Terms of Service

Last updated: October 4, 2026

These Terms govern every Arctic Grey engagement and your use of our website. They open with how Bulk Hours work, because the model is the point: senior capacity at one rate, redirected whenever your priorities change, with every hour on one ledger you can see.

  • Hours, not change orders. Tasks evolve on multi-month projects. You buy capacity rather than a fixed task list, so a new idea never needs a new contract.
  • Faster work, more hours left. AI is making our team faster, so work often takes fewer hours than quoted. The hours you don’t use stay in your bank for the next priority.
  • Pivot whenever you need to. Send a Redirection by email, Slack or ticket. We act on it within one business day, inside the hours you already have.
  • Our incentives match yours. We do best when every hour delivers the most value. If we earn it, you buy the next Block. If we don’t, you won’t.

How Bulk Hours work

In short: You buy senior capacity in hours, at one rate that already includes our people, our tools and our AI. Hours draw down as work is delivered, on one ledger you can see.

One rate, everything included

Bulk Hours are prepaid hours of Arctic Grey capacity across every discipline we offer, including architecture, design, development, optimization, AI operations and support. You buy them in Blocks, through our website or under an Order Form, and they draw down against the Ledger as work is delivered. Bulk Hours are a purchase of flexible capacity, not a fixed-scope deliverable contract. Anything described in a Plan of Record is produced within your purchased hours, not in addition to them. Bulk Hours are the standard model for on-demand work, including after a project reaches acceptance or Go-Live, and you may also buy them on their own.

Our standard published rate is $220 per hour, with lower rates for larger Blocks and recurring plans, as shown at checkout. An Order Form may set an engagement-specific Blended Rate. Whatever the rate, it is inclusive by design. One hour covers (a) the senior, specialized people assigned to the work and (b) the enterprise software, infrastructure and artificial intelligence that let them work faster, more accurately and at higher quality than a conventional agency. Arctic Grey invests millions of dollars a year to license, operate and upgrade that stack, and the investment is built into the rate rather than charged to you as separate line items. You will never receive a separate invoice for our software subscriptions, seats, licenses, API or token usage, AI compute or similar internal operating costs.

This does not cover third-party services, accounts, apps or subscriptions that belong to you or your store. Those remain your responsibility under Client responsibilities and Third-party tools and platforms.

The tools behind every hour

The stack funded through the rate includes, as representative examples:

  • Team communication: Slack.
  • Work management and time tracking: Monday.com and Time Doctor.
  • Meetings, knowledge capture and productivity: Fireflies and the Google Workspace suite (Gmail, Drive, Docs, Sheets and Calendar).
  • Artificial intelligence and large language models: Claude (Anthropic), ChatGPT and Codex (OpenAI), Google Gemini, Grok (xAI) and AI-assisted development environments such as Cursor, together with the associated API, token and compute costs.
  • Design and prototyping: Figma.
  • Commerce, code and infrastructure: Shopify and Shopify Plus, GitHub, Amazon Web Services and Cloudflare.
  • Marketing, customer and revenue tooling: Klaviyo, Apollo, Zendesk, Intercom and Calendly.
  • Contracts and e-signature: DocuSign.

This list changes as we add, replace or upgrade tools, so that we always work with current technology and information. The included nature of the stack does not change.

What draws down hours

All work we perform on your behalf draws down your Bulk Hours balance, including scoping, research, design, development, QA, testing, deployment, project management, meetings, written communication, revisions and bug fixes after acceptance. We deduct time in increments that reflect the actual effort each task requires, using whatever combination of expert labor and tooling produces the best result most efficiently. Human and AI effort are both counted in hours, as described in Logging and transparency.

Hour estimates are planning figures, not caps or fixed quotes, and actual time may be higher or lower. We flag a low balance in the weekly report. When your balance reaches zero, work pauses until you buy more Bulk Hours, and any resulting delay is a Client-caused delay under Client responsibilities.

Why the model works in your favor

The model gives your business a team equipped with enterprise software and frontier AI, without the multi-million-dollar annual cost of licensing, integrating and maintaining that stack yourself. The goal is better, faster and more cost-effective delivery than a conventional agency, with greater accuracy and higher quality per hour.

Flexibility by design

In short: Plans change, and the contract shouldn’t get in the way. Tell us where to point your hours next and we move, with no change order and no new paperwork.

Redirection replaces change orders

Tasks evolve, especially on multi-month projects. The plan on day one is rarely the plan on day ninety, and fixed-task pricing turns every new idea into a change order, a renegotiation and a delay. Bulk Hours remove that friction. Because you buy hours rather than a fixed scope, changing direction carries no administrative overhead: no scoping documents, no change-order queues and no renegotiation. Delivery time goes to delivery.

You may issue a Redirection at any time to reprioritize, refocus or repurpose your remaining Bulk Hours. Email, your shared Slack channel or a ticket is enough. No signature, amendment or Change Order is required. We will act on a Redirection within one business day of receiving it.

