Terms of Service


ARCTIC GREY, LTD. d/b/a Arctic Grey Terms of Service

Effective Date: January 1, 2026 

ARCTIC GREY, LTD. (“Arctic Grey,” “we,” “us,” or “our”) is a private limited company registered in England and Wales that provides custom Shopify development, eCommerce solutions, consulting, Bulk Hours, project-based services, and related services (collectively, the “Services”). These Terms of Service (“Terms”), together with any signed Statement of Work, Proposal, Supplemental Agreement, order form, or other agreement (collectively, “SOW”), exclusively govern all Services and your use of our website and any related materials.

These Terms prevail over any conflicting or additional terms in any SOW, purchase order, or other document unless the SOW is signed by an authorised officer of Arctic Grey and expressly states that it overrides a specific provision of these Terms. These Terms are incorporated by reference into every SOW and apply to all users, clients, and their affiliates, subsidiaries, and representatives.

By signing an SOW, making any payment (including a deposit or Bulk Hours purchase), authorising us to commence work, or accessing any Deliverables, you (“Client,” “you,” or “your”) irrevocably agree to be bound by these Terms in full. This is a business-to-business agreement. You represent and warrant that you are entering into it solely in the course of your business (not as a consumer), have full authority to bind your entity, and have read and understood every provision.

1. Definitions

  • “Bulk Hours”: Any prepaid block of hours purchased for on-demand Services, deducted as work is performed.
  • “Completed Store / Deliverables”: The production-ready website, features, code, configurations, migrations, integrations, documentation, or other work product expressly defined in the applicable SOW.
  • “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 any modifications or improvements made during the engagement).
  • “Client Content”: Any materials, data, images, text, trademarks, logos, customer data, product information, or other content you or your agents provide to us.
  • “Go-Live”: Deployment of any part of the Deliverables to a live/production environment (including staging that is publicly accessible or used for real transactions).
  • “Hypercare Period”: The period (if any) expressly stated in the SOW immediately following Go-Live.
  • “Change Order”: A written document signed by authorised representatives of both parties that modifies scope, timeline, fees, or other terms.

2. Company Information Registered Office: International House, 142 Cromwell Road, London, England, SW7 4EF Company Status: Active | Type: Private limited company

3. Services & Scope All Services are strictly limited to the express scope, hours, fixed fee, timelines, and deliverables set out in the signed SOW. All timelines, hour estimates, and project plans are non-binding estimates only and may be adjusted based on your cooperation and any changes. We provide no other services, guarantees, or implied obligations. 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 and will be billed separately at our then-current rates. We have no obligation to perform work outside the signed SOW.

4. Client Responsibilities You must at all times: (a) Designate and maintain a single authorised point of contact with full decision-making authority who is available during business hours. (b) 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. (c) Deliver complete, accurate, clean, and usable Client Content, feedback, approvals, and decisions within 5 business days of our request (or the shorter period stated in the SOW). Any silence or non-response after this period constitutes deemed full approval and acceptance of the relevant item. (d) Maintain your own complete, daily, off-site backups of your entire store, data, and systems. (e) Ensure all Client Content is accurate, lawful, non-infringing, and that you own or hold all necessary rights and licences. (f) Comply with all applicable laws and the terms of all third-party platforms and services. (g) Not contact our staff or contractors directly without our prior written approval. (h) 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) entitles us to immediately invoice and be paid for all waiting time, project management, and re-work at 150% of our standard hourly rates, and (iv) allows us to suspend or terminate Services without notice or further obligation. You are solely responsible for any losses, downtime, data issues, or third-party claims arising from your delays or failures.

5. Acceptance of Deliverables – Strict Deemed Acceptance You have exactly 5 business days from our delivery of any milestone, Deliverable, or portion thereof to provide written notice of any material non-conformance, with detailed evidence. If no such notice is received, 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 accepted, you may not reject, withhold payment, or demand free rework for any reason. All warranties and remedies are strictly limited as set out in Section 13.

6. Payment Terms 6.1 All prices are in USD and exclusive of VAT, sales tax, withholding taxes, or other applicable taxes or duties (which you must pay in addition and indemnify us against). 6.2 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. 6.3 For any SOW with instalment, 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. 6.4 Invoices are due within 14 calendar days. Late or non-payment accrues interest at 1.5% per month (or the maximum permitted by law under the Late Payment of Commercial Debts (Interest) Act 1998), compounded monthly, plus all collection costs, including reasonable legal fees on an indemnity basis. 6.5 We may immediately suspend or terminate all Services (including access to work-in-progress, code repositories, support, knowledge transfer, or 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. 6.6 No set-off, withholding, or deduction is permitted for any reason. All payments are final.

7. 2X Multiplier Guarantee (Legacy Projects Only) This 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 Section 4, (iii) not requested or caused any material scope change, and (iv) not terminated or suspended payments early. 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.

8. Revisions, Maintenance & Post-Project Support Revisions are strictly limited to the exact number, type, and scope stated in the SOW. All additional revisions, changes, bug fixes after acceptance, or post-launch work require available prepaid Bulk Hours or a new signed agreement and are billed at our prevailing rates ($150–$250 per hour). Upon acceptance or Go-Live (whichever occurs first), the engagement automatically transitions to our standard Bulk Hours model. No ongoing maintenance or support is provided unless purchased separately.

