Terms of Service

These terms govern the services provided by Window Nine Ltd. (“we”, “us”, the “Agency”) to business clients (“you”, the “Client”). By signing a proposal or statement of work, or by instructing us to begin, you agree to them. Our services are for businesses only — not consumers.

1. Our services

We provide ecommerce operations services, which may include Shopify operations, AI dashboard and reporting automation, AI-assisted customer support operations, marketplace operations, growth and paid media operations, AI workflow automation, and managed operator pods. The specifics of what we deliver for you are defined per engagement, as below.

2. Proposals and statements of work

• Each engagement is described in a proposal or statement of work (“SOW”) setting out scope, deliverables, timelines and fees.
• If an SOW conflicts with these terms, the SOW wins for that engagement. Everything not covered by the SOW is governed by these terms.
• Work outside the agreed scope requires a written change order. We will tell you before anything becomes billable — no surprise invoices.

3. Fees and payment

• Retainers are invoiced monthly in advance and are due before the service month begins.
• Project fees are invoiced against the milestones set out in the SOW.
• Invoices are payable within 14 days unless the SOW says otherwise.
• Late amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate, and we may pause work until the account is current.
• Fees exclude applicable taxes (VAT, GST, sales tax), which are added where required.
• Refunds and cancellations are handled under our Refund & Cancellation Policy.

4. Client responsibilities

• Give us timely access to the accounts, platforms, data and people we need to do the work.
• Review and approve deliverables promptly. Feedback windows are set in the SOW; silence past a deadline may shift the timeline.
• Ad spend is yours. Media budgets on Meta, Google, TikTok, Amazon and other platforms are paid by you directly to the platform. We never route ad spend through our accounts, and it is never included in our fees.
• Ensure the content, products and claims you ask us to publish are lawful and accurate, and comply with our Acceptable Use Policy.

5. Intellectual property

• You own the deliverables. On full payment of the relevant fees, all rights in the deliverables created specifically for you — designs, code, copy, creative, configurations — transfer to you.
• We keep our toolkit. Pre-existing materials, frameworks, internal tools, templates and know-how remain ours. Where they are embedded in a deliverable, you get a perpetual, non-exclusive licence to use them as part of it.
• Third-party components (themes, apps, licences, models) are governed by their own licence terms, which pass through to you.
• We may reference the work in our portfolio and case studies unless the SOW says otherwise.

6. Confidentiality

Each party will protect the other’s non-public information with at least the care it applies to its own, use it only for the engagement, and disclose it only to people who need it and are bound to keep it confidential. This survives the end of the engagement. Neither party’s obligations cover information that is public, independently developed, or lawfully received from someone else.

7. Non-solicitation

During an engagement and for 12 months after it ends, neither party will directly solicit for employment or engagement the other’s staff or contractors who worked on the engagement, without written consent. General job advertisements not targeted at those individuals are fine.

8. Warranties and disclaimers

We warrant that services will be performed with reasonable skill and care by qualified people. Beyond that, services and deliverables are provided “as is”. We do not warrant particular commercial outcomes — rankings, ROAS, conversion rates, response times or revenue — because platforms, markets and algorithms sit outside anyone’s control. Illustrative figures in proposals or on this site are targets, not promises.

9. Limitation of liability

• Neither party is liable for indirect or consequential loss — including lost profits, revenue, data or goodwill — however arising.
• Our total aggregate liability under an engagement is capped at the fees you paid us in the 3 months before the event giving rise to the claim.
• Nothing in these terms excludes liability that cannot lawfully be excluded, such as liability for fraud.
• We are not responsible for platform decisions — account suspensions, policy changes, algorithm shifts — where we have followed platform rules and reasonable practice.

10. Term and termination

• Engagements run for the initial term stated in the SOW, then continue month-to-month.
• After the initial term, either party may terminate with 30 days’ written notice.
• Either party may terminate immediately if the other materially breaches these terms and fails to fix it within 14 days of written notice, or becomes insolvent.
• On termination you pay for work performed and committed costs to the effective date; we hand over deliverables, credentials and accounts in good order.

11. Governing law

These terms are governed by the laws of [Jurisdiction], excluding its conflict-of-laws rules. [Set the governing jurisdiction with local counsel before launch — it should match the entity’s place of incorporation.]

12. Dispute resolution

• Talk first. Either party may refer a dispute to senior representatives of both sides, who will meet (or call) within 14 days and negotiate in good faith.
• If that fails within 30 days, the dispute goes to mediation, and failing that to the courts (or arbitration, if the SOW says so) of [Jurisdiction].
• Nothing prevents either party seeking urgent injunctive relief.

13. General

• Neither party may assign these terms without consent, except to an affiliate or in a sale of its business.
• If a clause is unenforceable, the rest stand.
• These terms, the SOW and the policies they reference — including our Privacy Policy — are the entire agreement.
• Notices go by email: to us at hello@windownine.com, to you at the address on the SOW.