Legal

Terms of Service

General

(a) App means the software application or other interface that is developed, owned or operated by Union Works; Services means any services provided by Union Works to the Merchant other than the provision of an App, including hosting, development, design, consultancy, support, and maintenance services; Contract Document means any contract, statement of work, scope of work, quotation, or proposal issued by Union Works and accepted by the Merchant, recording the Services to be provided, the fees payable, and any timescales; Deliverables means any work product created by Union Works for the Merchant in the course of providing Services; Merchant Content means all content, materials and other works uploaded to the App or Services; Merchant Website: Merchant's webservice or platform; Customer means a customer of the Merchant; Customer Data means information, including personal data relating to a Customer that is uploaded to the App or Services; Data Protection Legislation means the General Data Protection Regulation (Regulation (EU) 2016/679); IP Rights means any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design rights, rights in trade, business or domain names, rights in trade dress, rights in inventions, rights in confidential information or know-how or any similar of equivalent rights in any part of the world; Shopify means Shopify Inc of 150 Elgin Street, 8th Floor, Ottawa Ontario K2P 1L4; Terms means these terms and conditions.

(b) These Terms apply to the provision of Apps and to the provision of Services. Where a Condition refers expressly to an App, it applies only in respect of Apps, and where a Condition refers expressly to Services, it applies only in respect of Services.

(c) Where Services are provided, these Terms are incorporated into each Contract Document. A Contract Document records the scope, fees, and timescales agreed, and does not vary these Terms. In the event of any conflict, these Terms shall prevail, save where the Contract Document expressly states that a specified provision of these Terms is varied and the Contract Document is signed by both parties.

(d) Subject to paragraph (c) above, these Terms contain the entire agreement between the parties. All other terms and conditions are excluded, including any terms which the Merchant purports to apply by way of purchase order, supplier portal, or similar document.

(e) A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.

(f) Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party's other rights and remedies.

(g) Any phrase introduced by the words including and includes shall be construed as illustrative and shall not limit the generality of the related general words.

(h) Where the Merchant has installed more than one App, or receives more than one Service, these Terms apply separately in respect of each, and each is separately licensed or provided, charged, and terminated.

Licence

(a) Subject to continuing payment of the fee due, Union Works grants to the Merchant a non-transferable, non-exclusive right and licence to host the App and to maintain and support the App in connection with Merchant's account with Shopify and the Merchant Website.

(b) In exercising its rights under paragraph (a) above, the Merchant shall not, and shall not permit or assist any third party to:

• (i) modify, translate, adapt or copy the whole or any part of the App, nor arrange or create derivative works based on the App;
• (ii) reverse engineer, decompile, or disassemble or otherwise attempt to derive or determine the source code for the App;
• (iii) make for any purpose including error correction, any modifications, adaptions, additions or enhancements to the App;
• (iv) combine, match or merge the whole or any part of the App with or incorporate the App into any third party code;
• (v) sell, purport to assign or license access to the App for a fee;
• (vi) access and use the App in order to develop a competitive mobile software application or other platform;
• (vii) remove or alter any copyright trademark, logo, copyright or other proprietary notices on any of the App.

Merchant Content

(a) The Merchant warrants that the Merchant Content and all content posted on the Merchant Website shall comply with Shopify's acceptable use policy from time to time.

(b) The Merchant warrants that nothing in the Merchant Content:

• (i) is in breach of any law, statute, or regulation;
• (ii) is defamatory, libellous, unlawfully threatening or harassing;
• (iii) is obscene, pornographic or indecent; and/or
• (iv) contains any viruses or other computer programs intended to damage or intercept any content.

Services

(a) Union Works shall provide the Services with reasonable skill and care, and in accordance with the applicable Contract Document.

(b) Any timescales given are estimates only and time shall not be of the essence.

(c) The Merchant shall provide such access, information, materials, and approvals as Union Works reasonably requires in order to provide the Services. Union Works shall not be liable for any delay or failure arising from the Merchant's failure to do so.

(d) Any change to the scope of the Services shall be agreed in writing. Union Works may charge for additional work at its prevailing day rate.

(e) The Merchant shall be deemed to have accepted any Deliverables on the earlier of written acceptance and 14 days following delivery, save in respect of any defect notified to Union Works in writing within that period.

Fees and Payments

(a) Fees for an App are to be paid to Shopify in US dollars on a monthly basis. If an instalment of the fee is not received in full and clear funds by the due date, the Merchant's right to use the App shall immediately terminate.

(b) Each App is billed through Shopify's billing platform. On installation of an App, Shopify presents to the Merchant an approval screen setting out the recurring charge applicable to the plan selected. Approval of that charge by the Merchant authorises a recurring subscription, billed monthly in advance at the commencement of each billing period.

(c) The subscription continues, and the fee recurs in each successive billing period, until the App is uninstalled from the Merchant's Shopify account in accordance with the Term and Termination Condition. Fees are payable whether or not the Merchant makes active use of the App during a billing period, and irrespective of whether any feature of the App has been enabled, paused, deactivated or left unused by the Merchant.

(d) All fees for an App are collected by Shopify and itemised on the Merchant's Shopify invoice. Shopify makes each invoice available to the Merchant by email to the primary email address registered to the Merchant's Shopify account, and within the Merchant's Shopify admin.

(e) Fees paid in respect of a billing period which has commenced are non-refundable, including in respect of any period during which the App was installed but not actively used. Where the Merchant notifies Union Works of a defect in the App, Union Works shall investigate and, where a defect attributable to Union Works is identified, shall refund such fees as are appropriate in the circumstances.

(f) Any other refund is made at the sole discretion of Union Works as a gesture of goodwill, without admission of liability, and shall not create any entitlement to further refunds nor constitute a variation of these Terms.

