SEND THE MESS

How We Work

A plain-English guide and the Client Service Agreement behind it

The process, without the corporate fog

The plain-English guide above is a summary. The signed Agreement and Statement of Work control if there is any conflict.

CLIENT SERVICE AGREEMENT

Shopify Catalog Organization, Cleanup & Launch-Readiness Services

This Client Service Agreement (the “Agreement”) is between Send The Mess (“Send The Mess,” “we,” “us,” or “our”) and the client identified above (“Client,” “you,” or “your”). It governs each Statement of Work signed or otherwise approved by both parties under this Agreement.

1. Agreement Structure and Order of Priority

Your project is governed by this Agreement and the applicable Statement of Work (“SOW”). The SOW identifies the selected service or package, deliverables, exclusions, store access, schedule, fees, payment milestones, and revision allowance.

If documents conflict, the following order controls: (1) a signed change order or later written amendment; (2) the applicable SOW; (3) this Agreement; and (4) any website Terms of Service or Privacy Policy incorporated by reference. A project-specific term in the SOW controls over a general term in this Agreement only for that project.

2. Services and Scope

We will perform only the services described in the SOW. Depending on the project, services may include a Mini Mess Audit, Starter Build, Launch Build, Full Catalog Build, add-ons, or a custom engagement.

Work not expressly included in the SOW is out of scope. Examples may include store redesign, theme coding, app configuration, legal or regulatory review, product photography, image creation, publishing products, or ongoing store management unless specifically listed.

2.1 Changes and additional work

Either party may request a change. Before performing additional work, we will describe the change, added fee, and schedule impact in writing. Email approval is sufficient. We are not required to begin added work until the change is approved and any required payment is received.

3. Project Schedule, Communication, and Delays

Any delivery date depends on timely payment, access, complete materials, feedback, and approvals from you. A delay caused by missing information, late feedback, unavailable access, or a third-party platform moves the schedule by at least the length of the delay and may require rescheduling based on our availability.

Unless the SOW states another period, you will respond to project questions and review requests within five (5) business days. Please provide feedback in one consolidated response through the communication channel identified in the SOW.

3.1 Project holds and inactivity

If we cannot proceed for ten (10) business days because we are waiting for you, we may place the project on hold. Restart dates are subject to availability. If inactivity continues for thirty (30) calendar days after written notice, we may close the project and treat it as a Client cancellation under Section 10.

4. Shopify Access and Store Safety

4.1 Minimum necessary access

If store access is required, you will invite us through Shopify’s collaborator or staff permission system. Access will be limited to the permissions reasonably needed for the SOW. Do not send us your owner password. Unless expressly stated in the SOW, we will not request billing, financial-account, payment-processor, user-management, or ownership-transfer permissions.

4.2 How access may be used

We will use store access only to perform the agreed services. We will not intentionally change unrelated products, orders, customers, settings, themes, apps, billing information, or payment settings. Publishing, deleting, or making broad live-store changes is permitted only when expressly included in the SOW or separately approved in writing.

4.3 Backups and change control

You are responsible for maintaining available backups or exports of your store data and materials. When appropriate to the work, we will use reasonable change-control practices, but our services are not a backup, disaster-recovery, cybersecurity, or archival service.

4.4 Revoking access

You may revoke our access at any time, understanding that doing so may pause or prevent completion. At completion or termination, we will stop using the account and remind you to revoke it. You are responsible for completing revocation in Shopify.

5. Client Responsibilities

• Provide complete, accurate, and current product data, pricing, inventory details, images, brand materials, and instructions requested for the project.

• Confirm that you have authority to hire us, grant access, and provide every file, image, trademark, claim, and other item supplied to us.

• Review factual content, product claims, pricing, variants, policies, and regulatory statements before approval or publication.

• Identify one decision-maker authorized to provide instructions and approvals unless the SOW says otherwise.

• Make payments and provide access, feedback, and approvals on time.

• Maintain your own records, exports, and backups.

6. Our Standard of Care

We will perform the services in a professional and workmanlike manner consistent with generally accepted practices for Shopify catalog organization and launch-readiness work. We will follow the approved SOW and use reasonable care when working with your materials and store.

We do not promise that Shopify, an app, a theme, an integration, or another third-party service will operate without interruption or change. We are not responsible for pre-existing store problems, third-party outages or policy changes, inaccurate materials supplied by you, or changes made by you or another provider.

7. Review, Revisions, and Acceptance

7.1 Review period

Unless the SOW states otherwise, you have five (5) business days after a deliverable is submitted to provide one consolidated set of feedback. If we receive no feedback during that period, the deliverable is considered accepted, except for a material failure to match the written SOW that could not reasonably have been identified during review.

