Professional Services Terms

These Professional Services Terms (the Services Terms) govern paid professional services provided under the Ursus brand by PANIC BEAR COMPANY LIMITED (Ursus, we, us, or our) to the person or business identified in an accepted Statement of Work (Customer, you, or your).

PANIC BEAR COMPANY LIMITED is the contracting entity and payment recipient for the Services.

These Services Terms apply only to paid professional services that Ursus agrees to provide under an accepted Statement of Work. They do not govern the purchase or licence of an Ursus theme through the Shopify Theme Store.

1. How these Terms work

1.1 The contractual documents

A Services project may be governed by:

1. the project proposal, order form, or statement of work that Ursus accepts for that project (the SOW);
2. these Services Terms; and
3. Ursus's general Terms of Service, where relevant.

The SOW contains project-specific details such as the agreed scope, deliverables, exclusions, fees, payment schedule, milestones, timeline, assumptions, dependencies, revision entitlement, and project-specific acceptance criteria.

1.2 Order of precedence

If the documents conflict:

1. the SOW controls project-specific matters, but only to the extent that it expressly states a different project-specific rule;
2. these Services Terms control matters relating specifically to paid professional services; and
3. the general Terms of Service apply to matters not addressed by the SOW or these Services Terms.

1.3 Theme purchases and licences remain separate

Buying a theme does not include paid Services unless expressly stated in an accepted SOW.

Engaging Ursus for paid Services does not create, expand, transfer, or replace a Shopify theme licence. Theme purchases, licences, transfers, and theme-purchase refunds remain governed separately through Shopify and Ursus's theme-related policies.

2. Requests, review, and project acceptance

2.1 A Services request is an enquiry

Submitting a Services request does not create a project, reserve capacity, bind Ursus to perform work, or guarantee that Ursus will accept the request.

We may review the requested work for scope, capability, fit, dependencies, risk, and available capacity. We may decline a request if we reasonably determine that it falls outside our Services or capabilities, is not a suitable fit, or cannot be accommodated.

2.2 When a project becomes accepted

A project becomes an accepted Services project only when:

1. the SOW has been accepted in writing by both you and Ursus, including by email or an agreed electronic acceptance method; and
2. any initial payment required by the SOW has been received by Ursus.

Until both conditions are met, neither party is obliged to begin the project.

2.3 Authority to accept

If you accept an SOW on behalf of a company, client, or other organisation, you confirm that you have authority to bind that entity to the SOW and these Services Terms.

3. Scope of Services

3.1 The SOW defines the project

We will provide only the Services and deliverables described in the accepted SOW.

Anything not included in the agreed scope is outside the project unless we later agree to add it in writing.

Descriptions on our website, examples of previous work, discussions before acceptance, estimates, and other general materials do not expand the scope of an accepted SOW unless the SOW expressly includes them.

3.2 Assumptions and dependencies

The SOW may state assumptions and dependencies on which scope, fees, or timing are based. If an assumption is materially incorrect or a dependency changes, we may need to revise the affected scope, fee, or timeline through the change process in Section 4.

4. Scope changes and additional work

4.1 What counts as a scope change

A scope change includes any request that materially changes or adds to the agreed deliverables, functionality, design direction, content, technical requirements, dependencies, integrations, or acceptance criteria.

A revision within the agreed scope is not a scope change merely because further work is required to meet the SOW.

4.2 Change process

Before performing changed or additional work, we will identify the proposed change and, where relevant, its effect on fees, timeline, milestones, assumptions, or dependencies.

Changed work is not authorised until both parties approve it in writing.

We are not required to perform additional or changed work at the original fee or timeline.

If an agreed scope change removes material work that has not yet been performed, the parties will record any corresponding adjustment to the remaining fees in the written change.

5. Fees, invoices, and taxes

5.1 Fees and payment schedule

The SOW states the project fees, currency, and payment schedule.

The SOW may require an initial payment, milestone payments, a final payment, or another agreed structure.

If an initial payment is required, work will not begin until that payment is received.

5.2 Invoice due date

Unless the SOW states otherwise, an invoice is due within 14 calendar days after the invoice date.