(g) Union Works may vary the fee applicable to an App. Where the fee payable by the Merchant is increased, Shopify will require the Merchant to approve the revised charge before it takes effect.

(h) Fees for Services are payable as set out in the applicable Contract Document. Where no payment terms are specified, fees are invoiced by Union Works directly and are payable within 30 days of the date of invoice.

(i) Fees for Services are payable in pounds sterling unless otherwise stated, and are exclusive of value added tax, which shall be charged at the prevailing rate where applicable.

(j) Where Services are provided on a recurring basis, including hosting, support, and maintenance, fees are invoiced in advance of each service period and continue to fall due in each successive service period until terminated. Such fees are payable whether or not the Merchant makes active use of the Services during the service period.

(k) Where any sum payable in respect of Services is not paid by the due date, Union Works may suspend the Services on written notice and may charge interest and recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

IP Rights

(a) The Merchant hereby grants to Union Works a non-exclusive right and licence to use the Merchant Content in order to exercise its obligations under these Terms.

(b) If the Merchant becomes aware of any claim relating to IP infringement, the Merchant should notify Union Works within 10 days.

(c) Union Works retains ownership of all IP Rights in the App, and in any pre-existing works, tools, libraries, frameworks, or methodologies used in the provision of the Services, together with any general improvements to the same.

(d) Subject to payment in full of all sums due, Union Works assigns to the Merchant the IP Rights in the Deliverables created specifically for the Merchant, excluding any works of the kind described at paragraph (c).

(e) Where any Deliverable incorporates works of the kind described at paragraph (c), Union Works grants the Merchant a non-exclusive, non-transferable licence to use those works to the extent necessary to make use of the Deliverable.

(f) Union Works may refer to the Merchant and describe the Services provided for the purposes of its own marketing and portfolio, unless the Merchant notifies Union Works in writing that it objects.

Data Protection

(a) The Merchant warrants that Customer Data has been collected and processed in accordance with the Data Protection Legislation.

(b) Union Works is the processor of the Customer Data and the Merchant is the controller.

(c) Union Works shall: only process Customer Data to provide the App or the Services; take appropriate technical and organisational measures; at the Merchant's request deliver up or delete Customer Data on termination; ensure individuals processing the data are subject to confidentiality; only engage sub-processors with prior consent; assist the Merchant with subject access requests; assist with security obligations; submit to audits subject to reasonable notice; and notify the Merchant of any requests in breach of Data Protection Legislation.

Warranties and Indemnities

(a) Except as set out in these Terms, no representations, warranties or conditions are given or assumed by Union Works.

(b) The Merchant warrants that use of the Merchant Content shall not infringe third party IP Rights. Where the Merchant uses an App, the Merchant further warrants that the Merchant Website shall be hosted by Shopify.

(c) The Merchant shall indemnify Union Works against all costs, claims, demands, liabilities arising from any breach of the warranties.

Liability

(a) Union Works shall not be liable for loss of profits, loss of business, loss or corruption of data, business interruption, loss of management time, any indirect or consequential loss, or errors arising from Merchant Content or Shopify materials.

(b) Union Works' total liability shall be limited to 100% of the fee paid in the 12 months preceding the claim.

(c) Nothing limits liability for breach of Supply of Goods and Services Act 1982, death or personal injury from negligence, fraud, or any liability that cannot be lawfully excluded.

(d) Union Works, and not Shopify, is responsible for the App. Shopify is not liable for any fault in the App.

Term and Termination

(a) The Merchant may terminate these Terms in respect of an App at any time by uninstalling that App from the Merchant's Shopify account. Uninstallation is the sole means by which the Merchant may terminate the subscription and prevent further fees becoming payable.

(b) Disabling, pausing, or ceasing to use an App or any feature of an App does not terminate these Terms, does not cancel the subscription, and does not affect the Merchant's liability for fees.

(c) Termination by the Merchant in respect of an App takes effect at the end of the billing period during which the App was uninstalled. The Merchant retains access to the App for the remainder of that period, and no fees are payable in respect of subsequent billing periods.

(d) Either party may terminate recurring Services on one month's written notice, such termination to take effect at the end of the service period during which notice expires. Fees remain payable in respect of any service period which has commenced.

(e) Either party may terminate Services provided on a project basis on one month's written notice. On termination, the Merchant shall pay for all Services performed and expenses properly incurred up to the date of termination.

(f) Union Works may terminate the provision of an App on one month's written notice.

(g) These Terms terminate automatically if either party's Shopify account terminates.

(h) Union Works may terminate immediately if the Merchant breaches any provision.

(i) On termination, all sums owed become immediately due and payable.

(j) Expiry shall not affect accrued rights of the parties.

(k) Following uninstallation of an App, or termination of Services, Customer Data and the Merchant's configuration are retained for 30 days and are thereafter permanently deleted. Where an App is reinstalled within that period, Customer Data and configuration will be restored. This Condition is without prejudice to the Merchant's rights under the Data Protection Condition.

Miscellaneous

(a) Shopify shall be entitled to enforce these Terms in respect of any App. No other third party shall have rights under these Terms.

(b) The Merchant shall not assign these Terms. Union Works may assign these Terms.

(c) Failure to exercise a right shall not be deemed a waiver.

(d) If any provision is unenforceable, the remainder shall be enforced as fully as possible.

(e) Notices shall be in writing and served by email.

(f) These Terms shall be governed by English law and subject to the exclusive jurisdiction of the English courts.

(g) Union Works may amend these Terms from time to time. The current version is published at unionworks.co.uk/pages/terms-of-service and applies from the date stated on it. Amendments do not apply retrospectively to any Contract Document already agreed, or to any billing period already commenced.

Last updated: August 27, 2026