Terms and Conditions

Key terms

This is a short summary. The full terms below apply.

• Payment: Monthly fees are paid in advance at the start of every 30-day period, within 3 days of the invoice. One-time fees and add-ons are paid on signing.
• Late payment: No late fee. If an invoice is unpaid 7 days after it is due, we may pause the work.
• Minimum term: None for monthly services. They run month to month.
• Cancelling: Either of us can end the Agreement with 30 days' written notice.
• Pausing: You can pause a monthly service once a year for up to 1 month, with 7 days' notice. No fee while paused.
• Refunds: Fees paid for services are not refundable.
• Other costs: Your platform plans and selling fees, paid apps, themes, hosting and advertising spend stay on your own accounts, unless your order says otherwise. Our fees cover our work only.
• Your accounts: You own your stores and accounts. We work through staff, user or collaborator access you grant, never with your password, and never change payout, billing or legal details.
• Reports and hours: Reporting is as listed for your package. We work Sunday to Thursday, 11am to 9pm, and reply the same business day.
• Results: We commit to doing the work well and reporting honestly. We do not guarantee sales, traffic, conversion rates, revenue or growth.
• Platforms: We are independent of the platforms we work on, such as Shopify and Amazon, and not responsible for their decisions or policy changes.
• Your data: Used only for your service, kept in a dedicated email account and Google Drive, deleted within 30 days after the Agreement ends.
• Confidentiality: Both of us keep each other's information confidential, for 2 years after the Agreement ends.
• Law: UAE clients: UAE law and Dubai courts. Clients outside the UAE: Wyoming (USA) law and courts.

Parties

This Agreement is made on the Start Date between:

Prooff Group LLC, a limited liability company registered in the State of Wyoming, United States, with its registered address at 5830 E 2nd Street, Suite 7000 #32580, Casper, WY 82609, USA, operating under the brand Proofflux, serving clients internationally, with operations in the United Arab Emirates, email info@proofflux.com ("Proofflux"); and

the Client named in the Order, at the address and email written there (the "Client").

Proofflux and the Client are each a "party" and together the "parties".

Background

A. The Client sells, or intends to sell, products or services online, or wishes to automate its commerce operations, and wishes to engage Proofflux to help.

B. Proofflux provides commerce management services on a monthly retainer, and store setup and automation work for one-time fees, and has agreed to provide them to the Client on the terms of this Agreement.

1. Definitions and interpretation

1.1In this Agreement:

• Advertising Spend: Amounts charged by advertising platforms, such as Amazon Ads, Meta, Google, TikTok or Snapchat, for advertising on the Client's own ad accounts.
• Agreement: These terms, the Order and the Schedules.
• Business Day: Sunday to Thursday, excluding public holidays in the United Arab Emirates.
• Client Accounts: The Client's stores and accounts on any Platform that are named in the Order or used for the Services, their admin areas, and any related app, payment, shipping or domain accounts.
• Client Data: All data in or from the Client Accounts, and all information and materials supplied by the Client, including customer and order data.
• Confidential Information: Information disclosed by one party to the other that is marked confidential or would reasonably be regarded as confidential, including Client Data, pricing and business plans.
• Fees: The monthly fees, one-time fees, add-on fees and any other charges shown in the Order or agreed under clause 3.4.
• Monthly Services: Services charged on a recurring basis, such as Amazon Management and Shopify Management.
• One-Time Services: Services charged once for an agreed scope, such as a Menuflow store or a Commerce Automation project.
• Order: The agreement, proposal, quote, order form or invoice that names the Client, the Services, the Package and the Fees, and that the Client has signed, accepted in writing or paid.
• Package: The service package named in the Order.
• Platform: Any third-party platform or system that the Services are performed on or connected to, such as Shopify, Amazon, WhatsApp, Meta, Google, a CRM or a payment provider, and the company operating it.
• Services: The Proofflux services named in the Order, as described in Schedule 1.
• Start Date: The start date written in the Order or, if none is written, the date the Client accepts the Order.
• Third-Party Costs: Platform plans and selling fees, paid apps and themes, domains, hosting, API and usage charges, payment and transaction fees, shipping charges, Advertising Spend and any other amount charged by a third party.

1.2Headings are for convenience only. "Including" means "including without limitation". A reference to writing includes email and WhatsApp messages sent between the contacts written in the Order.

