.
This clause applies specifically to Magento, Adobe Commerce, Shopify, Hyvä or other Platform build and development work.
9.1 We’ll provide staging access or previews at agreed milestones for your review. Once you’ve signed off a milestone in writing, we’re not responsible for further changes needed to correct errors in Materials you supplied, design decisions you approved, or specification points already agreed, unless raised through the change process in clause 7.
9.2 Once development is complete, you’ll have five working days to test the store against the agreed specification and report any non-conformances in writing. We’ll fix genuine defects within a reasonable time and resubmit for testing. This review-and-fix cycle can repeat up to three times; beyond that, either party may end the Agreement, and any non-refundable deposit or fixed price already paid is retained by chillicommerce for work completed to that point.
9.3 We warrant that a newly built store will perform substantially in line with the agreed specification for 30 days after go-live or sign-off, whichever is earlier. This warranty doesn’t cover issues caused by Materials you supplied, third-party extensions or integrations outside our control, or changes made to the store after go-live by you or a third party.
9.4 Where ongoing support or maintenance is included, the scope and terms of that support are set out in the relevant Scope of Work or support agreement.
9.5 We don’t guarantee that a store or Platform will run free of interruption or error, and we’re not responsible for delays or losses caused by issues with hosting providers, payment gateways, third-party extensions, or the wider internet outside our control.
9.6 Where we’re asked to build on the then-current version of Magento, Adobe Commerce or Shopify, we build to the specification current at the time of build and can’t guarantee compatibility with future platform releases unless a separate maintenance agreement is in place.
9.7 Where chillicommerce provides the Client with a licensed IP address as part of the Services, that IP address reverts to chillicommerce on termination of the Agreement, for any reason, to the extent permitted by law. The Client must stop using the address from that point, and chillicommerce may reassign it to another client afterwards.
9.8 chillicommerce may, at its sole discretion, suspend a store or Platform it hosts, in whole or in part, if chillicommerce is entitled to terminate the Agreement, if suspension is needed to carry out scheduled or emergency maintenance, or if suspension is required to comply with an order, instruction or request from a government body, emergency service or other competent authority. Exercising this right of suspension doesn’t waive any other right or remedy chillicommerce may have under the Agreement.
9.9 chillicommerce may include a “Designed and developed by chillicommerce” credit on the store’s homepage, or in another suitable location, in a form chillicommerce determines.
10.1 Search engine and AI Overview visibility depends on factors outside chillicommerce’s control, including algorithm updates, competitor activity, and how AI search engines choose to surface content. We don’t guarantee specific rankings, traffic volumes or positions in AI-generated answers, and no claim can be made against chillicommerce on the basis that a particular outcome wasn’t achieved.
10.2 Content, keyword strategies and technical SEO recommendations are based on data and best practice understood at the time of delivery. Where third-party platforms or search engines change their approach after delivery, further work to adapt strategy will usually fall under clause 7.
10.3 Where the Client supplies statistics, pricing, claims or testimonials for use in published content, the Client is responsible for their accuracy. chillicommerce will flag anything it can’t verify before publishing but is not liable for inaccuracies in Client-supplied data.
11.1 Unless agreed otherwise in writing, Intellectual Property Rights in the Deliverables (excluding your Materials) belong to chillicommerce. We grant you a worldwide, royalty-free, non-exclusive licence to use the Deliverables for the purpose the project was intended, for as long as the Agreement remains in effect or as otherwise agreed in the Scope of Work. If chillicommerce terminates the Agreement under clause 15, this licence ends automatically at the same time.
11.2 Custom code, bespoke modules and store builds paid for in full and delivered to the Client become the Client’s property on final payment, excluding any underlying frameworks, methodologies or reusable components owned by chillicommerce or third-party extension providers.
11.3 You may not resell, sub-license or redistribute Deliverables to third parties without our written consent, and may not reverse engineer or create derivative products from custom software we’ve built, other than for your own internal use of the store or Platform.
11.4 You indemnify chillicommerce against claims arising from Materials you supply that infringe a third party’s Intellectual Property Rights.
Each party agrees to keep the other’s confidential business information, including pricing, technical specifications and commercial strategy, confidential, and to only share it with employees, contractors or agents who need it to deliver the project, under equivalent confidentiality obligations. This clause survives termination of the Agreement.
chillicommerce may refer to the fact that it has worked with the Client, including in case studies, credentials lists and marketing materials, unless the Client requests otherwise in writing. Any specific figures, quotes or detailed case study content will be agreed with the Client before publication.
14.1 Nothing in these terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be limited or excluded under English law.
14.2 Subject to clause 14.1, chillicommerce is not liable for loss of profits, loss of business, loss of anticipated savings, loss of goodwill, or any indirect or consequential loss arising from the Agreement.
14.3 Subject to clause 14.1, chillicommerce’s total liability in any calendar year is limited to the total fees paid by the Client to chillicommerce under the relevant Agreement in that calendar year.
15.1 Either party may end the Agreement if the other party fails to pay sums due and remains in default 14 days after written notice, or commits a material breach that isn’t remedied within 14 days of being asked to do so in writing.
15.2 Either party may also terminate if the other becomes insolvent, enters administration, or is otherwise unable to pay its debts as they fall due.
15.3 All sums owed to chillicommerce become due immediately on termination of the Agreement, regardless of any other provision, without prejudice to any right to claim interest under the law or the Agreement.
15.4 Where chillicommerce terminates the Agreement other than under clause 15.1 or 15.2, chillicommerce will promptly return the Client’s electronic Materials and, where relevant, provide the Client with an electronic copy of the store or Platform, including its content. Where chillicommerce hosts a store or Platform on the Client’s behalf, we’ll provide reasonable assistance transferring hosting to a new provider, charged on a time-and-materials basis, provided outstanding invoices have been settled.
chillicommerce isn’t liable for delays or failures caused by events outside our reasonable control, including but not limited to industrial action, utility or hosting provider outages, extreme weather, government restrictions, or failures of third-party platforms and payment providers.
17.1 Where chillicommerce processes personal data on the Client’s behalf, chillicommerce warrants that it will:
17.2 In this clause 17, “personal data” has the meaning given to it under UK GDPR and the Data Protection Act 2018.
Entire agreement: the Agreement, made up of these terms and the relevant Scope of Work, is the entire agreement between the parties for that project.
Assignment: the Client may not transfer its rights or obligations under the Agreement without chillicommerce’s written consent. chillicommerce may assign or subcontract elements of the Services where reasonably necessary.
No partnership: nothing in the Agreement creates a partnership or agency relationship between the parties.
Severance: if any part of these terms is found unenforceable, the rest of the Agreement remains in effect.
Waiver: failing to enforce a right under the Agreement at any point doesn’t waive that right for the future.
Rights and remedies: the rights and remedies set out in the Agreement are in addition to, not instead of, any rights or remedies either party has under the law.
Third party rights: the Agreement is between chillicommerce and the Client only. No one else has any right to enforce any of its terms, except each party’s successors and permitted assignees.
Notices: notices under the Agreement should be sent in writing by email or post to the registered addresses of the parties.
These terms, and any dispute arising from them, are governed by the law of England and Wales. Both parties agree that the courts of England and Wales have exclusive jurisdiction over any related dispute.