5.3 Taxes

Unless the SOW expressly states that taxes are included, project fees are exclusive of applicable taxes, duties, levies, or similar government charges.

You are responsible for taxes that applicable law requires you to pay in connection with your purchase of the Services, except taxes imposed on Ursus's own income.

5.4 Payment-provider and currency charges

You are responsible for charges imposed on you by your bank, payment provider, or currency-conversion provider.

5.5 Third-party costs

We will not commit you to a material non-cancellable third-party cost without your written approval.

Approved third-party costs may be invoiced separately or included in the payment schedule stated in the SOW.

6. Your project responsibilities

You agree to:

• provide accurate and complete project information;
• provide the content, assets, access, permissions, approvals, decisions, and feedback reasonably required for the project;
• nominate an authorised contact who can give instructions and approvals on your behalf;
• review deliverables within the agreed review periods;
• ensure that information and instructions you provide are lawful and accurate;
• keep appropriate copies or backups of your store content, data, themes, and other business materials;
• maintain any Shopify plan, valid theme licence, app subscription, third-party account, or other dependency required for the project unless the SOW states that Ursus will procure it; and
• comply with laws and requirements that apply to your store and business.

We do not provide legal, tax, privacy, accessibility, accounting, or regulatory advice unless an SOW expressly states that appropriately qualified advice is included.

7. Customer materials

7.1 Your materials remain yours

You retain ownership of content, data, trademarks, logos, designs, code, documents, media, and other materials that you or someone acting for you provides to us (Customer Materials).

7.2 Licence to use Customer Materials for the project

You grant Ursus a non-exclusive licence to access, copy, modify, and use Customer Materials only as reasonably necessary to perform the accepted Services, test the work, communicate about the project, and satisfy related legal or record-keeping obligations.

7.3 Rights and permissions

You confirm that you have the rights, licences, permissions, and consents necessary for Ursus to use Customer Materials as required by the project.

If a third party claims that Customer Materials or your instructions infringe its rights or violate applicable law, Section 20 applies.

8. Shopify store access and security

8.1 Approved access methods

For our usual theme work, we request Shopify collaborator access using Shopify's collaboration request process. You review and approve the request in Shopify.

The access we normally require is limited to the permissions needed for the project, which currently means Online Store / Themes for standard theme work. A project may require different or additional permissions only where the accepted SOW reasonably requires them.

Do not send us your Shopify account password or another person's login credentials.

8.2 Permissions

You control the permissions you grant and should provide only the permissions reasonably required for the project.

Our usual theme workflow does not require access to buyer data or order lists. However, the information visible through a Shopify store can depend on the permissions granted, the store configuration, and the work being performed. If a project requires materially different access, that requirement should be identified before the affected work begins.

You are responsible for reviewing and removing Ursus access when it is no longer required, unless ongoing access is expressly agreed.

8.3 Live stores and backups

We will use reasonable care when working with your store. Where appropriate, work may be carried out on an unpublished theme, duplicate theme, development copy, or other reasonable working environment before being applied to a live storefront.

You remain responsible for maintaining appropriate backups of your store data and business materials.

9. Personal data and privacy

9.1 Privacy Policy

Our Privacy Policy explains how Ursus handles personal information in connection with enquiries, project communications, billing, support, and our own business operations.

9.2 Store access and project data

Our usual theme work does not require us to use buyer data or order lists. However, authorised Shopify access or project files can make personal or business information visible depending on the permissions granted, the store configuration, and the work being performed.

During development, testing, or a theme update, theme code or other project files may be processed or stored temporarily on developer devices or through external development tools as reasonably necessary to perform the Services. The confirmed current use of external tools is limited to theme code. We do not treat those temporary working copies as a permanent repository of your store's theme code.

Because technical processing, caching, and retention can vary by tool and project, our Privacy Policy and any applicable project-specific terms should describe the data-handling commitments that apply. These Services Terms do not promise a particular external tool, storage location, cache duration, or deletion mechanism unless expressly agreed.

You should provide only the access and data reasonably necessary for the project and should avoid sending unnecessary sensitive information through email, support forms, or project messages.

9.3 Your responsibilities

You are responsible for ensuring that you are permitted to provide the requested access, instructions, and personal data to Ursus for the project.