2. Structure of this Agreement

2.1This Agreement consists of these terms, the Order, Schedule 1 (Services Included) and Schedule 2 (Data Handling).

2.2The Key Terms summarise this Agreement. If there is a conflict, the following order applies: a service agreement signed by both parties for that service, then these terms, then the rest of the Order, then Schedule 2, then Schedule 1.

2.3Any audit report, sales material or earlier proposal that is not part of the Order is for information only and does not form part of this Agreement.

2.4These terms cover our services. Using proofflux.com and buying digital products are covered by our Terms of Service and Refund Policy.

3. Services

3.1Proofflux will provide the Services for the Package in accordance with this Agreement and Schedule 1, with reasonable skill and care.

3.2Proofflux will perform the Services in compliance with the terms and policies each Platform publishes for merchants, sellers and those working on their behalf, as they apply at the time.

3.3Anything not described in Schedule 1 is outside the Services, including the exclusions listed there.

3.4Either party may request a change to the Services. A change is binding only when both parties have approved in writing a change request setting out its effect on scope, Fees and timing.

3.5Proofflux may use its employees, including part-time and remote staff, to perform the Services. All of them are bound by written confidentiality obligations, and Proofflux remains responsible for their work under this Agreement.

3.6Add-ons. Add-ons shown in the Order are one-time setup fees on top of any monthly fee, and are provided as follows. Their fees are payable on signing:

(a) Store and theme setup. Proofflux sets up and designs the store or theme to a brief agreed with the Client. The final price depends on the design and is written in the Order before signing. A store on a third-party Platform is opened in the Client's name and on the Client's own plan, and the Client owns it. The cost of any paid theme is a Third-Party Cost.

(b) Product adding. Proofflux adds the Client's products using the title, price, images, options and description the Client provides. The Client is responsible for the accuracy of that information. For Monthly Services, adding and editing products after this initial set is part of the monthly Services. For One-Time Services, later changes beyond the agreed scope can be quoted separately.

3.7One-Time Services are delivered to the scope written in the Order. Any change to that scope is made under clause 3.4.

4. Term

4.1Monthly Services start on the Start Date and continue on a month-to-month basis, with no minimum term, until terminated under clause 19.

4.2The Services begin once the Order is accepted, the first invoice is paid and the Client has granted the access described in clause 8.

4.3One-Time Services start on the Start Date and end when the agreed scope has been delivered, unless terminated earlier under clause 19.

5. Fees and payment

5.1The Client will pay the Fees shown in the Order.

5.2Proofflux will invoice monthly fees in advance at the start of each 30-day service period. The first invoice is issued on signature and covers the first 30-day period.

5.3Invoices are payable within 3 days of the invoice date, in UAE dirhams (AED), by bank transfer, card payment link or cash. A cash payment counts as paid only when Proofflux has issued a written receipt for it.

5.4Each party bears its own bank charges. The Client ensures that the full invoiced amount is received.

5.5The Fees are based on the size of the Client's store or account, its number of products, its apps and integrations, its marketing requirements and the scope of work on the Start Date. If these increase materially, Proofflux may propose revised Fees under clause 3.4. If the Client does not accept, the Services continue at the original scope.

5.6Proofflux may change monthly fees by giving at least 30 days' written notice.

5.7The Fees do not include any taxes that may apply. Where a tax is required by law, it will be added at the applicable rate.

5.8Fees for One-Time Services are payable on signing, unless the Order sets out a different payment schedule.

6. Late payment and suspension

6.1Proofflux does not charge a late payment fee.

6.2If an invoice remains unpaid 7 days after its due date, Proofflux may suspend the Services by written notice. Proofflux is not responsible for any consequence to the Client Accounts during a suspension for non-payment.

6.3Fees continue to accrue during a suspension for non-payment. Proofflux will resume the Services within 2 Business Days of receiving all overdue amounts.

7. Advertising Spend and Third-Party Costs

7.1The Client pays all Advertising Spend directly to the advertising platform, using the payment method on the Client's own ad account. Proofflux does not receive, hold, pay or advance Advertising Spend, and Advertising Spend is not included in the Fees.

7.2The Client sets the maximum monthly advertising budget in the Order or in writing. Proofflux manages campaigns within that budget and will not increase it without the Client's written approval.

7.3The Client acknowledges that advertising platforms' billing rules can cause actual daily or monthly charges to differ from budgets set in their consoles, and that all charges billed by those platforms are the Client's responsibility.

7.4Proofflux is not responsible for advertising platforms' billing, pricing of advertising, attribution of sales, or changes to advertising products.

7.5All other Third-Party Costs stay on the Client's own accounts and are paid directly by the Client, unless the Order says otherwise. The Fees cover Proofflux's work only. Proofflux will not buy or subscribe to a paid app, theme or tool on the Client's behalf without the Client's written approval.

8. Account ownership and access

8.1The Client owns, and remains the owner and account administrator of, the Client Accounts. Nothing in this Agreement transfers ownership or control of the Client Accounts to Proofflux.

8.2The Client will grant Proofflux access by adding Proofflux's nominated users through the Platform's staff, user or collaborator access tools, with the permissions set out in Proofflux's access guide. Where a connection needs an API key or similar, the Client creates or approves it. The Client will not share owner login credentials with Proofflux, and Proofflux will not ask for them.

8.3Proofflux will use its access only to provide the Services, and will not change payout or bank details, payment providers' account details, billing method, tax information, legal entity details, account ownership, primary contact details or two-step verification settings on the Client Accounts.

8.4Proofflux will keep a record of the access it holds and of the changes it makes in the Client Accounts.

8.5The Client may reduce or remove Proofflux's access at any time. If this prevents Proofflux performing any part of the Services, Proofflux is released from that part, and the Fees remain payable.

8.6The Client will tell Proofflux in advance if any other person, agency, app or tool will make changes to products, pricing, themes, workflows or advertising for the Client Accounts.

9. Store and account health

9.1Where the Package includes it, Proofflux will monitor store and account health and handle Platform notifications and support cases, and will inform the Client promptly of material health risks.

9.2The Client is responsible for, and Proofflux is not liable for, any warning, product removal, payment hold, restriction, suspension or closure of a Client Account to the extent it results from:

(a) the Client's products, including their authenticity, safety, condition, labelling, legality or compliance;

(b) the Client's supply chain, invoices, trademarks or intellectual property rights, or claims by third parties;

(c) acts or omissions of the Client or anyone other than Proofflux with access to the Client Accounts, including packing, shipping and delivering orders, customer service and handling chargebacks;

(d) issues arising before the Start Date; or

(e) decisions, errors, policy changes or systems of a Platform, a payment provider or an app developer.

9.3Appeals against suspension or closure of a Client Account, and reinstatement work, are outside the Services unless agreed under clause 3.4.

10. Client obligations

10.1The Client will:

(a) provide accurate, complete information and materials, and respond to requests for approval within 2 Business Days;

(b) maintain adequate stock, fulfil its orders, and decide its own pricing, promotions and advertising budget;

(c) ensure its products are genuine, safe, lawful and correctly described, and that it holds the rights to all brand names, images and content it supplies;

(d) pay all Third-Party Costs directly, unless the Order says otherwise; and

(e) comply with each Platform's terms and policies and applicable law in running its business, including consumer protection, e-commerce and tax law, and keep its store policies accurate.

10.2Proofflux is not responsible for delay or failure in the Services caused by the Client not meeting these obligations.

11. No guarantee of results

11.1Proofflux commits to performing the Services with reasonable skill and care. Proofflux does not guarantee, and nothing in this Agreement, any proposal, audit, report or communication is a guarantee of, any level of sales, revenue, profit, traffic, conversion rate, advertising return, search ranking or growth.

11.2The Client acknowledges that results depend on factors outside Proofflux's control, including product quality and demand, pricing, competition, stock availability, reviews, traffic, advertising budgets, seasonality and the decisions, algorithms, fees and policies of Platforms.

11.3Any past results of other clients, including any case study, are not an indication or promise of results for the Client.

12. Independence from Platforms

12.1Proofflux is an independent service provider. It is not owned by, affiliated with, endorsed by or certified by any Platform, including Shopify and Amazon. Any partner or collaborator account Proofflux uses to request access to a Client Account does not change this.

12.2A Platform may change its policies, fees, tools, reports or systems at any time. Proofflux is not responsible for the effect of those changes, but will take reasonable steps to adapt the Services within the agreed scope.

13. Confidentiality

13.1Each party will keep the other's Confidential Information confidential, use it only for the purposes of this Agreement, and disclose it only to its personnel and advisers who need to know it and are bound by equivalent confidentiality obligations.

13.2This does not apply to information that is or becomes public other than through a breach of this Agreement, was lawfully known to the receiving party before disclosure, is independently developed, or must be disclosed by law or by a competent authority (in which case the disclosing party will be notified where lawful).

13.3Proofflux will not name the Client or publish results relating to the Client in marketing without the Client's prior written consent.

13.4This clause continues for 2 years after this Agreement ends.

14. Data protection

14.1In providing the Services, Proofflux will access Client Data, which may include personal data of the Client's customers, such as names, addresses, phone numbers, email addresses and order details.

14.2Proofflux will process Client Data only to provide the Services and on the Client's instructions, in accordance with Schedule 2, applicable data protection law and each Platform's policies on the use of customer information.

14.3Proofflux will keep appropriate technical and organisational security measures in place, and will notify the Client without undue delay, and in any event within 72 hours, after becoming aware of any unauthorised access to Client Data.

14.4Proofflux will not use the Client's customer data to contact customers other than through the Client's own channels and campaigns approved by the Client, or for any purpose other than the Services.

15. Intellectual property

15.1The Client retains all rights in its trademarks, product images, content and Client Data.

15.2The Client grants Proofflux a non-exclusive, royalty-free licence to use the Client's materials during the term only to provide the Services.

15.3Product copy, store and theme designs and other content that Proofflux creates specifically for the Client under this Agreement belong to the Client once the Fees for the month or project in which they were created, and any related add-on fee, have been paid. Third-party themes, apps and tools remain subject to their own licence terms.

15.4Proofflux retains all rights in its own methods, templates, checklists, report formats, tools and know-how, including improvements made while providing the Services.

16. Warranties

16.1Each party warrants that it has authority to enter into this Agreement.

16.2The Client warrants that the use of materials it supplies will not infringe any third party's rights.

16.3Except as expressly set out in this Agreement, all warranties and conditions, express or implied, are excluded to the extent permitted by law.

17. Limitation of liability

17.1Nothing in this Agreement limits liability that cannot be limited by applicable law, including liability for fraud.

17.2Neither party is liable for any indirect or consequential loss, or for loss of profits, sales, revenue, business, goodwill, data, or loss resulting from any restriction, suspension or closure of a Client Account, however arising.

17.3Subject to clause 17.1, each party's total liability arising out of or in connection with this Agreement is limited to the total Fees paid by the Client in the 3 months before the event giving rise to the claim.

17.4Clause 17.3 does not limit the Client's obligation to pay the Fees.

18. Indemnity

18.1The Client will indemnify Proofflux against losses, claims and reasonable costs arising from third-party claims relating to the Client's products, or alleging that materials supplied by the Client infringe that third party's rights.

18.2Proofflux will notify the Client promptly of any such claim and allow the Client reasonable control of its defence.

19. Termination

19.1Either party may terminate this Agreement at any time by giving 30 days' written notice.

19.2Either party may terminate immediately by written notice if the other party commits a material breach and, where the breach can be remedied, does not remedy it within 7 days of written notice.

19.3Either party may terminate immediately by written notice if the other party becomes insolvent, enters liquidation or ceases to carry on business.

19.4Proofflux may terminate immediately by written notice if the Client asks Proofflux to act in breach of a Platform's policies or applicable law, or if a Client Account is suspended or closed in circumstances described in clause 9.2.

20. Pause

20.1The Client may pause Monthly Services once in any 12-month period, for up to 1 month, by giving at least 7 days' written notice. No Fees are charged for the paused period.

20.2During a pause Proofflux does not monitor the Client Accounts and is not responsible for anything that happens in them.

21. Refunds and effect of termination

21.1All Fees paid are non-refundable, including where the Client removes access, pauses, or does not use the Services.

21.2On termination: (a) all unpaid Fees for Services provided up to the termination date become due; (b) Proofflux will stop work and remove its users from the Client Accounts within 2 Business Days and confirm this in writing; (c) the Client should also remove Proofflux's users and review account permissions; (d) Proofflux will provide a handover summary of open cases, recent changes and outstanding issues; and (e) each party will return or delete the other's Confidential Information, subject to Schedule 2 and legal record-keeping requirements.

21.3Clauses 11, 13, 14, 15, 17, 18, 21 and 22 survive termination.

22. Governing law and disputes

22.1The parties will first try to resolve any dispute through good-faith discussion between senior representatives for 30 days after one party notifies the other in writing.

