Client Service Terms

1. Scope and Engagement

These terms apply to all engagements between Afterdark Commerce ("Afterdark," "we," "us") and the client for ecommerce strategy, research, implementation, and operational services ("Services").

Specific scope, deliverables, timeline, and pricing for each engagement are documented in a separate written scope of work, proposal, or engagement letter ("Engagement Document"). In the event of conflict between these terms and an Engagement Document, the Engagement Document controls.

2. Services Offered

Afterdark offers the following service tiers:

Final pricing within each tier reflects scope, complexity, research, catalog size, integrations, timeline, and responsibility. Pricing is provided in the Engagement Document and is binding only upon written acceptance.

3. Deposits and Payment

Deposit Required

A non-refundable deposit of 50% of the total project price is required to secure the engagement and confirm Afterdark's availability. The deposit is due upon signature of the Engagement Document and reserves Afterdark's time and resources.

Final Payment

The remaining balance (50%) is due upon project completion and prior to delivery of final files or assets. The project is not considered complete until Afterdark has delivered all agreed deliverables and received final payment.

Payment Method

Payment is accepted by bank transfer (ACH), wire transfer, or credit card. Invoice details and payment instructions are provided in the Engagement Document or project invoice.

Timing and Invoicing

Invoices are issued upon engagement and upon project completion. Payment is due within the timeframe specified on the invoice (typically upon receipt). All pricing is in USD.

Additional Costs

The following are separate from service fees unless explicitly included in the Engagement Document:

• Third-party subscriptions, tools, or hosting
• Legal review or compliance consultation
• Custom photography or illustration
• Paid advertising or promotion
• Travel or expedited shipping
• Rush or weekend work

4. Late Payment

Non-Payment

If payment is not received by the due date specified on the invoice, Afterdark may:

• Pause or suspend work on the project
• Halt delivery of assets or documentation
• Terminate the engagement and invoicing relationship
• Pursue collection through legal means

Work will resume only upon receipt of payment in full, plus any applicable late fees.

Late Fees

Payment received more than 7 days after the invoice due date may incur an additional charge at Afterdark's discretion.

5. Revisions and Scope

During the Project

The engagement includes a reasonable number of revisions and refinements during the active project phase (design, content development, implementation, testing). "Reasonable" is understood as feedback and changes arising from clarification or refinement of the original brief.

Scope creep, meaning requests materially outside the original Engagement Document scope, will be addressed through a change order documenting the additional work and revised pricing.

Post-Completion

Upon project completion and delivery, warranty for defects is limited to 7 days (see Section 7, Warranties). Changes requested after the 7-day period are considered new work and are quoted separately.

Client Responsibility for Changes

The client is responsible for providing timely feedback, approvals, and source material. Delays in client response may extend the project timeline. If the client goes quiet for more than 7 business days, Afterdark will notify the client in writing; work will be paused. Upon client re-engagement, Afterdark may adjust the timeline and timeline-dependent pricing.

6. Ownership and Intellectual Property

Client Ownership

Upon receipt of final payment, the client owns the completed ecommerce system, website design, content organization, product copy, and all deliverables custom-created for the project ("Client Work").

The client may use, modify, and maintain the Client Work without further permission from Afterdark.

Afterdark Ownership

Afterdark retains ownership of:

• Pre-existing tools, templates, processes, frameworks, and methodologies
• Platforms, plugins, themes, or third-party integrations (governed by their respective licenses)
• General knowledge and experience gained during the engagement
• Advice, recommendations, and strategic guidance (the insights belong to Afterdark's practice; the deliverables belong to the client)

Source Files

Upon final payment, Afterdark will hand over all source files, design files, configuration documentation, and access credentials necessary for the client to operate, maintain, and modify the system independently. Afterdark is not obliged to retain copies of source files after handoff.