Each party will comply with the data-protection obligations that apply to it.

If the Services require Ursus to process personal data on your behalf in a way that requires additional data-processing terms under applicable law, the parties will put those terms in place before that processing begins.

9.4 Retention and removal

Project information may need to be retained for project delivery, billing, dispute handling, security, record-keeping, or other lawful purposes.

Temporary development copies are intended to be removed when they are no longer needed for the relevant work, subject to any lawful or operational retention requirement. This statement does not represent a formal fixed retention period or deletion procedure.

The Privacy Policy should be read together with these Services Terms for the current details of how Ursus handles personal information.

10. Project schedule, delays, and inactivity

10.1 Project dates depend on cooperation

Project dates and milestones assume that you provide required materials, access, decisions, feedback, and approvals on time.

A delay caused by missing or late Customer Materials, access, instructions, approvals, or another Customer-controlled dependency will reasonably extend the affected project dates.

If the delay materially changes the project conditions, dependencies, platform, theme version, or effort required, the project may need to be re-estimated through the change process.

10.2 Inactivity

If we require a response or action from you and receive no response for 20 business days, we may give written notice and pause the project.

If the required response or action is still not provided for a further 20 business days, we may give written notice and close the project.

Restarting a paused or closed project is subject to current capacity and may require an updated scope, schedule, or quotation.

Project closure does not cancel fees properly due for work already performed or approved non-cancellable third-party costs.

11. Revisions, delivery, review, and acceptance

11.1 Revisions

Where revisions are relevant, the SOW states how many revision rounds are included.

A revision round means one consolidated set of feedback from the authorised Customer contact.

Included revisions are intended to refine work within the agreed scope. New functionality, a materially different direction, new content, new pages, new deliverables, or additional revision rounds may require a scope change.

11.2 Handover for review

For these Services Terms, handover means making the relevant final deliverable available to you for review using the method reasonably appropriate for the project or stated in the SOW.

Unless the SOW says that Ursus will publish or deploy the final deliverable for you, you are responsible for reviewing the result and deciding when to publish or place it into production.

11.3 Review period

Unless the SOW states another period, you have 10 business days after handover to review the deliverable.

During that period you are expected to check the result against the agreed scope before publishing it. You must either:

• approve the deliverable; or
• provide a written rejection identifying the specific material ways in which the deliverable fails to meet the SOW.

A rejection based only on a new preference, changed direction, new requirement, or matter outside the SOW is not a valid rejection of the agreed deliverable.

11.4 When a deliverable is accepted

A deliverable is accepted on the earliest of:

1. your written approval;
2. your publication, production use, or commercial use of the deliverable other than agreed testing; or
3. expiry of the applicable review period without a valid written rejection.

If you provide a valid rejection, we will correct the verified non-conformity and resubmit the affected deliverable for review.

11.5 Payment schedule remains separate

Acceptance does not alter the payment schedule in the SOW. Milestone or final invoices become due according to the agreed payment trigger and invoice terms.

12. Quality assurance, defects, and handover

12.1 Quality assurance

We will carry out reasonable quality checks appropriate to the Services and any project-specific acceptance criteria stated in the SOW.

Unless expressly stated in the SOW, we do not promise testing against every browser, device, operating system, app, third-party service, future Shopify release, or customer-specific environment.

12.2 Defect correction period

For 30 calendar days after handover of the relevant final deliverable, you may report a reproducible defect attributable to Ursus that causes the delivered work to materially fail the agreed SOW.

We will correct a verified in-scope defect without an additional Services fee during that period.

The 30-day defect correction period is separate from the 10-business-day review period in Section 11. The review period is for checking and accepting the deliverable before publication or production use. The defect correction period is a limited post-handover remedy for qualifying defects in Ursus work.

12.3 What is not a defect

The defect correction period does not cover:

• a new feature, new design direction, changed requirement, or other work outside the SOW;
• problems caused by changes made after delivery by you, an app, another developer, or another third party;
• problems caused by Shopify, an app, an external service, hosting, a browser, or another dependency changing after delivery;
• use outside the environment or purpose described in the SOW;
• a later theme version, platform update, or third-party update that requires compatibility work;
• Customer Materials that are inaccurate, incomplete, or later changed; or
• a matter that was expressly excluded or accepted as a known limitation.