A Redirection must come from your authorized point of contact or from someone they have named to us in writing. We may decline a Redirection that falls outside the services we offer, would breach the law or a third party’s terms, or needs more hours than your balance holds, and we will tell you why.

Plans of Record evolve

Each Block may carry a Plan of Record, the prioritized statement of what we intend to deliver with those hours. It is our shared target, not a fixed-scope promise, and it is expected to change as the work teaches us more. Reprioritizing, resequencing, adding or removing items is handled by Redirection, never by amendment, Change Order or re-papering.

Team elasticity

Within a Block, you may move us between modes as your needs change: advisory and architecture only, embedded problem-solving, or hands-on delivery such as data migration, platform setup, application development or QA. Where another vendor holds primary build responsibility, we will support, backfill or accelerate as you direct, without a contract change. We are not responsible for another vendor’s work.

Portability

Bulk Hours are portable across your projects, brands, subsidiaries and Affiliates. Hours bought for one initiative may be redirected to any of your other initiatives at the same Blended Rate. The entity that bought the hours remains responsible for all hours and fees, whichever entity the hours are used for. Portability is not a transfer: Bulk Hours may not be sold, assigned or transferred outside your own business, subsidiaries and Affiliates.

Impact advisories

When a Redirection materially affects a Plan of Record date or the run-out of a Block, we will tell you in writing within two business days, with a refreshed run-out projection, so you can weigh the trade-offs with full information.

AI makes hours go further

In short: AI often makes our work faster than estimated. You are charged only for time logged, so unused hours stay in your bank, and if a task runs longer, the extra time draws down too.

AI is improving quickly, and our team uses it across research, design, code, testing and project management. As a result, work often takes fewer hours than quoted. On Bulk Hours, you are never billed a fixed price that assumed slower work. We draw down only the time actually logged for each task, including AI usage converted under the Token-to-Time Conversion, and the hours you do not use stay in your balance for your next priority. Bulk Hours never expire.

The same rule works in both directions. Estimates are planning figures, not caps or fixed quotes, and if a task takes longer than estimated, the additional hours draw down too. We do not promise a particular saving on any task, and nothing in this section changes Warranties and disclaimers.

Our incentives match yours

In short: We do best by delivering the most value per hour: if we do, clients stay, and if we don’t, they leave. Efficiency is in our interest.

Under fixed-task pricing, the savings from faster work stay with the agency. Under Bulk Hours, faster work leaves more hours in your bank, and the only way we grow with you is by earning your next Block. Every hour is logged at task level and shown to you, so the value of each one is easy to judge.

Each Block is a separate purchase. Buying one does not oblige you to buy another unless a Signed Agreement says so. Commitments you do make, including installment plans, are binding as set out in Payment terms.

Logging and transparency

In short: Every hour, human or AI, lands on one ledger that recomputes nightly. Every Monday you get an itemized report of the previous week, to the minute, with 10 business days to question any entry.

Who this applies to

The Ledger, your client audit pages, the Monday report and the Token-to-Time Conversion apply to every Arctic Grey client and to all Bulk Hours, whether you buy through arcticgrey.com or under a Signed Agreement, and with or without an MSA. They apply to all work delivered on or after October 2, 2026, including work drawn from hours bought before that date.

Human hours

Our team’s time is captured through Time Doctor at task level and posted to the Ledger.

AI hours and Token-to-Time Conversion

AI does real delivery work, so its usage counts. We meter AI usage in tokens for each task, convert it to hours with the Token-to-Time Conversion, our proprietary formula, and post those hours to the same Ledger as human time. The result is one currency, the hour, however the work was performed. The conversion is applied consistently across clients at the engagement’s standing ratio, conversion postings are itemized on the Ledger, and a summary of the methodology is available for review under a non-disclosure agreement. AI usage never bills outside your Bulk Hours, and you will never receive a separate token invoice.

Nightly ledger and audit pages

The Ledger is our system of record for hours delivered and remaining. It recomputes nightly, and your client-facing audit pages itemize consumption to task level. On request, we will refresh a full effort-and-spend audit for a governance event, such as a board review.

The Monday report

Every Monday at 9:00 AM Eastern Time, you receive a complete report of all work performed in the previous week, itemized to the minute. Each task is listed with the exact time spent on it (whether eight minutes or eight hours), the work completed and its current status: in design, in development, in QA, in staging or testing, awaiting client or manager approval, or completed. Hours logged and the remaining Bulk Hours balance are shown for each project, giving you a running record of where every hour has gone and where each task stands.

Records and acceptance

Our time entries, Ledger postings and weekly reports are our records of the Services performed and the basis for all Bulk Hours deductions. If you do not send a written, itemized objection to a weekly report within 10 business days of the date it is sent, the report is deemed accepted as accurate. Absent manifest error, our time records are final. Billing concerns follow the dispute-first process in Payment terms, and our Refund Policy explains how we review them.

About these Terms

In short: These Terms apply to every engagement and every purchase, including those made under an earlier version. If you have signed an MSA, Order Form or SOW with us, that document wins wherever it says something different.