7.2 Included revisions

The number and type of included revisions are stated in the SOW. A revision refines work within the approved scope; it does not include a new direction, added products, newly supplied source material, changed requirements, or work that was previously approved. Correcting our failure to meet an express SOW requirement does not use an included revision.

7.3 Final approval

Your approval confirms that you have reviewed the deliverable for factual accuracy, pricing, product claims, variant information, spelling, and brand fit. If we publish or upload approved materials, you remain responsible for final business, legal, and regulatory approval.

8. Fees, Invoices, and Taxes

8.1 Payment schedule

Project fees and payment milestones appear in the SOW. Required deposits or initial payments must clear before work begins or project time is reserved. We may withhold final files, transfer of deliverables, publication, or additional work until amounts due for the applicable milestone are paid.

8.2 Deposits

Unless the SOW says otherwise, a deposit is applied to project fees and becomes non-refundable once work begins or reserved project time can no longer reasonably be rebooked. This does not limit any refund expressly required by applicable law.

8.3 Late payment

We may pause work when an invoice is more than seven (7) calendar days overdue. Amounts more than fifteen (15) calendar days overdue may accrue a finance charge at the lesser of one percent (1.0%) per month or the maximum rate permitted by applicable law, calculated on the unpaid balance. You are responsible for reasonable collection costs permitted by law.

8.4 Taxes and third-party costs

Fees do not include taxes or third-party purchases unless the SOW says otherwise. You are responsible for applicable taxes and for any pre-approved app, license, stock asset, or other third-party cost purchased specifically for your project.

9. No Guarantee of Business Results

We promise the work described in the SOW—not a particular revenue, conversion rate, search ranking, launch date, approval by Shopify, or other business outcome. Results depend on factors outside our control, including your products, pricing, traffic, market, advertising, operations, platform changes, and how you use the deliverables.

10. Cancellation and Termination

10.1 Cancellation by Client

You may cancel by written notice. You will pay for work performed, approved third-party costs, and any non-refundable deposit through the effective cancellation date. We will refund prepaid fees for work not started, if any, within fourteen (14) calendar days after final account reconciliation.

10.2 Termination by Send The Mess

We may terminate for a material breach that is not corrected within ten (10) calendar days after written notice, including nonpayment or failure to provide access or materials needed to proceed. We may suspend or terminate immediately for threats, harassment, unlawful instructions, suspected fraud, a security risk, or conduct that makes continued access to the store unsafe. You remain responsible for completed work and committed costs.

10.3 Effect of termination

After payment of all amounts due, we will provide completed, usable work then in our possession. Drafts, working files, unfinished concepts, and proprietary internal materials are not deliverables unless the SOW expressly includes them. Sections intended by their nature to survive will remain in effect.

11. Confidentiality

Each party will protect the other party’s non-public business, financial, technical, product, customer, and operational information; use it only for the engagement; and disclose it only to people or service providers who reasonably need it and are bound by appropriate confidentiality duties.

Confidential information does not include information that is publicly available without breach, was already lawfully known, is independently developed without use of the other party’s information, or is lawfully received from another source. A party may disclose information when legally required after giving notice when legally permitted. These duties survive termination.

12. Data Handling, Security, and Tools

12.1 Customer and order data

We do not seek customer, order, or payment data unless it is strictly necessary for an expressly approved task. We will not sell it, use it for marketing, or retain it beyond the project need. We will use reasonable administrative and technical safeguards appropriate to the information we handle.

12.2 Credentials and incidents

We will not knowingly store your store password in plain text or share credentials without authorization. If we become aware of unauthorized store access caused by our systems or personnel, we will notify you promptly and reasonably cooperate with containment.

12.3 Service providers and AI-assisted tools

We may use reputable software, cloud, automation, and AI-assisted tools to perform the work efficiently. We will not intentionally submit payment information, customer lists, order histories, login credentials, or other unnecessary sensitive data to an AI tool. We remain responsible for reviewing the work we deliver, and use of a tool does not reduce our obligations under this Agreement.

12.4 Retention and deletion

After completion or termination, we may retain ordinary business records, invoices, approvals, the signed Agreement, and an archival copy of final deliverables for legal, tax, support, and recordkeeping purposes. Upon reasonable request, we will delete or return other Client materials retained solely to perform the project, subject to routine backup cycles and legal obligations.

13. Intellectual Property

13.1 Client materials

You retain ownership of your pre-existing store, trademarks, products, images, data, and other materials. You grant us a limited license to use those materials only as needed to perform the services.

13.2 Custom deliverables

Upon full payment, you own final deliverables created specifically for you and identified as deliverables in the SOW, excluding our Background Materials defined below and third-party materials subject to separate license terms.

