Terms of Service

1. Acceptance of These Terms

By accessing or using the Website, or by requesting, purchasing or using any of the Services, you confirm that you have read, understood and agreed to these Terms. If you do not agree with any part of these Terms, please do not use the Website or the Services.

You represent that you are at least 18 years old and have the legal capacity to enter into a binding contract. If you engage us on behalf of a company or other entity, you represent that you are authorized to bind that entity, and "you" refers to that entity.

2. Our Services

XaiWind Dynamics provides custom software development and related professional services, including without limitation:

• SaaS customization: design, development, extension and integration of software-as-a-service applications tailored to your business requirements;
• WordPress services: custom theme and plugin development, site building, performance optimization, migration and maintenance for WordPress websites;
• Shopify services: store setup, custom theme development, app integration, checkout and workflow customization for Shopify stores;
• Related services: technical consulting, third-party API and payment gateway integration, ERP integration, and ongoing technical support and maintenance.

The specific scope, deliverables, timeline and fees of each engagement are defined in a separate written proposal, quotation, statement of work or service agreement (each, an "Order"). In the event of a conflict between an Order and these Terms, the Order prevails for that engagement.

3. Quotes, Fees and Payment

Quotations we issue are valid for the period stated in the quotation (or 30 days if not stated). Prices are quoted in the currency specified in the Order and exclude any applicable taxes, duties or third-party charges (such as hosting, domain, plugin licenses, or Shopify/WordPress marketplace fees), which are your responsibility unless the Order states otherwise.

Unless the Order provides a different schedule, projects require an upfront deposit before work begins, with the balance due upon delivery. Support and maintenance services are billed in advance for each service period.

If any invoice remains unpaid after its due date, we may suspend work, withhold delivery of pending deliverables, and charge reasonable late fees to the extent permitted by law. All bank or payment-processing charges are borne by the paying party.

4. Client Responsibilities

The timely and successful delivery of a project depends on your cooperation. You agree to:

• Provide accurate and complete project requirements, and respond to our questions, drafts and review requests within a reasonable time;
• Provide the materials needed for the project (such as text, images, logos, product data and brand guidelines) and ensure that you have the legal right to use and license those materials;
• Provide necessary access credentials (such as hosting, domain, WordPress admin or Shopify store accounts) where required, and maintain your own backups of any systems and data we are given access to unless the Order states that backups are part of our Services;
• Ensure that your use of the deliverables and any instructions you give us comply with applicable laws and the terms of relevant third-party platforms (including the Shopify Terms of Service and WordPress plugin/theme licenses).

Delays caused by missing materials, delayed feedback or inaccessible accounts may extend the project timeline accordingly, and are not a breach on our part.

5. Delivery and Acceptance

We will deliver the work described in the Order within the agreed timeline. Timelines are good-faith estimates and may be adjusted for scope changes, third-party dependencies or the delays described in Section 4.

Unless the Order provides otherwise, you have 7 business days from delivery to review the deliverables and notify us in writing of any material non-conformity with the Order. We will correct verified non-conformities at no additional charge. If we receive no written notice within the review period, or you put the deliverables into productive use, the deliverables are deemed accepted.

Requests that go beyond the scope defined in the Order (including new features, additional pages or redesigns) are treated as change requests and quoted separately.

6. Intellectual Property

Upon our receipt of all fees due under an Order, and except as set out below, the intellectual property rights in the custom deliverables created specifically for you under that Order are assigned to you.

The following are excluded from the assignment:

• Our pre-existing materials: tools, libraries, frameworks, code snippets and know-how that we owned or developed independently of your project. We grant you a non-exclusive, perpetual license to use them as embedded in the deliverables;
• Open-source components: components licensed under open-source licenses (for example, code derived from WordPress is governed by the GPL) remain subject to their respective licenses;
• Third-party assets: themes, plugins, apps, fonts, stock images and similar assets licensed from third parties remain subject to the third party’s license terms, and any license fees are your responsibility unless the Order states otherwise.
• Content and materials you provide to us remain yours; you grant us a license to use them solely to perform the Services.

All rights in the Website and its content (text, graphics, logos and code) belong to XaiWind Dynamics or its licensors. You may not copy, scrape, reverse engineer or create derivative works from the Website without our prior written consent. Unless you notify us in writing otherwise, we may identify you as a client and display non-confidential parts of the delivered work in our portfolio.