Who we are

Arctic Grey, Ltd. (“Arctic Grey,” “we,” “us” or “our”) is an active private limited company registered in England and Wales (company number 10123951), with its address at International House, 142 Cromwell Road, London SW7 4EF, United Kingdom. We provide custom Shopify development, eCommerce solutions, consulting, Bulk Hours, project-based services and related services (together, the “Services”).

Agreeing to these Terms

These Terms of Service (“Terms”), together with any Signed Agreement, exclusively govern all Services and your use of our website and any related materials. These Terms are incorporated by reference into every Signed Agreement and apply to all users and clients and to their Affiliates, subsidiaries and representatives.

By signing a Signed Agreement, making any payment (including a deposit or Bulk Hours purchase), authorizing us to start work or accessing any Deliverables, you (“Client,” “you” or “your”) irrevocably agree to be bound by these Terms in full.

Business use only

This is a business-to-business agreement. You represent and warrant that you are entering into it solely in the course of your business and not as a consumer, that you have full authority to bind your entity, and that you have read and understood every provision.

Order of precedence

If a Signed Agreement conflicts with these Terms, the Signed Agreement prevails, but only to the extent of the conflict. On every matter a Signed Agreement does not address, these Terms apply. These Terms prevail over any conflicting or additional terms in any purchase order, client terms and conditions, vendor portal, invoice or other document that is not a Signed Agreement, even if we acknowledge or process it.

Which version applies

We may update these Terms by posting a revised version on this page. For material changes, we will also email active clients before the change takes effect. Your continued engagement of the Services or use of any Deliverables after we post it constitutes acceptance of the changes. This version takes effect on October 2, 2026. From the date it takes effect, the version posted at arcticgrey.com/policies/terms-of-service governs every client and every engagement, including Bulk Hours and engagements purchased under an earlier version, and it controls over any earlier copy you may hold.

Definitions

In short: The capitalized terms used throughout these Terms mean exactly what this table says.

Term Meaning
Affiliate Any entity that controls, is controlled by, or is under common control with you.
Arctic Grey IP All pre-existing or generally applicable intellectual property, code libraries, tools, methodologies, templates, algorithms, know-how, frameworks and materials owned or licensed by Arctic Grey, including our build systems, render-engine technology, prototyping systems, the Token-to-Time Conversion and our internal tools, together with any modifications or improvements made during an engagement.
Blended Rate The single per-hour rate for a Block, as shown at checkout or stated in an Order Form. It covers every Arctic Grey team assigned to the work and the tools and AI they use.
Block A quantity of Bulk Hours bought in one purchase, through our website or under an Order Form, at a stated Blended Rate.
Bulk Hours Any prepaid block of hours purchased for on-demand Services, billed at a single blended, technology-inclusive rate and deducted as work is performed. Bulk Hours are a purchase of flexible capacity across all Arctic Grey disciplines, not a fixed-scope deliverable contract. See How Bulk Hours work.
Change Order A written document signed by authorized representatives of both parties that modifies the scope, timeline, fees or other terms of a fixed-fee SOW. Bulk Hours work changes by Redirection instead.
Client Content Any materials, data, images, text, trademarks, logos, customer data, product information or other content that you or your agents provide to us.
Deliverables (including the Completed Store) The production-ready website, features, code, configurations, migrations, integrations, documentation or other work product expressly defined in the applicable SOW, and any other work product we create for you within your Bulk Hours.
Go-Live Deployment of any part of the Deliverables to a live or production environment, including any staging environment that is publicly accessible or used for real transactions.
Hypercare Period The period, if any, expressly stated in the SOW immediately following Go-Live.
Ledger Our system of record for Bulk Hours delivered and remaining, recomputed nightly and available to you through client-facing audit pages.
Order Form A signed proposal, SOW-style order or written confirmation (email is enough) from an authorized Arctic Grey representative that states the Block size, Blended Rate, payment schedule and opening Plan of Record.
Plan of Record The prioritized statement of what the parties intend to deliver within a Block. It guides the work and evolves by Redirection. It is a target, not a fixed-scope promise, and changing it does not require an amendment or Change Order.
Redirection Your instruction to reprioritize, refocus or repurpose remaining Bulk Hours, given in writing by email, Slack or ticket.
Signed Agreement A Master Service Agreement (MSA), Order Form or SOW that an authorized representative of Arctic Grey has signed (including electronically) or, for an Order Form, confirmed in writing.
SOW Any signed Statement of Work, Proposal, Supplemental Agreement or other agreement for Services.
Token-to-Time Conversion Arctic Grey’s proprietary formula that converts AI token usage into hours on the Ledger, so human and AI effort are accounted for in one currency, the hour.

Scope of services

In short: On Bulk Hours you buy our time and expertise, not a fixed feature list. Fixed-fee projects cover exactly what their SOW lists, and work beyond the hours you have needs more hours.

Hours-based engagements

Where an engagement is priced on an hours, retainer or Bulk Hours basis, you are purchasing our time and effort, not a fixed feature set or a guaranteed result. A build is not “all-inclusive” unless the SOW is an expressly fixed-fee engagement that itemizes every included feature. You direct the work by Redirection, within the hours available.

Fixed-fee engagements

Where an SOW is expressly fixed-fee, the Services are strictly limited to the express scope, hours, fixed fee, timelines and deliverables it sets out, and scope is defined solely by what the SOW expressly lists. Any additional work, features, revisions, support, integrations, migrations, training or changes (including those arising from platform updates, third-party changes or your revised requirements) requires a signed Change Order or available Bulk Hours and is billed separately at our standard published rate at the time. On acceptance or Go-Live, the engagement moves to Bulk Hours, as described in Revisions and support.

What we are not obliged to provide

Unless a Signed Agreement expressly includes it, we have no obligation to provide any of the following, and on a fixed-fee SOW each is out of scope: features, pages, templates or integrations not named in the SOW; configuration of third-party apps, themes, ERP or 3PL systems beyond the Shopify-side work we agree to perform; content, copywriting, photography or creative assets; data entry or clean-up; SEO, marketing, analytics or advertising; accessibility, legal, tax or regulatory compliance; and training, documentation, knowledge transfer, maintenance or support. On Bulk Hours, you may Redirect hours toward any of these where we offer the service, and that time draws down your balance.

Estimates and work beyond authorized hours

All timelines, hour estimates and project plans are non-binding estimates and may be adjusted based on your cooperation and any changes. We provide no other services, guarantees or implied obligations. We have no obligation to perform work that exceeds the authorized scope or hours. If additional time is required (whether because of complexity, your requests or changes, incomplete or inaccurate information, or third-party factors), we will tell you, and the additional work requires available Bulk Hours or, on a fixed-fee SOW, a signed Change Order. Any work we nonetheless perform beyond the authorized scope or hours is chargeable, and you authorize us to invoice it at our standard published rate at the time. We may pause or decline work that would exceed the authorized amount.

Client responsibilities

In short: Quick answers and full access keep your hours working. When we are waiting on you, the timeline moves and waiting time is billable at the normal rate; on Bulk Hours, it draws from your balance hour for hour.

You must at all times:

  1. Designate and maintain a single authorized point of contact with full decision-making authority who is available during business hours. That person, or someone they name to us in writing, gives Redirections.
  2. Provide immediate and unrestricted access to all Shopify stores, hosting accounts, APIs, credentials, data sources, third-party accounts, ERP systems and any other required resources.
  3. Deliver complete, accurate, clean and usable Client Content, feedback, approvals and decisions within 5 business days of our request, or any shorter period stated in the SOW. Any silence or non-response after that period constitutes deemed full approval and acceptance of the relevant item.
  4. Maintain your own complete, daily, off-site backups of your entire store, data and systems.
  5. Ensure all Client Content is accurate, lawful and non-infringing, and that you own or hold all necessary rights and licenses.
  6. Comply with all applicable laws and the terms of all third-party platforms and services.
  7. Work with our team through the channels we set up for your engagement (email, your shared Slack channel or tickets), and not contact our staff or contractors directly outside those channels without our prior written approval.
  8. Provide all information and cooperation necessary for us to perform the Services.

Any failure or delay by you, including incomplete or inaccurate data, automatically: (i) extends all timelines without any liability to us; (ii) constitutes a Client-caused delay; (iii) makes all waiting time, project management and rework billable at the applicable rate; and (iv) allows us to suspend or terminate the Services without notice or further obligation. The applicable rate is your Block’s Blended Rate or, without a Block, our standard published rate. On Bulk Hours, each such hour draws one hour from your balance. Otherwise, we may invoice it immediately and be paid for it. You are solely responsible for any losses, downtime, data issues or third-party claims arising from your delays or failures.

Acceptance of deliverables

In short: You have 5 business days to tell us that something doesn’t match. After that, or as soon as it goes live, it is accepted.

You have exactly 5 business days from our delivery of any milestone, Deliverable or portion of one to give written notice of any material non-conformance, with detailed evidence. If we receive no such notice, the item is irrevocably deemed finally accepted. Any Go-Live, deployment to production, use in a live environment or payment of the next invoice also constitutes immediate and final acceptance. Once an item is accepted, you may not reject it, withhold payment or demand free rework for any reason. All warranties and remedies are strictly limited as set out in Warranties and disclaimers.

Payment terms

In short: Prices are in US dollars, invoices are due in 14 days, and committed amounts are firm. If something on a bill looks wrong, come to us first, not your bank.

Prices and taxes

All prices are in USD and exclusive of VAT, sales tax, withholding taxes and any other applicable taxes or duties, which you must pay in addition and indemnify us against.

Payments are non-refundable

Except under the first-time customer guarantee in our Refund Policy, all deposits, milestone payments, Bulk Hours purchases and prepaid amounts are non-refundable and non-transferable under any circumstances, including project cancellation, early termination, dissatisfaction, scope reduction or switching to another provider. Moving hours among your own business, subsidiaries and Affiliates under Flexibility by design is not a transfer.

Installment and payment plans

For any SOW or Order Form with installment, monthly or payment-plan terms, the full committed amount is a binding, non-cancellable obligation. You may not suspend, reduce or stop payments for any reason. Early termination or breach by you immediately accelerates the entire remaining balance, which becomes due and payable in full within 7 days, together with a 10% administrative acceleration fee. This does not apply to recurring Bulk Hours plans bought on arcticgrey.com, which follow the commitment period in our Subscriptions and cancellations policy.

Due dates and late payment

Invoices are due within 14 calendar days. Late payment or non-payment accrues interest at 1.5% per month, compounded monthly, or the maximum rate permitted by law (including under the Late Payment of Commercial Debts (Interest) Act 1998), whichever is lower, plus all collection costs, including reasonable legal fees on an indemnity basis.

Suspension for non-payment

We may immediately suspend or terminate all Services (including access to work in progress, code repositories, support, knowledge transfer and any Deliverables) without notice for any overdue amount. Services will not resume until all outstanding sums, interest, fees and any accelerated balance are paid in full.

No set-off

No set-off, withholding or deduction is permitted for any reason. All payments are final.

Rates and promotions

Our published rates at the time apply unless a current Signed Agreement states a different rate. Any discounted, promotional, legacy or “lock-in” rate applies only to the specific engagement and period for which it is offered, is not a continuing entitlement and does not carry over to new, renewed or additional work. Hours you have already bought keep their Blended Rate when redirected under Flexibility by design. We may set or revise our rates at any time for work not yet covered by a Signed Agreement.

Chargebacks and billing disputes

You agree to these payment terms before any charge, and all fees, deposits and Bulk Hours purchases are non-refundable, except under the first-time customer guarantee in our Refund Policy. Initiating a chargeback, payment reversal or bank dispute for amounts properly invoiced or prepaid is a material breach. You agree to raise any billing concern with us in writing first and to allow 10 business days for us to resolve it. You are responsible for all costs we incur in responding to an improper chargeback, including bank fees and reasonable legal costs, and we may suspend all Services while any payment dispute is open.

Stored payment methods and failed payments

Where a payment method is on file, you authorize us and our payment processors to charge it for amounts due, including recurring or installment amounts. If a charge fails, we may retry it, suspend the Services and treat continued non-payment as cancellation by you, without waiving any amounts owed.

Non-refundable hours that never expire

In short: Apart from the 30-day first-time customer guarantee, Bulk Hours aren’t refundable, but they never expire and are never lost to a change of direction. Unused hours stay in your bank, whenever you bought them, and can move across your projects and brands.

Except under the first-time customer guarantee in our Refund Policy, all Bulk Hours, deposits and prepaid amounts are non-refundable, cannot be transferred outside your own business, subsidiaries and Affiliates, have no cash value and are not redeemable for money. That includes any unused or unconsumed balance, whether on cancellation, dissatisfaction or change of provider.

What you keep is flexibility. Bulk Hours never expire. These Terms apply to all Bulk Hours, whenever they were bought, so hours bought before October 2, 2026 gain every feature described here. Unused hours stay in your balance for your next priority for as long as you need them, and are portable across your projects, brands, subsidiaries and Affiliates under Flexibility by design. Our Refund Policy explains how we handle questions about hours.

Legacy multiplier guarantee

In short: The 2X Multiplier Guarantee covers only qualifying SOWs signed on or before December 31, 2024. It is discontinued for everything signed after that date.

The 2X Multiplier Guarantee applies exclusively to SOWs signed on or before December 31, 2024, and only if you have: (i) paid every invoice in full and on time; (ii) fully complied with every obligation in Client responsibilities; (iii) not requested or caused any material scope change; and (iv) not terminated or suspended payments early. For this guarantee, a Redirection that materially changes scope counts as a material scope change. Any breach, early termination or non-payment automatically voids the guarantee in its entirety. The 2X Multiplier Guarantee is discontinued for all projects signed after December 31, 2024.

Revisions and support

In short: Revisions are limited to what your SOW includes. After acceptance or Go-Live, further changes, fixes and support run on Bulk Hours.

Revisions are strictly limited to the exact number, type and scope stated in the SOW. All additional revisions, changes, bug fixes after acceptance and post-launch work require available Bulk Hours or a new Signed Agreement. They draw down your Bulk Hours at your Block’s rate or, without a Block, are billed at our standard published rate at the time (currently $220 per hour). On acceptance or Go-Live, whichever occurs first, the engagement automatically transitions to our standard Bulk Hours model, described in How Bulk Hours work. No ongoing maintenance or support is provided unless purchased separately.

Intellectual property

In short: Once you have paid in full, the custom work is yours. Our own tools and methods stay ours, and we may show the project in our portfolio.

We retain all right, title and interest in Arctic Grey IP.

