Terms of Service

1. Services

Automerce Solutions provides digital services including, but not limited to, eCommerce automation, marketplace management (Amazon, Shopify, TikTok Shop, Walmart, eBay), website design and development, mobile app development, SaaS development, branding, graphic design, SEO, digital marketing, PPC management, video animation, and related consulting services. The specific scope, deliverables, timelines, and fees for each engagement shall be outlined in a separate service agreement, proposal, or order confirmation (collectively, "Service Agreement") executed between the parties.

2. Client Responsibilities

You agree to:

• Provide accurate, complete, and current information as required for service delivery, including but not limited to business details, platform access, content, branding assets, and technical specifications.
• Maintain the confidentiality of any login credentials or account access provided to or shared with Automerce Solutions and ensure such access is permissible under applicable third-party platform terms.
• Respond to requests for feedback, approvals, or materials within the timeframes specified in the Service Agreement. Delays attributable to Client non-responsiveness may result in project timeline adjustments and shall not constitute a breach by Automerce Solutions.
• Ensure that any materials, content, or intellectual property provided to Automerce Solutions do not infringe upon the rights of any third party.
• Comply with all applicable laws, regulations, and platform terms of service in connection with your business activities.

3. Payment Terms

All fees are due and payable as set forth in the applicable Service Agreement. Unless otherwise agreed:

• A non-refundable deposit of 50% of the total project value is required prior to commencement of work.
• The remaining balance is due upon project completion and prior to final delivery, unless a different payment schedule is specified in the Service Agreement.
• For monthly retainer services, fees are due in advance at the commencement of each billing period.
• Invoices not paid within ten (10) days of the due date shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is less) from the due date until paid in full.
• Automerce Solutions reserves the right to suspend services immediately and withhold deliverables in the event of non-payment. Suspended services due to non-payment shall not entitle the Client to any refund of amounts previously paid.

The Client acknowledges that payment method details (credit cards, bank accounts, or digital payment credentials) collected for billing purposes are processed through secure, PCI-compliant payment processors and stored in accordance with our Privacy Policy.

4. Intellectual Property

Upon full and final payment of all amounts due, Automerce Solutions assigns to the Client all ownership rights in the final deliverables produced specifically for the Client under the applicable Service Agreement, including website designs, logos, application code, and other custom creative work.

Notwithstanding the foregoing, Automerce Solutions retains all rights, title, and interest in: (a) pre-existing intellectual property, tools, frameworks, libraries, and methodologies used in the creation of deliverables; (b) generic components, templates, or code modules that are not uniquely developed for the Client; and (c) any deliverable for which full payment has not been received. The Client is granted a license to use such pre-existing elements solely as incorporated in the final deliverable.

Automerce Solutions reserves the right to use completed work in its portfolio, case studies, and marketing materials unless the Client expressly requests otherwise in writing prior to project commencement.

5. Confidentiality

Each party agrees to maintain the confidentiality of the other party's non-public business information, including but not limited to pricing, strategies, platform credentials, client data, and proprietary processes, and to use such information solely for the purpose of fulfilling obligations under the applicable Service Agreement. This confidentiality obligation survives termination of the service engagement for a period of three (3) years.

6. Platform Access and Third-Party Accounts

Where services require access to third-party platforms, accounts, or credentials, the Client grants Automerce Solutions limited, revocable authorization to access such accounts solely for the purpose of service delivery. The Client represents and warrants that they have the authority to grant such access and that doing so does not violate any applicable platform terms of service or law.

Automerce Solutions expressly disclaims any liability for: (a) the actions, decisions, or policies of third-party platforms; (b) account suspensions, bans, or restrictions imposed by marketplace operators; (c) data loss or security incidents arising from the Client's own account security practices; or (d) any losses arising from the Client's independent use of their platforms during or after the engagement.

7. Limitation of Liability

8. Indemnification

You agree to indemnify, defend, and hold harmless Automerce Solutions, its officers, directors, employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney's fees) arising out of or related to: (a) your use of the Website or services; (b) your violation of these Terms; (c) your violation of any applicable law or third-party rights; (d) inaccurate or incomplete information provided by you; or (e) your independent business decisions made in connection with your marketplace operations or digital business.

9. Disclaimer of Warranties

THE WEBSITE AND ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. AUTOMERCE SOLUTIONS DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT SPECIFIC RESULTS WILL BE ACHIEVED.

10. Governing Law

These Terms shall be governed by the laws of the Commonwealth of Kentucky, USA. Any disputes shall be resolved as set forth in the Refund Policy's dispute resolution provisions, which are incorporated herein by reference.

11. Changes to Terms

Automerce Solutions reserves the right to modify these Terms at any time. Continued use of the Website or services after such modifications constitutes acceptance of the updated Terms. Material changes will be communicated via email or a prominent notice on our Website.