Terms of service

These terms govern consulting services provided by GUYRO DIGITAL, Licensed business (Osek Murshe) no. 027108737, Israel ("we", "us"), to a client ("you"). Where a signed proposal or statement of work says something different, that document takes precedence over these terms.

1. Scope of services

We provide ecommerce consulting: growth strategy, Shopify Plus development, performance marketing management, conversion rate optimisation and analytics, loyalty and retention design, and internal automation and tooling. The specific work, deliverables, timeline and fee for each engagement are set out in a written proposal or statement of work agreed by both parties before the work starts.

Anything not written into that document is out of scope. New requests are quoted and agreed separately. We may decline work that falls outside our expertise or that we believe would damage your business.

2. Your responsibilities

Our work depends on your input. You agree to give us the access we need to the relevant systems, to nominate one person who can make decisions and approve deliverables, and to respond to questions and review requests within a reasonable time. Where a delay on your side holds up the work, timelines move by at least the length of the delay.

You confirm that you have the right to grant us access to the accounts, data and materials you give us, and that the content you supply does not infringe anyone else's rights.

3. Engagement and payment

Fees are stated in the proposal, either as a fixed price for a defined deliverable or as a monthly fee for an ongoing engagement. Unless the proposal says otherwise:

• Fixed-price work is invoiced 50 percent on start and 50 percent on delivery.
• Ongoing engagements are invoiced monthly in advance.
• Invoices are due within 30 days of the invoice date.
• Fees are exclusive of VAT and of any third-party costs such as advertising spend, app subscriptions or hosting, which you pay directly.
• We may suspend work on an account with an invoice more than 30 days overdue, after giving you written notice.

Either party may end an ongoing engagement by giving 30 days' written notice. You pay for work performed up to the end of the notice period. Fees already paid for work performed are not refundable.

4. Intellectual property

On full payment of the fees for the relevant work, you own the deliverables we create specifically for you: the code we write for your store, the campaign structures we build in your accounts, and the documents and reports we produce for you.

We keep ownership of anything that predates the engagement or that we develop independently of it, including our methods, frameworks, templates, checklists and internal tooling. Where a deliverable contains any of that pre-existing material, you get a perpetual, non-exclusive, non-transferable licence to use it as part of that deliverable, for your own business.

Third-party components keep their own licences. We will tell you when a deliverable depends on one.

5. Confidentiality

Each party will keep the other's confidential information confidential, will use it only for the engagement, and will not disclose it to anyone else without permission. This covers commercial figures, customer data, strategy, source code and anything else that is obviously confidential or is marked as such.

It does not cover information that is already public, that a party already knew without a duty of confidence, or that must be disclosed by law. These obligations continue for three years after the engagement ends, and indefinitely for personal data and source code.

We will not name you as a client or describe your results publicly without your written permission.

6. Warranties and limitation of liability

We will perform the services with reasonable skill and care, to the standard of a competent professional in this field.

We do not guarantee commercial results. Revenue, traffic, conversion rate, return on ad spend and ranking outcomes depend on your product, pricing, market, operations and on third-party platforms we do not control. Any forecast or projection we provide is an estimate, not a promise. We are not responsible for changes made by Google, Meta, Shopify or any other platform, or for their outages, policy decisions or account suspensions.

Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill or data, however it arises. Our total liability in connection with an engagement is limited to the fees you paid us for that engagement in the 12 months before the event giving rise to the claim.

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be limited by law.

7. Data protection

Where we process personal data on your behalf, we do so as your processor, on your instructions, and we will enter into a data processing agreement if you need one. Our privacy policy covers the data we handle as a controller.

8. Governing law and jurisdiction

These terms and any dispute arising from them are governed by the laws of the State of Israel. The competent courts of Tel Aviv-Jaffa have exclusive jurisdiction. Before starting proceedings, both parties agree to try to resolve the dispute in good faith directly.

9. General

If any provision of these terms is found to be unenforceable, the rest continues to apply. Neither party may assign the agreement without the other's written consent, except to a successor of the whole business. Neither party is liable for failure to perform caused by events outside its reasonable control. These terms, together with the proposal, are the whole agreement between us.

10. Contact

Questions about these terms: guy@guyro.digital, or write to GUYRO DIGITAL, 85 Ahavat Adam St., Kfar Yona 4034353, Israel.