13.3 Send The Mess background materials

We retain ownership of our pre-existing and independently developed templates, checklists, systems, prompts, processes, frameworks, methods, know-how, and reusable components, including The Mess Map™ and improvements to those materials (“Background Materials”). You receive a perpetual, non-exclusive, non-transferable license to use any Background Materials embedded in your paid final deliverables for your own business operations.

13.4 Portfolio, testimonial, and case-study permission

We will not identify you, display your store, publish before-and-after materials, use your testimonial, or disclose confidential project details in marketing without separate written permission. Any case-study rights connected to a special price or Founding Client offer must be stated in a separate release or the SOW. A later revocation applies prospectively; we will make commercially reasonable efforts to remove materials we control, but cannot recall materials already printed, shared, indexed, or distributed by others.

14. Representations and Product Compliance

Each party represents that it has authority to enter this Agreement. You represent that the materials, instructions, and claims you provide may lawfully be used as directed. Unless expressly included in the SOW, we do not provide legal, tax, accessibility, medical, cosmetic-claim, labeling, privacy, or regulatory advice. You are responsible for obtaining any specialist review your products or business require.

15. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, lost revenue, lost data, loss of goodwill, or business interruption arising from the engagement, even if advised that such loss was possible.

To the maximum extent permitted by law, Send The Mess’s total aggregate liability arising from a SOW will not exceed the fees actually paid to Send The Mess under that SOW. These limitations do not apply to fraud, willful misconduct, gross negligence, breach of confidentiality, infringement or misappropriation of the other party’s intellectual property, or Client payment obligations.

16. Third-Party Claims and Indemnification

You will defend, indemnify, and hold Send The Mess harmless from third-party claims, damages, and reasonable costs arising from materials or instructions you provide, your product claims or legal noncompliance, your lack of authority to grant access, or your material breach of this Agreement.

Send The Mess will defend, indemnify, and hold you harmless from third-party claims arising directly from our gross negligence, willful misconduct, or knowing infringement in final custom deliverables created solely by us, subject to Section 15. The protected party must promptly notify the other, reasonably cooperate, and allow the responsible party to control the defense, provided no settlement admits fault or imposes non-monetary obligations on the protected party without written consent.

17. Independent Contractor

Send The Mess is an independent contractor. This Agreement does not create an employment, agency, partnership, franchise, fiduciary, or joint-venture relationship. Neither party may bind the other without written authorization.

18. Non-Solicitation

During the engagement and for six (6) months afterward, you will not knowingly solicit for direct hire a contractor or subcontractor introduced to you solely through this project and assigned by us to perform the services, without our written consent. This does not restrict general recruiting not directed at that person or a relationship that existed independently before the project.

19. Events Beyond Reasonable Control

Neither party is responsible for delay caused by events reasonably beyond its control, including natural disasters, government action, labor disruption, internet or utility failure, illness or emergency, cyberattack by a third party, or a Shopify or other platform outage. The affected party will give prompt notice when practical and resume performance as soon as reasonably possible. Payment obligations for work already completed are not excused.

20. Disputes, Governing Law, and Venue

Before filing a formal claim, the parties will give written notice describing the dispute and attempt in good faith to resolve it through direct negotiation for at least thirty (30) calendar days. Either party may seek urgent injunctive or protective relief without waiting when necessary to protect access, confidential information, intellectual property, or security.

Washington law governs this Agreement without regard to conflict-of-law rules. Any court proceeding will be brought exclusively in the state or federal courts located in King County, Washington, and each party consents to personal jurisdiction and venue there.

21. General Terms

21.1 Notices and approvals

Formal notices and project approvals may be sent by email to the addresses used for the engagement and are effective when sent, unless the sender receives a delivery-failure notice. Either party will promptly update its contact information.

21.2 Electronic signatures and counterparts

The parties agree to conduct this transaction electronically. Electronic signatures, click-to-accept records, and separately signed counterparts are intended to have the same effect as originals. All counterparts together form one agreement.

21.3 Assignment

Neither party may assign this Agreement without the other’s written consent, except that Send The Mess may assign it in connection with a merger, sale, reorganization, or transfer of substantially all relevant business assets after notice to Client.

21.4 No waiver; severability

A failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be adjusted only as much as necessary to make it enforceable, and the remaining provisions stay in effect.

21.5 Entire agreement; amendments

This Agreement and the documents identified in Section 1 are the entire agreement concerning the services and replace prior discussions on the same subject. An amendment must be in writing and approved by both parties. Headings are for convenience and do not change meaning.

Signatures

By signing below, each party confirms that it has read, understood, and agrees to this Client Service Agreement and the applicable Statement of Work.