Third-Party IP

The client is responsible for ensuring that all content, images, copy, and materials provided to Afterdark are either owned by the client or properly licensed for the intended use. The client indemnifies Afterdark against any claims of infringement arising from client-supplied content.

Credit and Attribution

The client grants Afterdark the right to reference the engagement as a case study (anonymized) for business development purposes, subject to confidentiality limitations in Section 9.

7. Warranties and Defects

Limited Warranty

Afterdark warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards for the restricted-category ecommerce sector.

Defect Reporting

If the client identifies defects or issues in the delivered system within 7 days of completion, the client must notify Afterdark in writing with specific details. Afterdark will, at its sole discretion, either remedy the defect or provide a refund of fees attributable to the defective work.

After the 7-day period, issues are considered maintenance or enhancement requests and are handled under a separate support agreement or quoted separately.

Exclusions

Afterdark does not warrant:

• That third-party platforms (Shopify, Square, WooCommerce, etc.) will approve, maintain, or continue service
• That search engines will index or rank the website
• That payment processors will approve transactions or maintain merchant accounts
• That the system will be error-free or uninterrupted
• Compatibility with future platform updates or third-party changes
• That the client's implementation or operation of the system will be successful

These are outside Afterdark's control and are the client's responsibility.

8. Limitation of Liability

Cap on Liability

Afterdark's total liability for any claims arising from or related to the Services, whether in contract, tort, or otherwise, is limited to the total amount paid by the client for the Services.

Exclusions

Afterdark is not liable for:

• Indirect, incidental, special, consequential, or punitive damages
• Lost profits, revenue, business opportunity, or goodwill
• Reputational harm or damage to customer relationships
• Third-party claims or actions
• Costs of substitute services or workarounds
• Business interruption or downtime
• Data loss or corruption (unless caused by Afterdark's gross negligence)

This limitation applies even if Afterdark has been advised of the possibility of such damages.

Carve-outs

Nothing herein limits liability for:

• Death or personal injury caused by Afterdark's negligence
• Fraud or willful misconduct
• Breach of confidentiality obligations
• Violation of applicable law that cannot be waived

9. Confidentiality and Privacy

Confidential Information

The client's business information, product details, customer data, financial information, and strategy are confidential. Afterdark agrees to:

• Use confidential information solely to perform Services
• Limit access to staff and contractors who need it
• Not disclose client identity, business details, or strategy without explicit written permission
• Protect confidential information with reasonable security measures

Invoicing

Client legal names and business details are used for invoicing purposes only and will not be publicly associated with the work.

Case Study Use

Afterdark may reference the engagement as a case study for business development and marketing, but only in fully anonymized form unless the client grants explicit additional permission. A separate confidentiality or case-study agreement may be required before any public reference.

NDA

The client may request a separate Non-Disclosure Agreement ("NDA") to protect confidential information beyond the obligations stated here. Afterdark will review reasonable NDA language and sign if mutually acceptable.

Data Handling

Client data submitted to Afterdark (product lists, customer information, source files, etc.) will be:

• Used solely for the purpose of performing Services
• Stored securely
• Deleted upon project completion unless the client requests retention
• Not shared with third parties except as necessary (payment processors, hosting providers, attorneys, accountants)
• Handled in compliance with the Privacy Policy

10. Scope Boundaries and Assumptions

Out of Scope

The following are explicitly out of scope unless documented in the Engagement Document:

• Legal advice or compliance review (client must engage qualified counsel)
• Tax advice or accounting consultation
• Extensive original photography or custom illustration
• Content strategy or copywriting beyond product descriptions
• Paid advertising or media buying
• Ongoing maintenance, support, or monitoring after handoff
• Platform API development or custom backend coding
• Marketing or traffic generation

Client Responsibilities

The client is responsible for:

• Providing accurate product information and claims
• Obtaining necessary legal review for policies and product claims
• Verifying platform and processor compliance with business practices
• Making final decisions on strategy, design, and implementation
• Providing timely feedback and approvals
• Maintaining the system and responding to platform or processor changes after handoff

11. Termination

By Afterdark

Afterdark may terminate the engagement immediately if:

• The client fails to pay invoices when due
• The client violates these terms
• The client becomes insolvent or files for bankruptcy
• The client requests Afterdark assist with illegal activity or platform evasion

Upon termination, the client pays for all work completed to the date of termination.

