Last Updated: May 14, 2025

Welcome to Ecom Shape (hereinafter – “Company,” “we,” “us,” or “our”). These Terms of Service (hereinafter – “Terms”) govern your access to and use of our services, including software development, consultations, integrations, and other services related to e-commerce solutions (hereinafter – “Services”).

Please read these Terms carefully before using our Services. By accessing or using our Services, you agree to comply with these Terms. If you do not agree with any part of the Terms, you may not use our Services.

1. 1. Definitions
   Client (“you,” “your”): Any individual or legal entity that orders or uses the Company’s Services. Project: A specific set of tasks and works agreed upon between the Company and the Client, detailed in a Service Agreement or Specification. E-commerce Solution: Software products, platforms, integrations, websites, mobile applications, and other digital tools designed for conducting online commercial activities. Service Agreement: A separate document (also may be referred to as a Service Order, Proposal, or Specification) detailing the scope of work, timelines, cost, and other specific conditions of a particular Project. These Terms are an integral part of any such Agreement.
2. 2. Description of Services
   The Company provides services for the development, implementation, configuration, and support of solutions, which may include, but are not limited to:
   • Custom website and e-commerce platform development.
   • Development and integration of ERP, CRM, warehouse systems, and other business systems.
   • Integration of payment gateways, shipping services, and other third-party services.
   • Mobile application development.
   • Technical support and maintenance of developed solutions.
   • Consulting services in the field of e-commerce.
   The specific scope of Services for each Client is determined in a separate Service Agreement.
3. 3. Rights and Obligations of the Parties
   3.1. Company’s Obligations:
   • Provide Services professionally, with high quality, and in accordance with the requirements and deadlines agreed upon in the Service Agreement.
   • Inform the Client about significant stages of Project execution.
   • Maintain the confidentiality of information received from the Client, in accordance with the “Confidentiality” section.
   • Use materials and data provided by the Client exclusively for the purpose of Project execution.
   3.2. Client’s Obligations:
   • Timely provide the Company with complete, accurate, and reliable information, materials (texts, images, brand elements, etc.), and access necessary for providing the Services.
   • Timely make decisions and provide feedback on the Company’s requests.
   • Timely and fully pay for the Company’s Services in accordance with the terms specified in the Service Agreement and the “Cost of Services and Payment Procedure” section.
   • Not use the Services for any illegal activity or activity that violates the rights of third parties.
   • Ensure the availability of all necessary rights and licenses for content and materials provided to the Company for use within the Project.
4. 4. Cost of Services and Payment Procedure
   The cost of Services, payment procedure, and terms are determined individually for each Project and are fixed in the corresponding Service Agreement or commercial proposal. Payment may be made based on a fixed Project cost, an hourly rate, or another method agreed upon by the parties. All payments are made in the currency and by the method specified in the Service Agreement. In case of delayed payment, the Company has the right to suspend the provision of Services and/or charge a penalty in accordance with the terms of the Agreement. The Client is responsible for paying all applicable taxes, fees, and duties associated with ordering the Services.
5. 5. Intellectual Property
   Client’s Ownership: All intellectual property rights to materials provided by the Client (e.g., logos, texts, images) remain with the Client. The Client grants the Company a non-exclusive, royalty-free license to use these materials solely for the purpose of providing Services under the Project. Company’s Ownership (Prior Developments): All intellectual property rights to any prior developments of the Company, including, but not limited to, software code, tools, frameworks, libraries, methodologies, and know-how that the Company uses in providing the Services, remain the property of the Company. Developed Product: Unless otherwise agreed in the Service Agreement, upon full payment for the Services by the Client, the Company transfers to the Client exclusive intellectual property rights to the unique software code and design created specifically for the Client within the Project (hereinafter – “Developed Product”). The Company may grant the Client a license to use elements owned by the Company (Clause 5.2), if they are an integral part of the Developed Product, under the terms defined in the Service Agreement. The Company reserves the right to use general knowledge, skills, experience, and non-confidential ideas obtained during work on the Client’s Project to provide services to other clients, provided that the Client’s confidential information is not disclosed. The Company may mention the fact of cooperation with the Client and use a general description of the Project (without disclosing confidential information) in its marketing materials, portfolio, unless otherwise agreed in writing.
6. 6. Confidentiality
   The parties undertake to maintain the confidentiality of any information received from the other Party in connection with the provision of Services that is designated as confidential or is by its nature confidential (trade secrets, personal data, financial information, business plans, etc.). Confidentiality obligations remain valid for 3 years after the termination of these Terms or the Service Agreement. Disclosure of confidential information is possible only in cases provided for by applicable law or with the prior written consent of the Party that provided such information.
