Terms of Service

1. Agreement to Terms

By accessing tendodigital.com or engaging Tendo Digital LLC ("Company," "we," "us") for any service, you confirm that you have read, understood, and agree to be bound by these Terms of Service and all policies referenced herein, including our Privacy Policy, Cookie Policy, and Acceptable Use Policy. If you do not agree, you must stop using our website and services immediately.

2. Scope of Services

Tendo Digital LLC provides Shopify Plus development, eCommerce design, platform migration, conversion rate optimization, and ongoing technical support. The specific scope, deliverables, milestones, timelines, and fees for every engagement are defined in a signed Statement of Work (SOW) or project proposal. In the event of a conflict between these Terms and a signed SOW, the SOW will control for that specific engagement.

3. Client Portal Access

Upon project kickoff, we may provision your team with access to our Client Portal for tracking project progress, reviewing deliverables, uploading assets, and managing billing. You are responsible for maintaining the confidentiality of all login credentials issued to your organization. Notify us immediately at hello@tendodigital.com if you suspect unauthorized access.

4. Intellectual Property

4.1 Our Property

All content on tendodigital.com—including text, graphics, logos, UI components, and underlying source code—is the property of Tendo Digital LLC and is protected by U.S. copyright, trademark, and intellectual property laws. You may not reproduce, distribute, or create derivative works from any of this content without our prior written consent.

4.2 Client Deliverables

Upon full payment for completed project work, ownership of custom deliverables (themes, custom code, design files) transfers to the client as outlined in the applicable SOW. We retain a non-exclusive, royalty-free license to showcase the work in our portfolio, case studies, and marketing materials unless a written non-disclosure addendum specifies otherwise.

4.3 Open-Source & Third-Party Code

Some deliverables may incorporate open-source libraries or third-party plugins. We will document all such dependencies in the project handoff. These components remain subject to their respective licenses.

5. Payment Terms

• Payment schedules and amounts are specified in each SOW. A deposit (typically 40–50% of the project total) is required before any work begins.
• Invoices are payable within 15 business days of issuance unless the SOW states a different term.
• Overdue balances accrue a late fee of 1.5% per month on the unpaid amount, compounded monthly.
• We reserve the right to pause active work on any engagement with an overdue balance exceeding 30 days.
• Refund eligibility is governed by the cancellation clause in the applicable SOW.

6. Client Responsibilities

Timely delivery of feedback, content, brand assets, and platform access credentials is essential for us to meet project milestones. Delays caused by the client beyond 10 business days from a deliverable review date may result in revised timelines and, where applicable, additional charges for team re-allocation costs. These adjustments will be communicated in writing before taking effect.

7. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information exchanged during the engagement, including business strategies, analytics data, credentials, financial information, and trade secrets. This confidentiality obligation survives the termination of these Terms for a period of two (2) years unless superseded by a separate NDA with different terms.

8. Warranties & Disclaimers

We warrant that all project work will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Project-specific warranty periods (typically 30 days post-launch for bug fixes) are outlined in the applicable SOW.

Beyond the above, our website and any non-project-specific content are provided "as is" without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

9. Limitation of Liability

To the maximum extent permitted by law, Tendo Digital LLC's total aggregate liability arising from or related to these Terms or any SOW shall not exceed the total fees paid by the client under the specific SOW giving rise to the claim during the 12 months preceding the event. In no event shall we be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, revenue, or business opportunities.

10. Indemnification

You agree to indemnify and hold harmless Tendo Digital LLC, its members, employees, and contractors from and against any claims, damages, losses, or expenses (including reasonable attorney fees) arising out of: (a) your breach of these Terms, (b) your misuse of our deliverables, or (c) any third-party claim that content or materials you provided for the project infringe on intellectual property rights.

11. Termination

Either party may terminate a project engagement as outlined in the applicable SOW. Upon termination, the client shall pay for all work completed up to the termination date. We reserve the right to immediately suspend or terminate website access for any user who violates these Terms or our Acceptable Use Policy.

12. Dispute Resolution

Any dispute arising from these Terms shall first be addressed through good-faith negotiation between the parties. If the dispute is not resolved within 30 days, either party may initiate binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in the United States, and the decision of the arbitrator shall be final and enforceable in any court of competent jurisdiction.

13. Governing Law

These Terms are governed by and construed in accordance with the laws of the United States and the state in which Tendo Digital LLC is organized, without regard to conflict of law principles.

14. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

15. Changes to These Terms

We may revise these Terms at any time. Material changes will be communicated by updating the effective date at the top of this page and notifying active clients via email or the Client Portal. Continued use of our website or services constitutes acceptance of the revised Terms.