Terms of business

Last updated 3 November 2026

1. About these terms

1.1 These terms apply to all work we do for you. “We”, “us” and “EC Web” mean Charles Marsh, trading as EC Web, of Cambridge, United Kingdom. “You” means the business named in the proposal.

1.2 Your agreement with us is made up of these terms and the written proposal or quote we send you (the “proposal”). It starts when you accept the proposal in writing, by email is fine, or pay the deposit.

1.3 If the proposal and these terms disagree, the proposal wins for that project.

1.4 We work with businesses only. These terms are not intended for consumers.

2. Proposals, scope and changes

2.1 Each proposal sets out what we will deliver (the “scope”), the fixed price, the payment schedule and an estimated timeline. A proposal is valid for 30 days from the date we send it.

2.2 The fixed price covers the scope as written. Anything outside it is a change.

2.3 Either of us can ask for a change. We will tell you in writing what it costs and how it affects the timeline, and we only start once you agree. Small changes may be charged at our hourly rate in the proposal, which is currently £125 an hour.

2.4 If we find during the work that something in the scope can’t be done as described, for example because of a Shopify limit, we will tell you promptly and suggest the nearest alternative.

3. Fees and payment

3.1 Projects start with a deposit of 50% of the fixed price, payable before work begins. The rest is invoiced at the milestones in the proposal. If the proposal has no milestones, the balance is invoiced when the work is ready to launch.

3.2 Invoices are due within 14 days.

3.3 Prices are in pounds sterling and exclude VAT.

3.4 Support retainers are invoiced monthly in advance.

3.5 Third-party costs, such as apps, fonts, stock images or a Shopify plan, are paid by you directly unless the proposal says otherwise. We will not buy anything on your behalf without your agreement.

3.6 If an invoice is more than 14 days overdue, we may pause work until it is paid, and any timeline moves accordingly. We may also charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.

4. What we need from you

4.1 You give us staff or collaborator access to your Shopify store and to any other systems the work involves, given as the proposal describes.

4.2 You provide content, such as text, images, product data and brand assets, by the dates we agree. You confirm you have the right to use everything you send us.

4.3 You keep a backup of your live theme before we change it, or let us make one. We work on a copy and publish only with your go-ahead.

5. Timelines and delays

5.1 Timelines in a proposal are our honest estimate, based on getting access, content and feedback when agreed. We will tell you early if anything puts a date at risk.

5.2 If access, content or feedback arrives late, the timeline moves by at least the same amount, and we may need to fit the work around other booked projects.

5.3 If a project is on hold at your request for more than 30 days, we may invoice for the work done so far, and we will agree a new start date when you’re ready.

5.4 Neither of us is responsible for delays caused by things outside our reasonable control, such as a Shopify or hosting outage.

6. Testing, sign-off and launch

6.1 We build and test on a copy of your theme or a development store, and share a preview link for you to review.

6.2 When we tell you the work is ready, you have 5 working days to test it and send us anything that doesn’t match the scope. We fix those items and ask you to check again.

6.3 The work is signed off when you confirm it in writing, when the review period ends without issues reported, or when the work goes live, whichever comes first.

6.4 We agree the launch date together and avoid your busiest trading days. Changes to a live store are made only with your go-ahead.

7. Fixes after launch

7.1 After launch, we fix any defect in our work free of charge for the period in the proposal. That is normally 30 days, or 90 days for Shopify Plus projects and public App Store apps.

7.2 A defect means our work doesn’t do what the scope says. It doesn’t include new features, changes of mind, content edits, or problems caused by someone else changing the code, another app, or a Shopify platform change.

7.3 After the fix period, further work is charged at our hourly rate or covered by a support retainer.

8. Support retainers and hourly work

8.1 A retainer gives you a set number of hours each month at a fixed monthly price, as shown in the proposal.

8.2 Unused hours roll over to the next month only, then expire. Work beyond your hours is charged at the hourly rate, and we will check with you before going over.