7. 7. Warranties and Disclaimer of Warranties
   The Company warrants that the Services will be provided with due professionalism and diligence. The Company may provide a limited warranty for the Developed Product (e.g., for correcting errors not caused by the Client, within a certain period after launch), the terms of which are detailed in the Service Agreement. Disclaimer of Warranties: Except as expressly stated in these Terms or the Service Agreement, the Company provides the Services “as is” and “as available.” The Company disclaims all other warranties, express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, and non-infringement of intellectual property rights. The Company does not warrant that the Services will be uninterrupted, error-free, secure, or that any defects will be corrected. The Company does not guarantee the Client’s achievement of specific commercial results as a result of using the Services.
8. 8. Limitation of Liability
   To the maximum extent permitted by applicable law, the total aggregate liability of the Company to the Client for any claims arising out of or in connection with the provision of Services (regardless of the form of action: contract, tort, negligence, etc.) shall not exceed the total amount actually paid by the Client to the Company for the Services under the relevant Project within 6 months prior to the date the claim arose, or such other amount as agreed in the Service Agreement. The Company shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including, but not limited to, lost profits, lost data, business interruption, even if the Company has been advised of the possibility of such damages. The Company is not responsible for any damage or harm caused by the Client's actions or inaction, the Client's provision of inaccurate or incomplete information, or the interference of third parties not engaged by the Company. The Company is not responsible for the operation of third-party services, platforms, or APIs integrated within the Project (e.g., payment systems, shipping services), unless otherwise expressly provided in the Service Agreement.
9. 9. Term and Termination
   These Terms come into effect upon their acceptance by the Client (commencement of Services use or signing of a Service Agreement) and remain in force until the Parties fully fulfill their obligations or until terminated. Either Party may terminate the Service Agreement in accordance with the terms specified therein, or by providing the other Party with written notice 30 days prior to the desired termination date. The Company may immediately cease providing Services and terminate the Agreement in case of a material breach of these Terms or the Service Agreement by the Client, in particular, in case of non-payment for Services. Upon termination of the Agreement, the Client is obliged to pay the Company the cost of Services actually rendered up to the termination date. Provisions regarding intellectual property, confidentiality, limitation of liability, and dispute resolution shall survive the termination of the Terms.
10. 10. Force Majeure
    Neither Party shall be liable for non-performance or improper performance of its obligations under these Terms or the Service Agreement if such non-performance is caused by force majeure circumstances that the Parties could not foresee or prevent by reasonable measures. Such circumstances include, but are not limited to: natural disasters, wars, armed conflicts, terrorist acts, civil unrest, strikes (excluding strikes by employees of the respective Party), epidemics, pandemics, decisions of state bodies that make the performance of obligations impossible. The Party for whom force majeure circumstances have arisen must immediately notify the other Party of their occurrence and cessation.
11. 11. Governing Law and Dispute Resolution
    These Terms and any relations arising out of or in connection with them or the provision of Services are governed by and construed in accordance with the laws of Ukraine (or other jurisdiction if your company is registered there). All disputes and disagreements arising between the Parties shall be resolved through negotiations. If a dispute cannot be resolved through negotiations within 30 days, it shall be subject to final resolution in the competent court in accordance with the law specified in Clause 11.1.
12. 12. Changes to Terms
    The Company reserves the right to amend or supplement these Terms at any time. The Company will notify Clients of any significant changes by publishing an updated version of the Terms on its website and/or by sending a notification to the Client’s email address. The date of the last update will be indicated at the beginning of the document. Continued use of the Services after changes have been made constitutes the Client’s agreement to the updated Terms. If the Client does not agree with the changes, they must cease using the Services.
13. 13. Final Provisions
    Notices: All notices, requests, and other correspondence are sent by the Parties to each other in written form (including email, if addresses are agreed). Severability: If any provision of these Terms is found to be invalid or unenforceable, this shall not affect the validity of the other provisions. Entire Agreement: These Terms, together with any Service Agreement concluded between the Company and the Client, constitute the complete and exhaustive agreement between the Parties regarding the subject matter of the Terms and supersede all prior oral or written agreements and representations. No Waiver: The Company's failure to exercise any right or provision of these Terms shall not constitute a waiver of such right or provision in the future.
14. 14. Contact Information
    If you have any questions about these Terms of Service, please contact us:
    Ecom Shape
    Email: [email protected]
    Website: https://ecomshape.info