Email: [email protected]
Website: zundoecom.com
These Terms and Conditions govern the provision of ecommerce services by ZundoEcom. They apply from the moment you engage us, sign a Statement of Work, or use our website. Your online store is a live sales channel that takes payments and sells to your customers, and several provisions in this document address the responsibilities that come with operating it. We ask that you read them in full before any engagement begins. By proceeding, you agree to be bound by these Terms.
1. Acceptance of These Terms
These Terms constitute the agreement between ZundoEcom (“we”, “us”, “our”) and the organization engaging us (“you”, “the Client”). They apply together with any Statement of Work and our Privacy Policy. Where a Statement of Work and these Terms conflict on a specific project matter, the Statement of Work governs that matter. You represent that you are at least 18 years of age and that you have authority to bind your organization to this agreement.
2. Definitions
- “Services” means our ecommerce consulting, including strategy, storefront development, integration, automation, migration, training, and managed support.
- “Store” means your online storefront, including the catalog, checkout, and connected systems we build or configure for you.
- “Platform” means the third-party ecommerce platform on which your Store runs, such as Shopify, WooCommerce, Magento, BigCommerce, or Salesforce Commerce Cloud.
- “Statement of Work” or “SOW” means the executed brief setting out the scope, deliverables, timing, and price for an engagement.
- “Deliverables” means the storefront builds, themes, checkout configurations, integrations, automations, and documentation we produce.
- “Apps” means the third-party plugins, extensions, and applications installed on your Store.
- “Confidential Information” means non-public information disclosed by either party, including business plans, customer data, pricing, and internal processes.
3. Scope of Ecommerce Services
Our work covers ecommerce strategy and planning, storefront development, integration, automation, migration, and managed services. The precise scope for your engagement is set out in the SOW. We determine the methods and tools used to perform the work, in accordance with sound professional practice, unless the SOW provides otherwise. We may engage vetted specialist subcontractors, and where we do so, we remain responsible for the work and bind them to the same confidentiality and data protection obligations we owe to you. Work outside the agreed scope constitutes additional scope, requires written agreement, and may affect both cost and timing.
4. Store Availability and Performance
Your Store runs on a third-party Platform that we do not host or control. We do not warrant that your Store will be available without interruption, will operate without error, or will achieve any particular speed or performance, all of which depend on the Platform, the Apps installed, your catalog size, traffic levels, and changes you or others make after handover.
Subject to our obligation to perform with reasonable skill and care, we are not liable for lost sales, lost revenue, or other loss arising from Store downtime, slow performance, checkout failures, or Platform or App outages. Where the SOW includes managed services, our monitoring and response obligations are as set out in that SOW, and any response target describes when we will begin to act, not a guarantee of resolution.
5. Payment Processing and PCI Compliance
We configure and connect payment gateways for your Store. We do not process payments, do not act as a payment processor or money services business, and do not store cardholder data. Your merchant accounts and your agreements with payment processors and gateways are yours, and you are responsible for complying with their terms.
You are responsible for the PCI DSS compliance of your Store, which rests primarily with you, your Platform, and your payment providers. We are not liable for declined transactions, chargebacks, payment disputes, account holds, processing fees, payment fraud, or any act or omission of a payment processor or gateway. Where we configure tax collection at checkout, we do so in accordance with the tax settings and determinations you provide, and you remain responsible for the correctness of sales tax, VAT, or other transaction taxes and for their remittance.
6. Product Catalog, Pricing, and Listings
You are responsible for the accuracy of all product data, descriptions, images, and prices, whether you supply them or we load them on your instruction. We are not liable for any order, loss, or dispute arising from incorrect pricing, mis-description, or other catalog error, including a product published at the wrong price. Where an order results from such an error, you are responsible for honoring or cancelling it in accordance with applicable law and your own policies.
7. Consumer Law and Store Policies
You sell directly to your customers, and you are solely responsible for the legality of what you sell and how you sell it. This includes consumer protection law, distance-selling and cancellation rights, returns and refund obligations, product safety and labeling, advertising and pricing rules, restrictions on age-restricted or prohibited goods, taxes on sales, and any applicable accessibility requirements.
You are responsible for your Store’s terms of sale, privacy policy, returns policy, and other customer-facing policies. We may implement policies that you provide, but we do not draft or warrant them, and nothing we provide constitutes legal advice. We are not a party to the contract of sale between you and your customers, and we are not liable for any claim arising from that contract or from the goods or services you sell.