12.4 Handover and later support

At handover, we will provide the deliverables and project materials identified in the SOW.

Any training, documentation, change log, ongoing maintenance, monitoring, retainer, or other post-handover assistance is included only if stated in the SOW.

After the 30-day defect correction period, further support, investigation, maintenance, fixes outside the defect definition, or additional development may be provided as paid Services where Ursus agrees to take on the work. Any applicable rate or fee will be stated in the relevant SOW, proposal, quotation, or other agreed project document.

13. Theme versions, custom development, and future updates

13.1 Custom work and future theme versions

Custom development, styling, configuration, or third-party integrations may be affected by later changes to an Ursus theme, Shopify, an app, a browser, or another dependency.

Theme-editor settings and some non-conflicting code changes may be preserved through an update, while other custom work may require review, adaptation, or re-application.

Unless the SOW expressly includes future upgrade or maintenance work, compatibility work required by a later theme or platform version is a separate Services request.

13.2 Theme Upgrade Services

Where Ursus agrees to provide a Theme Upgrade project, the SOW will identify the source version, target version, custom work to be reviewed, known dependencies, exclusions, and acceptance criteria.

As part of a Theme Upgrade, Ursus may compare the customer's customised theme code against the relevant stock theme version to identify changes that may need to be transferred, re-applied, adapted, or rebuilt for the target version.

We do not guarantee that every historic customisation, third-party integration, or external dependency can be identified, preserved, transferred, or carried forward unchanged. Work required to re-apply, modify, or rebuild custom code is limited to the scope accepted for that Theme Upgrade.

13.3 Support remains separate

Theme Support covers the Ursus theme and its built-in functionality under the Support Policy.

Paid custom work, migration or re-application of custom code, additional development, and changes requested after the applicable defect correction period are not automatically included in theme Support.

14. Third-party services, apps, assets, and licences

14.1 Third-party dependencies

A project may use or interact with third-party apps, services, fonts, stock assets, APIs, hosting, software, or other tools (Third-Party Services).

Third-Party Services are governed by their own terms, licences, availability, pricing, privacy practices, and technical limitations.

14.2 Customer responsibility

Unless the SOW states otherwise, you are responsible for obtaining and maintaining the subscriptions, licences, accounts, permissions, and payments required for Third-Party Services used in your project.

14.3 Ursus responsibility

Where the SOW includes integration or configuration work, Ursus remains responsible for performing that agreed work with reasonable care.

However, we do not control and do not warrant the underlying operation, availability, security, future compatibility, pricing, or conduct of a Third-Party Service.

A defect in a Third-Party Service is not an Ursus defect merely because that service is used by or connected to the project.

14.4 Third-party changes

If a Third-Party Service changes, is discontinued, becomes incompatible, or introduces new requirements that materially affect the project, further work may require a scope change or a new Services request.

15. Intellectual property

15.1 Project Deliverables

Project Deliverables means bespoke deliverables created specifically for your accepted SOW, excluding Customer Materials, Ursus Materials, Ursus themes, and Third-Party Materials.

Subject to full payment of all amounts due for the relevant Project Deliverables, Ursus assigns to you the intellectual property rights that Ursus owns in standalone Project Deliverables to the extent that those rights are legally separable from Ursus Materials and Third-Party Materials.

15.2 Ursus Materials

Ursus Materials include:

• Ursus themes and theme source code;
• pre-existing code, components, libraries, templates, tools, frameworks, documentation, processes, and methods;
• know-how, skills, concepts, general techniques, and reusable solutions developed independently of your project; and
• improvements or adaptations to those materials that are not created solely as a standalone bespoke Project Deliverable for you.

Ursus retains all rights in Ursus Materials.

15.3 Embedded Ursus Materials

Where a paid Project Deliverable includes or depends on Ursus Materials, Ursus grants you, after full payment, a non-exclusive, worldwide, perpetual licence to use those Ursus Materials only as reasonably necessary to use, maintain, and operate the paid Project Deliverable for the store or project covered by the SOW.