22.2If the Client is established in the United Arab Emirates, this Agreement is governed by the laws of the United Arab Emirates as applied in the Emirate of Dubai, and any dispute not resolved under clause 22.1 will be referred to the courts of Dubai.

22.3If the Client is established outside the United Arab Emirates, this Agreement is governed by the laws of the State of Wyoming, United States, and any dispute not resolved under clause 22.1 will be referred to the state or federal courts located in Wyoming.

23. General

23.1Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including Platform outages, internet or power failures, and government action. This does not excuse payment of Fees for Services already performed.

23.2Independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

23.3Non-solicitation. During this Agreement and for 12 months after it ends, the Client will not employ or engage any Proofflux staff member who worked on the Client's account, without Proofflux's written consent.

23.4Notices. Formal notices (including termination and breach) must be sent by email to info@proofflux.com and to the Client's email written in the Order, or any updated address notified in writing, and take effect on the next Business Day.

23.5Assignment. Neither party may assign this Agreement without the other's written consent, which will not be unreasonably withheld.

23.6Entire agreement. This Agreement is the entire agreement between the parties on its subject and replaces any earlier discussions, proposals and understandings.

23.7Changes. We may update this page from time to time. The version shown when the Client accepts an Order applies to that Order. Changes to an accepted Order are valid only if in writing and signed by both parties, except changes to the Services approved under clause 3.4.

23.8Severability and waiver. If any provision is invalid, the rest continues in force. A failure to enforce a right is not a waiver of it.

23.9Language and counterparts. These terms are published in English and Arabic. An Order may be signed electronically and in counterparts. If the two versions differ, the English version prevails to the extent permitted by applicable law.

Schedule 1: Services Included

What is included depends on the Service and the Package. The Order confirms what applies to the Client, and the current lists are on the service pages:

• Amazon Management
• Shopify Management
• Menuflow
• Commerce Automation

Not included, unless the Order or Package includes it: Third-Party Costs; photography, video, logo and brand design; translation; custom theme, app or software development; buying stock, packing, shipping and customs; answering customer messages; trademark filing and product certification; legal or tax advice, including drafting store policies; suspension appeals; other platforms, marketplaces, websites and social media management. These can be quoted separately.

Needs the Client's approval first: price changes, advertising budget increases, new discounts or campaign types, changes to brand name, logo, main images or product claims, adding or deleting products, publishing a new theme or store, and any paid app or other new Third-Party Cost.

The Client provides: accurate product information and documents, stock, order fulfilment, pricing decisions, the access the work needs, payment of Third-Party Costs, and approvals within 2 Business Days.

Schedule 2: Data Handling

• Roles: The Client decides why and how its customer data is used, and is responsible for its privacy notice and customers' marketing consents. Proofflux processes the data on the Client's behalf only to provide the Services.
• Data accessed: Product, inventory, order, customer, sales, analytics, marketing and app data in the Client Accounts. Order and customer data may include names, delivery addresses, phone numbers, email addresses and order contents.
• How data is accessed: Through Proofflux users added by the Client using the Platform's staff, user or collaborator access, and connections the Client has approved. No owner credentials are shared.
• Purpose: Performing the Services only: fixing order and product issues, raising cases, running approved campaigns, building and running approved workflows, reporting and analysis.
• Where data is stored: In a dedicated email account that Proofflux sets up for the Client's services, including its Google Drive, and in email and WhatsApp conversations with the Client. Access is limited to Proofflux personnel working on the account.
• Minimisation: Reports shared with the Client use aggregated figures. Customer personal data is not copied out of the Client Accounts unless needed to resolve a specific order issue or to run a workflow the Client has approved.
• Security: Individual user logins with two-step verification, access limited to named personnel, access register maintained, devices secured with passwords and encryption where available.
• Tools that hold Client Data: Google (Gmail and Google Drive) and WhatsApp, used only to store files for the Services and to communicate with the Client, and any hosting, automation or AI tools named in the Order.
• Retention: Client Data exported by Proofflux is deleted within 30 days of termination, except records Proofflux must keep by law, such as invoices.
• Breach notification: Within 72 hours of Proofflux becoming aware.
• Customer requests: Any request from a customer about their personal data is passed to the Client promptly.

Contact us

Proofflux, part of Prooff Group LLC, a company registered in Wyoming, USA, operating from Dubai, United Arab Emirates.
Email: info@proofflux.com
Phone and WhatsApp: +971 50 960 5007