By Client

The client may terminate the engagement at any time by written notice. Upon termination:

• The client pays 50% of the remaining project fee (the completion deposit)
• The client pays for all work completed to the date of termination
• Afterdark delivers work in progress and documentation available at the termination date
• The client does not receive deliverables contingent on full payment (e.g., final site deployment)

12. No Guarantee of Third-Party Approval

Afterdark cannot guarantee approval, continued service, or support from any third-party platform, payment processor, carrier, or regulatory body.

Platform and Processor Approval

Even with careful research and compliance groundwork, platforms (Shopify, Square, WooCommerce, etc.) and payment processors may:

• Decline to approve the merchant account
• Suspend or terminate service due to business category, products, or policy changes
• Apply new policies or restrictions retroactively
• Change terms or service levels

Afterdark's role is to identify material concerns, research current policies, and recommend approaches; final approval decisions rest with third parties.

No Evasion

Afterdark does not assist with circumventing, misrepresenting, or evading platform rules or processor policies. If the client's business practices are in conflict with platform or processor policies, that conflict must be resolved transparently, not hidden or reframed.

13. Dispute Resolution

Governing Law

These terms are governed by the laws of the State of Arizona, without regard to conflicts of law principles.

Jurisdiction

Both parties consent to the exclusive jurisdiction of the state and federal courts located in Maricopa County, Arizona, for any dispute arising from these terms or the engagement.

Informal Resolution

Before litigation, the parties agree to attempt good-faith resolution through direct negotiation between the client and Afterdark.

14. Representations and Warranties

By Client

The client represents and warrants:

• Authority to enter into this agreement
• Ownership or authorization to use all materials provided to Afterdark
• Business activities are lawful and do not violate platform, processor, or applicable law
• All product claims and information provided are accurate and verified
• No use of the Services will violate third-party rights or applicable law

By Afterdark

Afterdark represents and warrants:

• Authority to provide Services
• Services will be performed professionally and in accordance with industry standards
• Afterdark has the right to license and deliver the deliverables to the client
• Afterdark will not infringe third-party intellectual property rights through the Services

15. Indemnification

Client Indemnification

The client agrees to indemnify, defend, and hold harmless Afterdark from any claims, damages, losses, or liabilities (including attorneys' fees) arising from:

• Client-supplied content or materials that infringe third-party rights
• Client's use or implementation of the Services in violation of law
• Client's violation of these terms
• Client's violation of third-party terms (platforms, processors, carriers)

Afterdark Indemnification

Afterdark agrees to indemnify, defend, and hold harmless the client from any claims that Afterdark's original work infringes third-party intellectual property rights. This does not cover claims arising from client-supplied content or third-party integrations.

16. Insurance and Liability

The client bears all risk of loss or damage to the ecommerce system once delivered. Afterdark does not maintain professional liability insurance and does not warrant its ability to defend against claims.

The client may elect to obtain errors and omissions or professional liability insurance to protect against business losses arising from the Services.

17. Modification and Amendment

These terms may be modified by Afterdark at any time. Modified terms apply to new engagements upon publication. For existing engagements, modifications apply only with mutual written consent.

18. Entire Agreement

These Client Service Terms, together with the Website Terms of Use, Privacy Policy, and the Engagement Document for each project, constitute the entire agreement between the parties regarding Services.

No oral agreements, side letters, or email understandings modify these terms.

19. Severability

If any provision is found invalid or unenforceable, that provision is severed, and the remaining terms remain in effect to the maximum extent permitted by law.

20. Contact

For questions or to report an issue: