Last updated: 24 September 2026
These Terms of Service (the "Terms") govern all services provided by Speed Plus ("we", "us", "our") and your use of speedplus.us. Speed Plus is a Shopify and Shopify Plus agency providing platform migrations, point of sale migrations, design, development, integration, optimisation and ongoing support (together, the "Services").
These Terms apply alongside any proposal, statement of work, quote or order form we both agree to (each an "SOW"). Where an SOW is signed by an authorised representative of Speed Plus and expressly changes a specific clause in these Terms, the SOW governs that clause. In every other respect these Terms apply.
By signing an SOW, paying an invoice or deposit, instructing us to begin work, or using anything we deliver, you agree to these Terms. This is an agreement between businesses. You confirm you are entering into it for the purposes of your business and that you have authority to bind your company.
1. Definitions
Deliverables means the stores, themes, code, configurations, migrations, integrations, documentation and other work products described in the SOW.
Client Content means anything you or your team give us, including product data, customer records, images, copy, trademarks, credentials and access to third party systems.
Speed Plus Materials means everything we bring to the engagement that was not created specifically for you, including our libraries, tooling, migration scripts, templates, checklists, methods and know how, together with any improvements we make to them.
Go Live means deployment of any part of the Deliverables to a production environment, or to any environment used for real transactions or publicly accessible to your customers.
Change Order means a written agreement between us that varies scope, timeline or fees.
2. Scope of work
The Services are limited to what the SOW describes. Timelines and estimates are planning figures given in good faith, not fixed commitments, and they assume you meet your responsibilities under clause 3.
Anything not written in the SOW is outside scope. That includes, without limitation: pages, templates, features or integrations not named; configuration of third party apps, ERP, 3PL or accounting systems beyond the Shopify side work we agreed; content writing, photography and creative assets; data cleansing and manual data entry; search, advertising and analytics strategy; accessibility, tax or regulatory compliance; and training or documentation.
If work is needed beyond the agreed scope, we will tell you before doing it. That work requires a Change Order or an available balance of prepaid hours, and is charged at our rates current at the time. We may pause work that would exceed what has been authorised.
3. Your responsibilities
You agree to:
a. Nominate one point of contact who can make decisions and is reachable during business hours. b. Give us the access we need, including Shopify stores, source platforms, point of sale systems, APIs, hosting, DNS and any third party accounts involved in the work. c. Provide content, data, feedback and approvals within 5 business days of a request, or within the period stated in the SOW. d. Keep your own independent backups of your store, data and systems. e. Confirm that Client Content is accurate and lawful and that you hold the rights to it. f. Comply with the terms of Shopify and any other platform involved.
Delay or incomplete information on your side extends our timelines by at least the length of the delay. Where a delay causes us to hold capacity, repeat work or restart a migration, we may charge for that time at our current rates. Extended non response is dealt with under clause 12.
4. Migrations and data
Migration work depends on what the source system can export. We will tell you during discovery what can be moved and what cannot. We reconcile migrated records against the source and give you the results to review before Go Live.
You are responsible for reviewing and signing off on migrated data. We are not responsible for gaps, inaccuracies or losses that originate in the source system, in exports you supply, or in changes made in either system after the agreed cut off point.
We will agree a rollback approach before any Go Live. You must keep the source system available and unchanged until you have confirmed the migration is accepted.
5. Acceptance
You have 5 business days from delivery of a milestone or Deliverable to tell us in writing about anything that does not match the SOW, with enough detail for us to reproduce it. We will correct anything that genuinely does not match, at no charge.
If we hear nothing within that period, or if you take the work live, the item is accepted. Accepted work may still be changed, but changes are new work under clause 2.
6. Fees and payment
Fees are stated in the SOW in US dollars and exclude sales tax, VAT and any other tax or duty, which you pay in addition.
Unless the SOW says otherwise, we invoice a deposit before work begins, then by milestone or monthly in arrears. Invoices are payable within 14 days.
Overdue amounts accrue interest at 1.5% per month or the maximum the law allows, whichever is lower. We may suspend work and access to work in progress while an invoice is overdue. We will give you notice before we suspend.
Prepaid blocks of hours are drawn down as work is performed, including scoping, development, testing, deployment, project management and meetings. We report the balance to you as the work proceeds. When the balance reaches zero, work pauses until more hours are agreed.
Refunds are covered by our Refund Policy, which forms part of these Terms.
7. Intellectual property
We keep ownership of Speed Plus Materials. On full payment of all sums due under the relevant SOW, we assign to you the intellectual property in the custom Deliverables built specifically for you.