8.3 We reply to support requests within one working day, or faster where your proposal says so. Urgent issues on a live store are prioritised.

8.4 Either of us can end a retainer with 30 days’ written notice. There is no minimum term unless the proposal says otherwise.

8.5 Pay-as-you-go work is charged at the hourly rate, in units of 1 hour, and invoiced monthly.

9. Who owns the work

9.1 Once you have paid in full, you own the code, designs and content we create specifically for you. You can keep using and changing them if you move to another developer, and we will hand over the code and notes.

9.2 We keep ownership of tools, code libraries and know-how we had before the project or use across clients, including our own Shopify apps. Where these form part of your work, you get a permanent, free licence to use them as part of it.

9.3 Our own apps, such as Behaviour Discount or Ask AI, stay on their own App Store or website terms and are billed separately.

9.4 Until you have paid in full, the work is licensed to you for review only.

9.5 We may mention that we worked with you, and show the work in our portfolio, unless you ask us not to. We can describe it without naming you.

10. Shopify, apps and other services

10.1 Your Shopify store, domain and app subscriptions are in your name and paid by you. Your use of them is covered by those providers’ own terms.

10.2 We choose third-party apps and services carefully, but we don’t control them. We aren’t responsible for their outages, price changes or changes to how they work.

10.3 Shopify updates its platform regularly. Work needed because of a Shopify change after the fix period is charged as new work, or covered by a retainer.

10.4 We don’t guarantee particular sales, conversion rates or search rankings, though we will always tell you honestly what we expect a change to achieve.

11. Confidentiality and data protection

11.1 We each keep the other’s confidential information private and use it only for the work. This doesn’t cover information that is already public or that the law requires us to share. It continues after the work ends.

11.2 Where the work gives us access to your customers’ personal data, you are the controller and we are your processor under the UK GDPR. We will:

• process it only on your instructions and only for the work
• keep it secure, and give access only to people bound by confidentiality
• use another processor only with your agreement, on terms at least as protective as these
• tell you without undue delay if we become aware of a personal data breach
• help you respond to requests from individuals and to meet your own obligations
• delete or return the data when the work ends, unless the law requires us to keep it
• give you the information you reasonably need to show these terms are being met

11.3 We are happy to sign your own NDA or data processing agreement instead, if you prefer.

12. Liability

12.1 Our total liability to you for any project or retainer is limited to the fees you have paid us for that project, or for a retainer, the fees paid in the previous 12 months.

12.2 We are not liable for loss of profits, sales, business, goodwill or data, or for any indirect or consequential loss.

12.3 You are responsible for keeping backups of your store data. Shopify keeps your store’s data, and we work on copies of your theme so the live version can always be restored.

12.4 Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else the law doesn’t allow us to limit.

13. Ending the agreement

13.1 You can end a project at any time by telling us in writing. You pay for the work done up to that point, at the hourly rate or the completed milestones, whichever is lower, plus any costs we have already committed to on your behalf. The deposit covers early work and is not refunded.

13.2 Either of us can end the agreement straight away if the other seriously breaks these terms and doesn’t put it right within 14 days of being asked, or becomes insolvent.

13.3 We can end the agreement if an invoice is unpaid 30 days after its due date and a reminder.

13.4 When the agreement ends, we hand over the paid-for work and remove our access to your systems. You should remove our staff accounts too. Sections 9, 11 and 12 continue after it ends.

14. General

14.1 Notices can be sent by email: to us at hello@ec-web.co.uk, and to you at the address in the proposal.

14.2 We may use trusted subcontractors for parts of the work. We stay responsible for their work, and they are bound by the same confidentiality and data protection terms.

14.3 The proposal and these terms are the whole agreement between us for the work. Changes to them only count if we both agree in writing.

14.4 If any part of these terms can’t be enforced, the rest still applies.

14.5 Nobody else has rights under this agreement, and neither of us can transfer it without the other’s agreement.

14.6 These terms are governed by the law of England and Wales, and its courts have jurisdiction.

See also our privacy policy and website terms.