That licence does not give you the right to sell, distribute, sublicense as a standalone product, or otherwise commercialise Ursus Materials separately from the paid Project Deliverable.

You may allow a contractor acting on your behalf to access the relevant materials solely to maintain or operate the covered store or Project Deliverable, subject to any underlying theme or third-party licence.

15.4 Theme licence remains unchanged

Nothing in these Services Terms transfers ownership of an Ursus theme or changes the Shopify theme licence attached to a theme purchase.

Custom work performed on a copy of an Ursus theme does not give you ownership of the underlying theme.

15.5 Third-Party Materials

Third-party themes, apps, fonts, stock assets, open-source software, and other Third-Party Materials remain subject to their applicable licences.

15.6 Use before full payment

Before full payment, you may use delivered work for review and agreed testing only, unless the SOW states otherwise.

15.7 General knowledge and similar work

Nothing in these Services Terms prevents Ursus from using general skills, knowledge, ideas, methods, or non-confidential techniques learned or developed while performing a project, or from providing similar services to other customers, provided Ursus does not use your Confidential Information or Customer Materials in breach of these Services Terms.

15.8 Portfolio use

Ursus will not publicly use your name, logo, Confidential Information, or project work as a portfolio or promotional reference unless you have given permission or the SOW expressly allows it.

16. Confidentiality

16.1 Confidential Information

Confidential Information means non-public business, commercial, financial, technical, security, customer, product, operational, or project information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential in the circumstances.

16.2 Use and protection

Each party will:

• use the other party's Confidential Information only as reasonably necessary to perform or receive the Services or exercise rights under the project;
• use reasonable measures to protect it from unauthorised use or disclosure; and
• disclose it only to personnel, contractors, advisers, or service providers who need the information and are subject to appropriate confidentiality obligations.

16.3 Exclusions

Confidential Information does not include information that the receiving party can show:

• is or becomes public without breach of these Services Terms;
• was lawfully known to the receiving party without confidentiality restrictions;
• is received lawfully from another source without confidentiality restrictions; or
• is independently developed without using the disclosing party's Confidential Information.

16.4 Required disclosure

A party may disclose Confidential Information where required by law, regulation, or a competent authority.

Where legally permitted, the receiving party will give reasonable notice before disclosure so the other party can seek appropriate protection.

The confidentiality obligations continue for as long as the information remains confidential by its nature or under applicable law.

17. Cancellation

17.1 Cancellation by the Customer

You may cancel an accepted project by written notice.

17.2 Cancellation before work starts

If you cancel before Ursus begins substantive project work, we will refund prepaid Services fees for that project, less any third-party cost that you approved and that cannot reasonably be cancelled or recovered.

For this purpose, substantive project work can include agreed discovery, planning, configuration, design, development, implementation, or other work performed under the SOW.

17.3 Cancellation after work starts

If you cancel after substantive project work begins:

1. amounts already paid for the commenced project, milestone, or phase are non-refundable, except where applicable law requires otherwise or the SOW expressly provides otherwise;
2. those retained amounts are credited against amounts otherwise due for work completed or earned up to the effective cancellation date and against approved non-cancellable third-party commitments, so the same work or cost is not charged twice; and
3. if the value of completed or earned work and approved non-cancellable commitments exceeds the amounts already credited toward them, you must pay the remaining balance.

Where a fixed project fee has been agreed and completed work must be valued on cancellation, the value will be determined using completed milestones where available or, where the SOW is not milestone-based, the reasonable proportion of the agreed scope completed and documented project activity.

If amounts already paid for the commenced project, milestone, or phase exceed the calculated value of completed or earned work, the excess is not refundable solely because you cancel, subject to applicable law and any different rule expressly stated in the SOW.

Future unpaid milestone fees for work or phases that have not begun do not automatically become due solely because you cancel, unless the SOW expressly identifies a committed cost, reserved capacity, or other amount that is non-cancellable or already earned.

If a prepayment is expressly allocated in the SOW to a distinct future phase that has not begun, its treatment on cancellation will be governed by that SOW and applicable law.

This section does not create an absolute no-refund rule where applicable law requires a refund or another remedy.

17.4 Cancellation by Ursus

Ursus may cancel or terminate an SOW as permitted by Section 18.

