Terms of Service

Effective Date: January 2025  |  Company: ScaleWise VA  |  Contact: [email protected]

1. Acceptance of Terms

By engaging ScaleWise VA's services, visiting our website at scalewiseva.com, or entering into a service agreement with us, you ("the Client") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms in full, you must not use our services.

These Terms form the basis of our contractual relationship. Any variations must be agreed in writing between both parties. ScaleWise VA reserves the right to update these Terms at any time; continued use of our services following any update constitutes acceptance of the revised Terms.

2. Services Provided

ScaleWise VA provides Shopify store operations, growth, and development services including, but not limited to:

• Store management, order fulfillment oversight, and virtual assistant services
• Pinterest advertising strategy and campaign management
• Email marketing, SMS marketing, and Klaviyo setup and management
• Conversion rate optimization (CRO)
• Shopify theme development, store redesign, and custom app development
• AI workflow automation and SWAPIT platform access (when available)

The specific services provided to each Client are defined in the relevant service agreement, proposal, or scope of work document. ScaleWise VA reserves the right to modify, suspend, or discontinue any service with reasonable notice.

3. Client Obligations

To receive our services, the Client must:

• Own or lawfully operate the Shopify store for which services are being provided
• Hold valid and active Shopify plan credentials and provide ScaleWise VA with the access required to perform agreed services
• Ensure that the products, content, and operations of their store comply with all applicable laws and Shopify's Terms of Service
• Provide timely responses to communications and approvals as required to deliver services effectively
• Keep ScaleWise VA informed of material changes to the store, business structure, or requirements

4. Payment Terms

ScaleWise VA services are invoiced on a monthly basis unless otherwise agreed in writing. The following payment terms apply:

• Invoices are issued at the beginning of each service month
• Payment is due within 14 days of the invoice date (Net-14)
• Accepted payment methods will be specified on the invoice
• Late payments may attract a late fee of 2% per month on the outstanding balance
• ScaleWise VA reserves the right to suspend services in the event of non-payment beyond 21 days from the invoice date

All prices are quoted exclusive of VAT unless otherwise stated. Where applicable, VAT will be charged at the prevailing rate.

5. Intellectual Property

Client-Owned Assets

All content, creative assets, store data, and intellectual property belonging to the Client's brand and business remain the sole property of the Client. ScaleWise VA does not claim any ownership over the Client's store, products, branding, or customer data.

ScaleWise VA Proprietary Materials

ScaleWise VA retains full ownership of all proprietary systems, methodologies, operational templates, SOPs, workflow architectures, and tools (including SWAPIT) that we develop as part of our internal operations. Where we produce bespoke creative work specifically for a Client (such as custom theme code, email templates, or ad creative), ownership of that specific deliverable transfers to the Client upon full payment, unless otherwise agreed in writing.

The Client may not reproduce, distribute, or use ScaleWise VA's proprietary systems, processes, or tools outside of the agreed service engagement without prior written consent.

6. Confidentiality

Both parties agree to treat as confidential any proprietary information, trade secrets, or sensitive business information disclosed during the course of the engagement ("Confidential Information"). Neither party shall disclose Confidential Information to third parties without the prior written consent of the disclosing party, except as required by law or regulation.

This obligation of confidentiality survives the termination of the service agreement for a period of three (3) years.

7. Limitation of Liability

To the fullest extent permitted by applicable law, ScaleWise VA's aggregate liability to the Client for any claim arising out of or relating to these Terms or the services provided shall not exceed the total fees paid by the Client to ScaleWise VA in the three (3) months preceding the claim.

ScaleWise VA shall not be liable for:

• Any indirect, incidental, special, consequential, or punitive damages
• Loss of revenue, profits, or business opportunities arising from service interruptions
• Any third-party platform outages, policy changes, or actions (including Shopify, Klaviyo, Pinterest, or others)
• Any actions taken based on recommendations or reports provided by ScaleWise VA where the Client has ultimate decision-making authority

8. Termination

Either party may terminate the service agreement by providing 30 days' written notice to the other party. During the notice period, services will continue as normal and any outstanding invoices become immediately due.

ScaleWise VA reserves the right to terminate the agreement with immediate effect if:

• The Client fails to pay invoices within the agreed terms and does not remedy the breach within 7 days of notice
• The Client engages in conduct that is unlawful, abusive, or materially breaches these Terms
• Continuing the engagement would require ScaleWise VA to violate applicable laws or regulations

Upon termination, ScaleWise VA will provide reasonable assistance in transitioning operational responsibility back to the Client or to a successor provider.

9. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of England and Wales. Any disputes arising in connection with these Terms or the services provided shall be subject to the exclusive jurisdiction of the courts of England and Wales, unless both parties agree to an alternative dispute resolution process.

10. Entire Agreement

These Terms, together with any service agreement, proposal, or scope of work document agreed in writing between the parties, constitute the entire agreement between ScaleWise VA and the Client with respect to the subject matter hereof. They supersede all prior negotiations, representations, and understandings.

11. Contact

For any queries relating to these Terms of Service, please contact us:

• Email: [email protected]
• Website: scalewiseva.com