7. Third-Party Platforms and Services

The Services frequently involve third-party platforms and services, such as WordPress, Shopify, hosting providers, payment gateways and third-party APIs. Your use of those platforms is governed by their own terms, policies and fees, which are between you and the relevant provider.

XaiWind Dynamics is an independent service provider and is not affiliated with, endorsed by or sponsored by WordPress/Automattic, Shopify or any other platform mentioned on the Website. All trademarks belong to their respective owners.

We are not responsible for the availability, pricing changes, API changes, policy decisions or discontinuation of any third-party platform, nor for defects in third-party themes, plugins or apps that we did not develop. Where a platform change breaks previously delivered work, we can quote the necessary updates as a separate engagement.

8. Warranties and Disclaimers

We warrant that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards, and that deliverables will materially conform to the agreed Order at the time of acceptance.

Except as expressly stated in these Terms or an Order, the Website and the Services are provided "as is" and "as available", and we disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that any website or software will be uninterrupted, error-free or completely secure, nor do we guarantee specific business outcomes such as sales, traffic or search rankings.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

9. Limitation of Liability

To the maximum extent permitted by applicable law, XaiWind Dynamics shall not be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, data or business opportunities, arising out of or related to the Website or the Services, even if advised of the possibility of such damages.

To the maximum extent permitted by applicable law, our total aggregate liability arising out of or related to an engagement shall not exceed the fees actually paid by you to us under the relevant Order during the 12 months preceding the event giving rise to the claim.

Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for willful misconduct or gross negligence.

10. Revisions, Cancellation and Refunds

Each Order states the number of revision rounds included, if any. Additional revisions or scope changes are quoted separately.

If you cancel a project after work has begun, fees already paid for completed work and work in progress are non-refundable, and we may invoice you for work performed up to the effective date of cancellation. Deposits are non-refundable once work has commenced unless the Order states otherwise.

Fees for support and maintenance periods already started are non-refundable except where required by applicable law. Where an Order includes its own cancellation or refund schedule, that schedule prevails.

11. Confidentiality

Each party may receive non-public business, technical or financial information of the other party in connection with the Services ("Confidential Information"). The receiving party shall use Confidential Information only for the purpose of the engagement, protect it with reasonable care, and not disclose it to third parties except to employees and contractors who need it and are bound by comparable obligations, or where disclosure is required by law.

These obligations survive the completion or termination of an engagement for 3 years, and, for trade secrets, for as long as the information remains a trade secret.

12. Force Majeure

Neither party is liable for a failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, governmental action, internet or power failures, or outages of third-party platforms and infrastructure.

The affected party shall notify the other party without undue delay and use reasonable efforts to resume performance. If a force majeure event continues for more than 60 days, either party may terminate the affected Order upon written notice, and you will pay for work performed up to termination.

13. Use of the Website

You agree to use the Website only for lawful purposes. You may not attempt to gain unauthorized access to the Website or its systems, interfere with its operation, introduce malicious code, or use automated tools to scrape or mass-download its content.

We may modify, suspend or discontinue any part of the Website at any time without notice. We are not liable for any unavailability of the Website or for errors or omissions in its content, which is provided for general information and does not constitute professional advice.

14. Privacy

Our collection and use of personal information in connection with the Website and the Services are described in our Privacy Policy, available at https://shoptofly.com/privacy-policy. By using the Website or the Services, you also acknowledge the Privacy Policy.

15. Termination

Either party may terminate an engagement by written notice if the other party materially breaches these Terms or the Order and fails to cure the breach within 14 days after receiving written notice of it.

Upon termination, you shall pay for all Services performed up to the effective date of termination. Sections concerning intellectual property, confidentiality, limitation of liability, governing law and any other provisions that by their nature should survive will survive termination.

16. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Wyoming, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties shall first attempt to resolve any dispute arising out of or relating to these Terms through good-faith negotiation. If the dispute is not resolved within 30 days, it shall be submitted to the competent state and federal courts located in the State of Wyoming, and each party consents to the jurisdiction of those courts. Nothing in this Section prevents either party from seeking injunctive relief in any court of competent jurisdiction.

17. Changes to These Terms

We may update these Terms from time to time. The updated version will be posted on this page with a revised "Last Updated" date and takes effect upon posting. Material changes do not retroactively modify Orders already in progress. Your continued use of the Website or the Services after an update constitutes acceptance of the updated Terms.

18. Contact Us

If you have any questions about these Terms or the Services, please contact us:

• Company: XaiWind Dynamics LLC
• Email: [email protected]
• Website: https://shoptofly.com