9. Intellectual Property & Ownership 9.1 We retain all right, title, and interest in Arctic Grey IP. 9.2 Ownership of custom Deliverables transfers to you only upon our receipt of full and final payment of all fees, expenses, interest, accelerated amounts, and any other sums due under the SOW and these Terms. Until then, you have no ownership rights and we grant only a limited, revocable, non-exclusive licence to view and test the work-in-progress internally. We may immediately revoke access and withhold code if any payment is overdue. 9.3 You grant us a perpetual, irrevocable, royalty-free, worldwide, non-exclusive, sublicensable licence to use, display, reproduce, modify, and promote the project (including screenshots, videos, before/after comparisons, descriptions, case studies, your name, logo, 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 anonymisation on future projects only. 9.4 You warrant that Client Content does not and will not infringe any third-party rights and will indemnify us fully against any claims.

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

11. Third-Party Tools, Platforms & Integrations All third-party services (including Shopify, apps, hosting providers, ERP systems, payment gateways, 3PLs, analytics tools, etc.) are provided strictly “as is” with no warranties. You are solely responsible for your own accounts, subscriptions, costs, compliance with their terms, and any changes, downtime, API modifications, or data issues caused by them. We have no liability for any third-party actions or failures. Any additional work required due to third-party changes will be billed separately.

12. ADA / Accessibility / HIPAA / Compliance Arctic Grey is not an ADA consultant, accessibility firm, HIPAA compliance provider, legal advisor, or regulatory expert. Accessibility, privacy, data protection, and related laws and standards (including but not limited to ADA, WCAG, Section 508, HIPAA, GDPR, and consumer protection laws) are subject to frequent change and differing interpretations. We do not guarantee, warrant, or represent that the Services, Deliverables, or your website will be or remain fully compliant with any such standards 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 provide us with their formal written report that specifically identifies required fixes, we will remediate only those identified issues at no additional cost solely within the first 30 calendar days following formal acceptance or Go-Live. After 30 days, or in the absence of such a formal third-party report, all accessibility, compliance, or related work is billable at our standard rates. 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 Arctic Grey, its officers, directors, employees, agents, and affiliates harmless from 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 issues.

13. Warranties & Disclaimers We warrant only that, for a period of 30 calendar days following acceptance of the Completed Store (“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 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 any platform updates.

14. Limitation of Liability To the fullest extent permitted by applicable law: (a) Our total aggregate liability to you under or in connection with these Terms, any SOW, 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 (6) months preceding the claim. (b) 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, business opportunity, or interruption, even if advised of the possibility.

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

15. Indemnification You agree to indemnify, defend, and hold harmless Arctic Grey, 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 SOW; (b) any Client Content or your use or modification of the Services or Deliverables; (c) your violation of any law or third-party rights (including intellectual property, data protection, accessibility, or privacy); (d) any claims by your customers, users, or other third parties; or (e) your failure to comply with any Client Responsibility.

16. Termination 16.1 You may terminate an SOW only by providing 30 days’ written notice AND simultaneous full payment of the entire remaining committed balance (including any accelerated amounts). 16.2 We may terminate immediately for any breach by you (including non-payment or failure to meet Client Responsibilities) or for convenience on 14 days’ written notice. 16.3 Upon any termination:

  • You must immediately pay all outstanding amounts, interest, fees, the full accelerated remaining balance, and any wind-down costs.
  • All licences 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).
  • All surviving provisions (including IP, confidentiality, indemnification, limitation of liability, non-solicitation, and dispute resolution) remain in full force.

17. Confidentiality 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). General methodologies, skills, and experience gained are not confidential.

18. Privacy & Data Protection We comply with applicable UK data protection law (including 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.

19. 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, labour disputes, internet or power failures, third-party platform changes, or supply chain disruptions.

20. 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 twelve (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.

21. Dispute Resolution & Governing Law These Terms and every SOW 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 SOW 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 (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.

22. Limitation of Time to Bring Claims Any claim or cause of action must be commenced within one (1) year after the cause of action accrues; otherwise, it is permanently barred.

23. Miscellaneous 23.1 Severability: If any provision is held invalid or unenforceable, the remainder of these Terms shall continue in full force. 23.2 No Waiver: Our failure to enforce any right does not constitute a waiver. 23.3 Entire Agreement: These Terms and the applicable SOW constitute the complete and exclusive agreement between the parties and supersede all prior communications. 23.4 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. 23.5 Notices: All notices must be in writing and are effective when sent by email to the address you provided (deemed received 24 hours after sending). 23.6 Electronic Signatures & Communications: Electronic signatures and records are binding to the same extent as originals. 23.7 Independent Contractor: We are an independent contractor; nothing creates any partnership, agency, joint venture, or employment relationship. 23.8 Changes to Terms: We may update these Terms by posting the revised version on our website. Your continued engagement of Services or use of any Deliverables after posting constitutes acceptance of the changes. 23.9 No Reliance: You acknowledge that you have not relied on any representations, warranties, or statements outside the express terms of the signed SOW and these Terms.

24. Contact Information Email: support@arcticgrey.com Registered Address: International House, 142 Cromwell Road, London, England, SW7 4EF

By engaging our Services in any way, you confirm that you have read, understood, and agree to be bound by these Terms of Service in their entirety.