Terms of Service

These Terms of Service ("Terms") govern all interactions between RetailBiz.tech and any individual or organisation ("Client") that engages, evaluates, or uses our consulting, implementation, advisory, or related professional services ("Services").

These Terms form a legally binding agreement. Where a separate Statement of Work (SOW), Master Services Agreement (MSA), or engagement letter has been signed, the terms of that document supplement and, where expressly stated, supersede these Terms.

We reserve the right to update these Terms at any time. Material changes will be communicated with at least 14 days' notice. Continued engagement after the effective date of any revision constitutes acceptance.

RetailBiz.tech provides professional services in the following practice areas:

• Growth Advisory — acquisition architecture, marketing automation, attribution, and demand generation strategy
• Commerce Integration — e-commerce platform selection, build, and integration with back-office systems
• AI Implementation — AI opportunity assessment, LLM integration, predictive analytics, and conversational commerce
• Systems Integration — ERP, POS, 3PL, and back-office transformation and automation pipelines
• Full-stack Retail Transformation — end-to-end advisory and implementation across all practice areas

All engagements are scoped in a written Statement of Work (SOW) or engagement letter, which will specify deliverables, timelines, fees, and acceptance criteria. No work is commenced without a mutually executed SOW unless explicitly agreed otherwise in writing.

During discovery calls, RetailBiz.tech may share preliminary observations, high-level assessments, and general recommendations as a courtesy. These pre-engagement observations are provided in good faith and without warranty. They do not constitute professional advice and should not be relied upon without a formal engagement.

Any materials, data, or confidential business information you share during a discovery call will be treated as confidential and used solely to evaluate potential engagement opportunities.

Each engagement is governed by a Statement of Work (SOW) which will include:

• A defined scope of services and deliverables
• Project timeline with key milestones
• Fee structure (fixed-fee, time-and-materials, or retainer)
• Acceptance criteria for deliverables
• Assumptions, dependencies, and out-of-scope items
• Named contacts and escalation points for both parties

Scope changes must be agreed in writing via a Change Order. We will not perform out-of-scope work without a signed Change Order specifying the additional fees and timeline impact.

RetailBiz.tech offers the following engagement models:

• Fixed-scope project — defined deliverables, fixed timeline, and fixed fee
• Ongoing retainer — monthly advisory, optimisation sprints, and priority support
• Proof of Concept (PoC) — 4-week engagements to validate a solution with a limited scope
• Standalone audit — systems landscape review with a prioritised recommendations report

To enable RetailBiz.tech to deliver services effectively, you agree to:

• Provide timely access to systems, data, stakeholders, and documentation reasonably required for the engagement
• Designate a named project owner with authority to approve deliverables and provide feedback
• Respond to requests for input, review, or approval within agreed timeframes (default: 5 business days)
• Ensure that all data and materials provided to RetailBiz.tech have been lawfully obtained and that you have the right to share them
• Not engage conflicting third parties to perform substantially the same scope during an active fixed-scope engagement without prior written agreement
• Pay invoices in accordance with Section 6 of these Terms

Delays caused by Client failure to meet these obligations may result in revised timelines. RetailBiz.tech will notify you in writing if Client delays are impacting project delivery.

All fees are set out in the applicable SOW. Unless otherwise stated:

• Fixed-scope projects: 50% deposit due on signing, 50% due on delivery of final deliverable
• Retainer engagements: invoiced monthly in advance, due within 14 days of invoice date
• Time-and-materials: invoiced fortnightly in arrears, due within 14 days
• Standalone audits: 100% payable in advance

All fees are exclusive of applicable taxes (GST, VAT, sales tax). Client is responsible for any applicable withholding taxes. Invoices are issued in the currency specified in the SOW.

Late payments accrue interest at 1.5% per month (18% per annum) from the due date. RetailBiz.tech reserves the right to suspend services for invoices more than 30 days overdue. In the event of persistent non-payment, we reserve the right to terminate the engagement and pursue recovery through applicable legal processes.

Client IP: All data, materials, and pre-existing IP provided by the Client remain the sole property of the Client. RetailBiz.tech is granted a limited licence to use Client materials solely to deliver the agreed services.

Deliverable IP: Upon receipt of full and final payment for an engagement, RetailBiz.tech assigns to the Client all rights, title, and interest in bespoke deliverables created specifically for that engagement (custom code, architecture diagrams, reports, etc.).

RetailBiz.tech Background IP: We retain all rights to our pre-existing methodologies, frameworks, tools, templates, general know-how, and any components, libraries, or proprietary technology that we develop independently of the engagement. Where background IP is embedded in deliverables, we grant the Client a perpetual, non-exclusive, royalty-free licence to use it as incorporated in the deliverable.

Open Source: Some deliverables may incorporate third-party open-source components. We will identify material open-source dependencies in deliverables. Client is responsible for compliance with applicable open-source licences.

Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to third parties except as required by law or as necessary to deliver the services. "Confidential Information" means all non-public business, technical, financial, or strategic information disclosed by either party.