Ownership of custom Deliverables, including Deliverables produced with AI assistance, transfers to you only when we receive full and final payment of all fees, expenses, interest, accelerated amounts and any other sums due under the Signed Agreement and these Terms. Until then, you have no ownership rights, and we grant you only a limited, revocable, non-exclusive license to view and test the work in progress internally. We may immediately revoke access and withhold code if any payment is overdue.

You grant us a perpetual, irrevocable, royalty-free, worldwide, non-exclusive, sublicensable license to use, display, reproduce, modify and promote the project (including screenshots, videos, before-and-after comparisons, descriptions, case studies, your name, logo and trademarks, and any testimonials you provide) in our portfolio, website, marketing materials, social media, advertising, awards submissions and promotional activities. We will reasonably consider written requests for anonymization on future projects only.

Client Content remains yours, subject to the licenses you grant us in these Terms. You warrant that Client Content does not and will not infringe any third-party rights, and you will indemnify us fully against any claims.

Knowledge transfer

In short: Handover, training and documentation are not included by default. They run on Bulk Hours or a separate agreement, and only while your account is in good standing.

All knowledge transfer, documentation, training, code walkthroughs, hand-off meetings, onboarding assistance for your internal team or any third-party developers, and transition support of any kind are expressly excluded from every SOW and project scope unless covered by remaining Bulk Hours or a separately signed Supplemental Agreement that explicitly allocates and charges for those hours. We have no obligation to provide any transition services if you have any outstanding payments, have terminated the relationship or are not in good standing. Any such services you request will be quoted and billed at our standard published rate, with no exceptions.

Third-party tools and platforms

In short: Shopify, apps, hosts and other vendors are outside our control. Your accounts with them are yours, and work caused by their changes is billable.

All third-party services (including Shopify, apps, hosting providers, ERP systems, payment gateways, 3PLs and analytics tools) are provided strictly “as is,” with no warranties from us. You are solely responsible for your own accounts, subscriptions, costs and compliance with their terms, and for any changes, downtime, API modifications or data issues they cause. We have no liability for any third party’s actions or failures. Any additional work required because of third-party changes is billed separately or drawn from your Bulk Hours.

AI and subprocessors

In short: We use AI throughout our work, and a person on our team reviews what it produces. We are open about how we use it, and you still review deliverables before you rely on them.

How we use AI

We use artificial-intelligence tools to help research, write, design, code, test and manage work, and Deliverables may be produced with AI assistance. Where we use AI, qualified members of our team review its output as appropriate to the Deliverable, and we validate AI output before we incorporate it into a Deliverable. This describes how we work. It does not add to the limited warranty in Warranties and disclaimers, and your remedies remain those set out there.

AI renderings and drafts

AI-generated renderings and drafts are working artifacts and may be altered in later production. Where a Deliverable we build presents AI-generated renderings to your end users, we will disclose that clearly in the Deliverable. You must keep that disclosure in place, and you remain responsible for any further disclosure that your laws, platforms or marketplaces require.

Your review

AI systems can produce errors or inaccurate output. All Deliverables remain subject to Acceptance of deliverables, and you are responsible for reviewing them before you rely on them or take them live. Ownership of AI-assisted Deliverables transfers on full payment under Intellectual property.

Tools and subprocessors

We deliver the Services using reputable third-party software, infrastructure and subprocessors, including the stack described in How Bulk Hours work. By engaging us, you authorize us to process Client Content through these tools as reasonably necessary to perform the Services. You represent and warrant that you have all rights and permissions necessary for us to do so, and that doing so will not breach any third-party right or agreement. You remain responsible for your data as the controller under Privacy and data protection.

Meetings and recordings

We may record, transcribe and summarize calls and meetings to support delivery, quality and our records. Those recordings, transcripts and notes are our records. Tell us before a meeting if you do not want it recorded, or ask us to stop at any time.

Improvement and anonymized learnings

We may use general knowledge, methods and anonymized or aggregated learnings gained during an engagement to improve our Services, provided we do not disclose your Confidential Information in a way that identifies you, consistent with Confidentiality.

Tool changes and exclusions

Our tools and subprocessors change over time. If you require a specific tool to be excluded for compliance reasons, tell us in writing. We will tell you whether we can accommodate it within the existing scope and rate, and any required alternative may be billable.

ADA, accessibility and HIPAA

In short: We build to current best practice, but we are not an accessibility, ADA or HIPAA consultant and we don’t guarantee compliance. Keeping your site and business compliant is your responsibility.

Arctic Grey is not an ADA consultant, accessibility firm, HIPAA compliance provider, legal adviser or regulatory expert. Accessibility, privacy, data protection and related laws and standards (including but not limited to the ADA, WCAG, Section 508, HIPAA, GDPR and consumer protection laws) change frequently and are subject to differing interpretations. We do not guarantee, warrant or represent that the Services, the Deliverables or your website will be or remain fully compliant with any such standard, now or at any time in the future.