Where a Deliverable includes Speed Plus Materials, we grant you a perpetual, worldwide, non exclusive licence to use them as part of that Deliverable and any later versions of it. You may not extract them for separate resale or licensing.
Until payment is complete, you hold a limited licence to review and test the work internally.
You keep ownership of Client Content and grant us the licence we need to use it while delivering the Services.
We may describe the work publicly, including screenshots and results, unless you tell us in writing before Go Live that you would rather we did not. We will not publish your commercial terms or anything you have marked confidential.
8. Third party services
Shopify, apps, payment gateways, ERP systems, point of sale hardware, shipping providers and other third party services are supplied by those providers on their own terms. We do not control them and do not warrant them. Their fees, outages, API changes and policy changes are outside our control, and work needed because of them is new work under clause 2.
9. Compliance and accessibility
We build to current good practice, including accessibility practice, but we are not a law firm, an accessibility auditor or a compliance consultant. We do not warrant that a store meets ADA, WCAG, GDPR, CCPA, PCI or any other standard, now or in future.
If you obtain a written report from an independent, qualified auditor within 30 days of acceptance that identifies specific defects against what the SOW required, we will fix those defects at no charge. Anything beyond that is chargeable.
Responsibility for the lawful operation of your store, including tax, consumer, privacy and accessibility obligations, rests with you.
10. Warranty
We warrant that for 30 days after acceptance the Deliverables will work materially as the SOW describes. If they do not, tell us in writing within that period and we will fix them. That is your remedy under this warranty.
Beyond that warranty, and to the extent the law allows, the Services and Deliverables are provided as they are. We do not warrant uninterrupted operation, freedom from every defect, compatibility with future platform versions, or any particular commercial outcome. We do not promise specific revenue, conversion, ranking or traffic results.
11. Liability
Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be limited.
Subject to that, our total liability arising out of or in connection with the Services, on any basis, is limited to the fees you paid us under the relevant SOW in the 6 months before the event giving rise to the claim.
Neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue, data, goodwill or business opportunity, however caused.
You will indemnify us against claims arising from Client Content, from your use of the Deliverables after acceptance, and from your breach of these Terms.
12. Term and termination
Either party may terminate an SOW on 30 days written notice. Either party may terminate immediately if the other commits a material breach and does not remedy it within 14 days of being asked to.
On termination you pay for all work performed up to the termination date and for any non cancellable commitments we made on your behalf. Treatment of prepaid amounts is set out in the Refund Policy.
If you stop responding for 30 consecutive days and we cannot proceed, we may treat the project as paused. We will attempt to reach you at least twice before doing so. Restarting a paused project is subject to our availability and current rates.
Clauses 7, 9, 10, 11, 13 and 15 survive termination.
13. Confidentiality
Each of us will keep the other's confidential information private and use it only to perform this agreement. This obligation lasts 3 years after the engagement ends, and indefinitely for trade secrets and for personal data.
Credentials, staging environments and previews are confidential and are for your evaluation only until Go Live.
This clause does not cover information that is public, that a party already held, or that the law requires to be disclosed.
14. Data protection
Where we process personal data on your behalf, you are the controller and we are the processor. We process it only on your instructions, keep it secure, and require the same of anyone we use. Our Privacy Policy explains what we collect in our own right.
We will help you respond to data subject requests and to any personal data breach affecting data we hold for you.
15. Use of artificial intelligence
We use AI assisted tools in research, writing, design, development and testing. All output is reviewed by a person before it reaches you, and everything we deliver remains subject to clause 5. Ownership under clause 7 is unaffected.
We do not put your customer personal data into public AI tools. If your own policies restrict particular tools, tell us in writing and we will confirm what we can accommodate.
16. Non solicitation
For 12 months after the engagement ends, neither party will solicit the other's employees or contractors who worked on the engagement. This does not prevent general recruitment advertising or hiring someone who applies on their own initiative.
17. General
Neither party is liable for failure caused by events outside its reasonable control.
Neither party may assign this agreement without the other's written consent, except to a successor of its business.
If a clause is unenforceable, the rest continues to apply.
These Terms and the SOW are the whole agreement between us on their subject matter and replace earlier discussions.
Notices may be given by email to the addresses in the SOW.
We may update these Terms. The version published when you sign an SOW or pay an invoice governs that engagement.
18. Governing law
These Terms are governed by the laws of New York, United States. The courts of New York have exclusive jurisdiction, and both parties submit to them.
19. Contact
Speed Plus
New York City, New York, United States
Email: support@speedplus.us
Web: https://www.speedplus.us