Confidentiality obligations survive termination of an engagement for a period of three (3) years. Exceptions include information that: (a) is or becomes publicly known through no breach of these Terms; (b) was rightfully known prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or regulatory authority.

RetailBiz.tech may reference the Client's name and general nature of the engagement as a case study or reference with the Client's prior written consent. We will not disclose commercial terms, proprietary data, or specific metrics without consent.

Where RetailBiz.tech processes personal data on behalf of the Client in the course of delivering services (acting as a data processor), the parties will execute a Data Processing Agreement (DPA) consistent with applicable data protection law, including GDPR where applicable.

Where RetailBiz.tech processes personal data for its own purposes (e.g., managing the client relationship), it acts as an independent data controller and its Privacy Policy applies.

Each party is responsible for ensuring its own compliance with applicable data protection laws in connection with the engagement.

RetailBiz.tech warrants that:

• Services will be performed with reasonable skill, care, and diligence by qualified professionals
• We have the authority to enter into these Terms and are not subject to any obligation that would conflict with delivery of the services
• Deliverables will materially conform to the specifications set out in the applicable SOW

The Client warrants that:

• They have the authority to enter into these Terms and any applicable SOW
• All data and materials provided to RetailBiz.tech are accurate, lawfully obtained, and do not infringe third-party rights
• The engagement does not violate any applicable law or existing contractual obligation

EXCEPT AS EXPRESSLY SET OUT ABOVE, SERVICES ARE PROVIDED "AS IS" AND RETAILBIZ.TECH EXCLUDES ALL OTHER WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, TO THE FULLEST EXTENT PERMITTED BY LAW.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

• RetailBiz.tech's total aggregate liability arising out of or in connection with any engagement shall not exceed the total fees paid by the Client under the applicable SOW in the three (3) months preceding the event giving rise to the claim
• Neither party shall be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including lost profits, lost revenue, loss of data, loss of goodwill, or business interruption, even if advised of the possibility of such damages
• RetailBiz.tech is not liable for delays, failures, or defects caused by third-party platforms, APIs, or services (including Shopify, NetSuite, OpenAI, and other vendor platforms) that are outside our reasonable control

Nothing in these Terms limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded by law.

Client agrees to indemnify, defend, and hold harmless RetailBiz.tech and its directors, employees, and contractors from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising out of or related to:

• Client's breach of these Terms or any applicable SOW
• Client's use of deliverables in a manner not authorised by RetailBiz.tech
• Claims that data or materials provided by Client infringe the intellectual property or privacy rights of any third party
• Client's violation of applicable law

Term: These Terms are effective from the date of first engagement and continue until all active SOWs are completed or terminated.

Termination for Convenience: Either party may terminate a retainer engagement with 30 days' written notice. Fixed-scope project SOWs may not be terminated for convenience without Client paying for all work completed to date plus a termination fee equal to 25% of the remaining contract value.

Termination for Cause: Either party may terminate immediately if the other: (a) materially breaches these Terms and fails to cure within 14 days of written notice; (b) becomes insolvent, enters administration, or ceases to trade; or (c) engages in fraudulent or illegal conduct.

Effect of Termination: Upon termination, Client shall pay for all services delivered to the date of termination. Provisions relating to IP (Section 7), confidentiality (Section 8), limitation of liability (Section 11), and governing law (Section 14) survive termination.

Governing Law: These Terms are governed by the laws of the State of California, United States, without regard to conflict of law principles.

Good Faith Resolution: The parties agree to attempt to resolve any dispute through good-faith negotiation for a period of 30 days before initiating formal proceedings. Each party shall designate a senior representative to participate in resolution discussions.

Mediation: If good-faith negotiation fails, the parties agree to attempt non-binding mediation before a mutually agreed mediator as a precondition to litigation.

Jurisdiction: Any legal proceedings that cannot be resolved through negotiation or mediation shall be subject to the exclusive jurisdiction of the courts of Santa Clara County, California.

If you are a consumer or business located in the European Union, you may also have the right to use the EU Online Dispute Resolution platform at ec.europa.eu/odr.

Entire Agreement: These Terms, together with any executed SOW or MSA, constitute the entire agreement between the parties and supersede all prior discussions, representations, and understandings relating to the subject matter.

Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force and effect.

Waiver: Failure to enforce any provision does not constitute a waiver of that right for future enforcement.

Assignment: Client may not assign rights or obligations under these Terms without prior written consent. RetailBiz.tech may assign to a successor entity in connection with a merger, acquisition, or sale of substantially all assets.

Force Majeure: Neither party is liable for failure to perform due to circumstances beyond reasonable control, including natural disasters, acts of government, pandemics, or infrastructure failures, provided the affected party notifies the other promptly.

Independent Contractor: RetailBiz.tech operates as an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship.

Notices: Formal notices must be sent in writing to legal@retailbiz.tech or to the address: 123 Tech Avenue, Innovation City, CA 94025, United States.