If Ursus cancels or cannot continue a project for reasons not attributable to you:

1. you remain responsible only for work completed or otherwise earned up to the effective cancellation date and approved non-cancellable third-party commitments;
2. amounts you have already paid will be credited against those amounts, so the same work or cost is not charged twice;
3. Ursus will refund prepaid Services fees allocated to work that Ursus will not perform; and
4. Ursus will hand over completed Project Deliverables for which you have paid, subject to Section 15 and any reasonable technical handover requirements.

Ursus will not automatically charge the remaining contract price for unperformed future work.

18. Suspension and termination

18.1 Overdue payment

If an undisputed invoice remains unpaid after its due date, we may send written notice requiring payment.

If the invoice remains unpaid 7 calendar days after that notice, Ursus may pause work.

If it remains unpaid 30 calendar days after its original due date, Ursus may terminate the affected SOW by written notice.

We do not charge late-payment interest under these Services Terms.

18.2 Reversed or disputed payments

If an authorised payment for an undisputed amount is reversed, charged back, or otherwise withdrawn, Ursus may pause work and withhold undelivered Project Deliverables until the payment issue is resolved.

This does not prevent you from raising a genuine billing dispute in good faith.

18.3 Other material breach

If either party materially breaches an accepted SOW or these Services Terms and the breach can reasonably be corrected, the other party may give written notice describing the breach and a reasonable opportunity to correct it.

If the breach is not corrected within that reasonable period, the non-breaching party may terminate the affected SOW by written notice.

18.4 Immediate suspension where necessary

Ursus may immediately pause affected work where reasonably necessary to address a serious security risk, unlawful instruction, misuse of access, or conduct that would make continued performance unsafe or unlawful.

Where reasonably possible, we will explain the reason and what would be required to resume work.

18.5 Effect of suspension

Suspension means Ursus may stop performing further work and may withhold undelivered work until the relevant issue is resolved.

Suspension does not authorise Ursus to disable, damage, interfere with, or take control of your live store as a method of debt collection.

18.6 Effect of termination

Termination does not affect:

• fees and obligations accrued before termination;
• your obligation to pay for completed work and approved non-cancellable third-party costs;
• rights in fully paid deliverables;
• confidentiality;
• intellectual-property provisions;
• liability provisions; or
• any other clause intended by its nature to continue after termination.

19. Warranties and disclaimers

19.1 Our service commitment

Ursus will perform accepted Services with reasonable care and skill and in accordance with the applicable SOW.

19.2 No commercial-outcome guarantee

Unless the SOW expressly states otherwise, we do not guarantee any particular sales, revenue, conversion rate, traffic level, search ranking, performance score, business result, or commercial outcome.

19.3 Platform and compatibility limitations

To the fullest extent permitted by applicable law, we do not guarantee that:

• Shopify, an Ursus theme, a Third-Party Service, or another external dependency will remain unchanged or continuously available;
• Project Deliverables will remain compatible with every future Shopify, theme, app, browser, device, or third-party change;
• every third-party service will be suitable for your business;
• future changes can be implemented without additional work; or
• a deliverable will satisfy every legal, regulatory, privacy, tax, accessibility, security, or industry requirement applicable to your business unless the SOW expressly includes an assessment of that requirement.

Nothing in this section excludes a warranty, condition, guarantee, or statutory right that cannot lawfully be excluded.

20. Third-party claims relating to Customer Materials

You will indemnify Ursus against a third-party claim, loss, damage, liability, or reasonable external legal cost to the extent that it arises from:

• Customer Materials that you supplied or instructed us to use infringing a third party's intellectual-property or other rights; or
• our following a specific Customer instruction that is unlawful or infringes a third party's rights,

except to the extent that the claim was caused by Ursus using the material outside the agreed project purpose or by Ursus's own unauthorised modification.

Ursus must notify you reasonably promptly of a claim for which it seeks indemnity and provide reasonable cooperation.

You may control the defence or settlement of the third-party claim, provided that you may not agree to a settlement that admits wrongdoing by Ursus, imposes non-monetary obligations on Ursus, or restricts Ursus's business without our written consent.