We apply industry best practices during development as understood at the time. If you engage a qualified, independent third-party auditor and give us their formal written report that specifically identifies required fixes, we will remediate only those identified issues at no additional cost, and only within the first 30 calendar days following formal acceptance or Go-Live. After 30 days, or without such a formal third-party report, all accessibility, compliance or related work is billable at our standard published rate. You remain solely and fully responsible for all ongoing monitoring, maintenance, testing, audits and legal compliance of your website and business. You agree to indemnify, defend and hold harmless Arctic Grey and its officers, directors, employees, agents and affiliates from and against any and all claims, damages, losses, liabilities, costs or expenses (including reasonable legal fees on an indemnity basis) arising from or related to any accessibility, ADA, HIPAA, privacy or compliance issue.

Warranties and disclaimers

In short: For 30 days after acceptance, we will re-perform anything that doesn’t match the SOW. Beyond that, we don’t promise specific results.

We warrant only that, for 30 calendar days following acceptance of the Completed Store (the “Warranty Period”), the Deliverables will materially conform to the express specifications in the SOW. Your sole and exclusive remedy is for us to re-perform the affected Services at no extra charge, provided you give us prompt written notice during the Warranty Period.

EXCEPT FOR THE FOREGOING LIMITED WARRANTY, THE SERVICES AND ALL DELIVERABLES ARE PROVIDED STRICTLY “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, ERROR-FREE OPERATION, UNINTERRUPTED SERVICE, SECURITY AGAINST ALL THREATS, FUTURE COMPATIBILITY WITH ANY PLATFORM OR TECHNOLOGY, OR ANY RESULTS WHATSOEVER.

We make no guarantees regarding business outcomes, sales, revenue, rankings, profitability or performance after delivery or after any platform update.

Limitation of liability

In short: Our total liability is capped at the fees you paid us in the six months before a claim, and we are not liable for indirect or consequential losses.

To the fullest extent permitted by applicable law:

  1. Our total aggregate liability to you under or in connection with these Terms, any Signed Agreement or the Services, whether in contract, tort, negligence, breach of statutory duty or otherwise, shall not exceed the total fees actually paid by you to us in the six months preceding the claim.
  2. We shall not be liable for any indirect, incidental, special, consequential, punitive or exemplary damages, including but not limited to loss of profits, revenue, data, goodwill or business opportunity, or business interruption, even if advised of the possibility.

This limitation applies regardless of the legal theory and survives any termination.

Indemnification

In short: If a claim arises from your content, your breach or your business, you cover it.

You agree to indemnify, defend and hold harmless Arctic Grey and its officers, directors, employees, agents, subcontractors and affiliates from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable legal fees on an indemnity basis) arising out of or relating to: (a) your breach of these Terms or any Signed Agreement; (b) any Client Content, or your use or modification of the Services or Deliverables; (c) your violation of any law or third-party right (including intellectual property, data protection, accessibility or privacy); (d) any claim by your customers, users or other third parties; or (e) your failure to meet any obligation in Client responsibilities.

Termination

In short: You can end an SOW or Order Form with 30 days’ notice and payment of the committed balance; we can end one on 14 days’ notice, or at once for breach. Projects that go quiet for 30 days may be paused and archived.

Ending an SOW or Order Form

You may terminate an SOW or Order Form only by giving 30 days’ written notice and, at the same time, paying the entire remaining committed balance in full, including any accelerated amounts. We may terminate immediately for any breach by you (including non-payment or failure to meet your obligations in Client responsibilities) or for convenience on 14 days’ written notice.

What happens on termination

  • You must immediately pay all outstanding amounts, interest, fees, the full accelerated remaining balance and any wind-down costs.
  • All licenses granted to you are automatically revoked until full payment.
  • We have no further obligation to deliver any materials, provide access or perform any further Services, including knowledge transfer.
  • Unused Bulk Hours remain non-refundable under Non-refundable hours that never expire. They stay in your balance, and once all overdue amounts are paid you can use them for new work.
  • All surviving provisions (including intellectual property, confidentiality, indemnification, limitation of liability, non-solicitation and dispute resolution) remain in full force.

Inactivity and abandonment

If you become unresponsive or fail to provide required access, information, approvals or payment for 30 consecutive days, we may treat the project as dormant and suspend, archive or close it. Reactivating a dormant project is subject to our published rates at the time, our availability and a reactivation fee, and does not refund any prior amounts. Your Bulk Hours stay in your balance while a project is dormant. We may remove dormant project materials after a reasonable period, consistent with the license and payment terms of these Terms.

Confidentiality

In short: We each keep the other’s confidential information private for 5 years, and trade secrets for as long as they remain secret. Previews, credentials and pricing are confidential too.

Each party will keep the other’s Confidential Information strictly confidential and use it solely to perform under these Terms. Confidentiality obligations survive for 5 years after termination, or indefinitely for trade secrets, including our Token-to-Time Conversion methodology. General methodologies, skills and experience gained are not confidential.