8. Customer Data and Privacy
Your Store collects personal data about your customers, including contact and order information. Where we process that data on your behalf, we act as your processor and handle it in accordance with applicable data protection law, including the GDPR and the CCPA where they apply. You act as the controller and remain responsible for the lawful basis for that processing and for your customer-facing privacy notices. Where a data processing agreement is required between the parties, we will enter into one, and it shall apply alongside these Terms.
Where we configure marketing automation such as abandoned-cart or win-back messaging, you remain responsible for compliance with anti-spam and electronic marketing law, including obtaining any required consent and providing a functioning unsubscribe mechanism.
9. Replatforming, Migration, and SEO
Where the SOW includes migration, we transfer product data, customer records, and order history, and configure SEO redirect mapping, in accordance with the agreed plan. You are responsible for maintaining a complete backup of your existing store before migration and for reconciling the migrated data once it is in place.
Search rankings and organic traffic are determined by search engines using factors outside our control. We apply recognized technical practice and redirect mapping to limit disruption, but we do not warrant the preservation of rankings, traffic, or revenue following a migration, and a period of fluctuation is common after replatforming. We are not liable for any loss of ranking, traffic, or sales arising from a migration.
10. Automation, Pricing Rules, and AI Features
Automations such as order-routing rules, low-stock alerts, abandoned-cart flows, and dynamic pricing rules execute the parameters you approve. You are responsible for those parameters. We are not liable for any outcome produced by an automation operating correctly on your settings, including a price generated by a dynamic pricing rule you configured.
Where we configure AI-driven features such as product recommendations, pricing optimization, or demand forecasting, the outputs are estimates that are probabilistic rather than certain. They may be inaccurate, require human oversight, and must not be relied upon as guarantees.
11. Inventory and Order Integrations
Where we integrate inventory or order systems, accurate stock levels depend on your inventory and warehouse systems and on third-party providers and their synchronization timing. We are not liable for overselling, stockouts, or inventory discrepancies arising from your source systems, synchronization delays, or third-party providers. Order fulfillment, shipping, and customer service remain your responsibility. We build the flows that move order data; we do not fulfill orders or handle your customers.
12. Third-Party Platforms, Themes, and Apps
Your Store relies on a third-party Platform and on third-party themes and Apps, each of which is supplied by a third party under its own terms, pricing, and support arrangements. Subscription and licence fees for the Platform, themes, and Apps are your responsibility. Platform or App updates may change behavior or disable functionality, and any resulting remediation constitutes additional work unless an active managed services plan covers it. We do not warrant any third-party theme or App, and your use of any licensed theme or asset is subject to the terms of the applicable third-party licence.
13. Client Responsibilities
The success of an ecommerce engagement depends materially on your participation. You agree to provide the access and credentials the work requires, to supply accurate brand assets, product content, and policies in a timely manner, to designate a single decision-maker authorized to approve work and respond to queries promptly, to review and test each Deliverable within the period set in the SOW or, failing that, within ten business days, and to maintain the Platform, theme, and App licences your Store requires. Where information or approvals are provided late, incompletely, or inaccurately, timelines may be extended and costs may increase.
14. Fees and Payment
Fees are set out in the SOW or invoice prior to the commencement of work. Additional scope is quoted separately and provided before such work begins. Invoices are due within fourteen days of the invoice date unless the SOW provides otherwise, and any deposit, where it applies, is non-refundable. Overdue invoices accrue interest at 1.5% per month, or the maximum rate permitted by law if lower. We may suspend work on any account more than fifteen days past due, and such suspension does not discharge amounts already owed. Payments are non-refundable once work has commenced. You are responsible for all applicable taxes and for any pre-approved out-of-pocket expenses we incur.
15. Revisions and Acceptance
Each Deliverable includes up to two rounds of revision at no additional charge unless the SOW specifies otherwise. Revision requests must be submitted in writing and must clearly identify the changes sought. Additional rounds are billed at our standard hourly rate. If you provide no written feedback within ten business days of delivery, the Deliverable is deemed accepted. You are responsible for testing your Store, including its checkout, across devices before launch.
16. Intellectual Property
Our frameworks, reusable components, and methods remain our exclusive property and are not transferred to you. Upon receipt of payment in full, you are granted a perpetual, non-exclusive, non-transferable licence to use the final Deliverables, including any bespoke storefront work built for you, within your business. Your brand assets, product content, and pre-existing materials remain yours, and you grant us a limited licence to use them solely to perform the Services. We may reference the engagement in anonymized form for our portfolio unless you instruct us otherwise in writing.