21. Limitation of liability

21.1 Excluded losses

To the fullest extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential loss arising out of or relating to an SOW or the Services.

To the fullest extent permitted by applicable law, Ursus will not be liable for loss of profits, revenue, sales, goodwill, business opportunity, anticipated savings, or data arising out of or relating to an SOW or the Services.

21.2 Liability cap

To the fullest extent permitted by applicable law, Ursus's total aggregate liability arising out of or relating to a particular SOW will not exceed the total fees paid or payable under that SOW.

21.3 What the limitations do not exclude

Nothing in these Services Terms limits or excludes liability to the extent that applicable law does not allow that liability to be limited or excluded, including liability for fraud or wilful misconduct where such liability cannot lawfully be limited.

Any mandatory statutory or consumer rights remain unaffected.

22. Events outside reasonable control

Neither party is liable for delay or failure to perform caused by an event outside its reasonable control, including a material Shopify outage, third-party platform outage, network or communications failure, government action, natural disaster, war, civil disturbance, labour disruption, or similar event, to the extent that the event prevents or delays performance.

The affected party will use reasonable efforts to reduce the effect of the event and resume performance when reasonably possible.

Affected project dates will be adjusted reasonably.

If the event materially prevents the project from continuing, the parties will discuss whether to revise or cancel the affected remaining work. If Ursus cannot continue the affected SOW for reasons not attributable to you, Section 17.4 will apply.

23. Disputes and governing law

23.1 Good-faith escalation

Before starting formal proceedings, each party agrees to make a reasonable attempt to resolve a dispute by giving the other party written notice describing the issue and the resolution requested.

This does not prevent either party from seeking urgent interim relief or exercising a right that cannot lawfully be restricted.

23.2 Governing law

These Services Terms and each SOW are governed by the laws of Vietnam, without regard to conflict-of-law principles.

23.3 Courts

Subject to any mandatory rights that apply, disputes arising out of or relating to these Services Terms or an SOW are subject to the jurisdiction of the competent courts of Vietnam.

If applicable law gives you a mandatory right to bring proceedings in another jurisdiction, that right is not affected.

24. Mandatory consumer and statutory rights

These Services Terms are intended primarily for professional services supplied in connection with Shopify stores and merchant businesses.

Nothing in these Services Terms excludes, limits, or modifies a statutory, consumer, or other right that applicable law says cannot be excluded, limited, or modified.

Where mandatory law imposes a requirement that conflicts with these Services Terms, the mandatory requirement prevails to the extent of the conflict.

25. General provisions

25.1 Personnel and contractors

Ursus may use team members and contractors to perform Services.

Ursus remains responsible for the performance of accepted Services under the SOW, subject to these Services Terms.

25.2 No partnership or agency

The Services do not create a partnership, joint venture, employment relationship, fiduciary relationship, or agency between you and Ursus.

Neither party may bind the other except as expressly agreed in writing.

25.3 No waiver

If either party does not enforce a right immediately, that does not waive the right.

25.4 Severability

If a court or competent authority finds part of these Services Terms invalid or unenforceable, the remaining provisions continue to apply.

The affected provision will be enforced to the maximum extent permitted by applicable law.

25.5 Entire project agreement

For an accepted project, the SOW, these Services Terms, and the applicable general Terms of Service form the agreement between you and Ursus for that project, together with any document that the SOW expressly incorporates.

25.6 Changes to these Services Terms

We may update these Services Terms for future projects.

Unless both parties agree otherwise or applicable law requires a change, the version incorporated into an accepted SOW continues to govern that SOW and is not replaced retroactively by a later website update.

25.7 Notices

Project notices, approvals, scope changes, cancellation notices, and other communications under an SOW may be sent by email to the authorised contacts identified in the SOW, unless the SOW specifies another method.

Legal notices to Ursus may be sent to hello@ursus-e.com, or to any replacement notice details that Ursus validly communicates in writing.

25.8 Electronic acceptance

The parties may accept an SOW, change order, approval, or other project document electronically, including by email or another agreed electronic acceptance method.

Contact us

Ursus Ecom

Email: hello@ursus-e.com

For general enquiries, visit our Contact us page.

For theme-related questions or issues, visit our Get support page.

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