Staging, “Test Drive,” preview and demonstration environments, together with all access credentials, are Confidential Information, are provided for your evaluation only, and may not be used in production or shared publicly before Go-Live and full payment. The terms and pricing of every SOW, proposal and Order Form, and our commercial arrangements, are also Confidential Information. You must keep all credentials secure and must not publish or distribute our work product, previews or estimates outside your organization without our prior written consent.

Privacy and data protection

In short: We follow UK data protection law and act as your processor where relevant. You control your store’s customer data and are responsible for handling it lawfully.

We comply with applicable UK data protection law, including the UK GDPR, and act as a processor where relevant. Our Privacy Policy applies. You are the data controller for your store and all customer data and remain solely responsible for its lawful processing. You indemnify us against any claims arising from your data handling.

When we process your store data, we do so only to perform the Services and on your instructions. Our standard data processing agreement is available on request. We will tell you within 72 hours of becoming aware of a personal data breach affecting your store data. Within 30 days of the end of an engagement, or earlier on request, we will delete or return your store data, including exports and staging copies, unless the law requires us to keep it.

Non-solicitation and non-circumvention

In short: Please don’t hire our people or work around us with the partners we introduce, for 24 months after an engagement. Neither of us will make false or disparaging claims about the other.

Non-solicitation

For 24 months following the termination or expiry of any Services or SOW, you shall not, directly or indirectly, solicit, hire, engage, or attempt to solicit, hire or engage, any of our employees, contractors or subcontractors without our prior written consent. Breach of this clause entitles us to liquidated damages equal to 12 months’ salary or fees of the relevant person, a genuine pre-estimate of our loss, in addition to any other remedies available at law.

Non-circumvention

During any engagement and for 24 months afterward, you will not, directly or indirectly, engage, contract with or solicit our employees, contractors or subcontractors, or the partners, vendors or referral sources we introduce to you, in a manner that bypasses Arctic Grey or avoids fees that would otherwise be payable to us, without our prior written consent.

Non-disparagement

Neither party will make or publish false or disparaging statements about the other. You will not disparage Arctic Grey to Shopify, our partners or any platform or marketplace, or use a support, partner or dispute channel to make false claims about us. Nothing in this section prevents either party from making truthful statements required by law, responding accurately to a regulator, or giving honest, good-faith feedback through legitimate review channels.

Dispute resolution and governing law

In short: The law of England and Wales governs these Terms. Disputes go to a single arbitrator in London on an individual basis, and claims must be brought within one year.

Governing law and arbitration

These Terms and every Signed Agreement are governed exclusively by the laws of England and Wales, without regard to conflict-of-laws principles. Any dispute, controversy or claim arising out of or relating to these Terms or any Signed Agreement shall be finally resolved by binding arbitration in London, England, under the Arbitration Act 1996, by a single arbitrator appointed in accordance with that Act. The arbitration shall be conducted in English on an individual basis only, with no class, collective or representative actions. The prevailing party shall be entitled to recover its reasonable legal fees and costs on an indemnity basis. Both parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales solely for the purpose of enforcing any arbitral award.

Time limit for claims

Any claim or cause of action must be commenced within one year after it accrues. Otherwise, it is permanently barred.

Miscellaneous

In short: The standard legal mechanics: events outside anyone’s control, notices, assignment and the rest of the fine print.

  • Force majeure. We are not liable for any failure or delay in performance caused by circumstances beyond our reasonable control, including but not limited to acts of God, pandemics, government actions, war, terrorism, strikes, labor disputes, internet or power failures, third-party platform changes and supply chain disruptions.
  • Severability. If any provision is held invalid or unenforceable, the remainder of these Terms continues in full force.
  • No waiver. Our failure to enforce any right does not constitute a waiver.
  • Entire agreement. These Terms and any applicable Signed Agreement constitute the complete and exclusive agreement between the parties and supersede all prior communications. Plans of Record evolve by Redirection without amendment.
  • Assignment. You may not assign or transfer any rights or obligations without our prior written consent. We may assign freely to any affiliate or successor.
  • Notices. All notices must be in writing and sent by email, and take effect 24 hours after sending. Notices to Arctic Grey go to support@arcticgrey.com, and notices to you go to the email address you provided. Redirections follow Flexibility by design.
  • Electronic signatures and communications. Electronic signatures and records are binding to the same extent as originals.
  • Independent contractor. We are an independent contractor. Nothing in these Terms creates any partnership, agency, joint venture or employment relationship.
  • Changes to these Terms. We may update these Terms as described in About these Terms.
  • No reliance. You acknowledge that you have not relied on any representation, warranty or statement outside the express terms of the Signed Agreement and these Terms, including any estimate or any description of typical efficiency gains.
  • No professional advice. We are a development and design agency, not your lawyer, accountant, tax adviser or regulatory consultant. Nothing we provide is legal, tax, financial, accessibility or regulatory advice, and you should obtain your own professional advice.

Contact information

In short: Questions about these Terms or your hours? We’re easy to reach.

Our Contact Information page has the same details.