17. Confidentiality
Each party shall protect the other’s Confidential Information and use it only for the purposes of the engagement. This obligation does not extend to information that is or becomes public through no fault of the receiving party, was already known to it, was independently developed, or was lawfully obtained from a third party without restriction. The obligation survives for two years following the end of the engagement, and indefinitely in respect of any trade secret.
18. No Guarantee of Sales or Conversion
Our role is to build and optimize the systems that support online selling. We make no guarantee as to sales, revenue, conversion rate, average order value, traffic, or any other commercial outcome. Such results depend on your products, pricing, market, traffic sources, fulfillment, and numerous factors outside our control. Any figures or examples we provide are illustrative only and do not constitute a commitment.
19. Limitation of Liability
To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with these Terms, any SOW, or the Services shall not exceed the fees paid by you to us in the twelve months preceding the event giving rise to the claim, or one hundred US dollars where no fees have been paid.
We shall not be liable for any indirect, incidental, special, or consequential loss, including loss of profit, loss of revenue, loss of sales, loss or corruption of data, business interruption, or reputational harm, even if advised of the possibility of such loss. Without limiting the foregoing, we shall not be liable for losses arising from Store downtime, payment processing, chargebacks, the goods or services you sell, or the acts of any third-party Platform, App, or processor. Where applicable law prohibits these limitations, our liability shall be limited to the minimum extent permitted by that law.
20. Disclaimers and Warranties
Our website and any digital resources we provide are offered on an “as is” and “as available” basis, without warranty of any kind. To the maximum extent permitted by law, we disclaim all implied warranties, including those of merchantability, fitness for a particular purpose, and non-infringement. We warrant only that the Services will be performed with reasonable skill and care, and this is your sole and exclusive warranty in respect of the Services.
21. Indemnification
You agree to indemnify and hold harmless us, our personnel, and our subcontractors against any claim, loss, or cost, including reasonable legal fees, arising out of your use of the Services or Deliverables, the goods or services you sell, the product content and pricing you provide, your customer-facing policies, your breach of consumer or marketing law, your breach of these Terms, or any infringement of third-party rights by materials you provide.
22. Term and Termination
These Terms take effect upon your first use of the Services or first executed SOW and continue until all active SOWs have been completed, unless terminated earlier. Either party may terminate an engagement on thirty days’ written notice, in which case you shall pay for all completed work and committed costs. Either party may terminate immediately, on written notice, if the other materially breaches these Terms and fails to cure within fifteen days of notice, or becomes insolvent or ceases to trade. On termination, we will, at your written request made within thirty days, provide a reasonable handover and return or delete the data in our possession, save where retention is required by law. The provisions relating to intellectual property, confidentiality, data protection, limitation of liability, indemnification, and dispute resolution survive termination.
23. Non-Solicitation and Independent Contractor Status
For twelve months following the end of an engagement, neither party shall directly solicit the personnel of the other who were involved in it, without prior written consent. General public advertisements are excluded from this restriction. We act as an independent contractor, and nothing in these Terms creates an employment, partnership, or agency relationship between the parties.
24. Force Majeure
Neither party shall be liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, pandemics, government action, war, labor disputes, power or network failures, cyberattacks, or outages affecting the ecommerce platforms, Apps, or payment systems on which your Store relies. The affected party shall notify the other promptly and take reasonable steps to limit the impact.
25. Governing Law and Disputes
These Terms are governed by and construed in accordance with the laws of [Insert Governing State / Country], without regard to its conflict-of-laws principles. The parties shall first seek to resolve any dispute through good-faith negotiation. If the dispute is not resolved within thirty days of written notice, it shall be referred to binding arbitration at [Insert Arbitration Location] under the rules of the relevant arbitration body. The prevailing party shall be entitled to recover its reasonable legal fees and costs.
26. General Provisions
If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force and the affected provision shall be modified to the minimum extent necessary to render it enforceable. A failure to enforce any right shall not constitute a waiver of it. You may not assign your rights without our prior written consent, although we may assign ours to a successor entity. These Terms, together with any SOW and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior understandings on the same subject matter. We may amend these Terms from time to time and will provide at least thirty days’ notice of any material change; continued use of the Services constitutes acceptance. Where we provide a translation, the English version shall prevail.
27. Contact Us
For any question concerning these Terms, please contact us:
Email: [email protected]