Shopify Max: terms and conditions

1. About these terms

These terms and conditions govern the supply of the Shopify Max programme by MLabs Digital Private Limited, CIN U80903DL2016PTC300259, having its office at 5/28 Basement, Lajpat Nagar IV, New Delhi 110024, India (“MLabs Digital”, “we”, “us”) to the client named in the Order Form (“you”, “the Client”).

They apply from the date you sign an Order Form, accept a proposal in writing, or make the first payment against an invoice for Shopify Max, whichever happens first. If any of those three things has happened, you are taken to have accepted these terms.

These terms sit alongside your Order Form. Where the two conflict, the Order Form wins on commercial points that are specific to you (fees, plan, term, named deliverables) and these terms win on everything else.

2. Definitions

Order Form means the signed proposal, quotation, statement of work or written acceptance that records your plan, fees, term and any agreed variations.

Plan means the Shopify Max tier you have subscribed to: Basic, Starter, Growth or Scale, as recorded in the Order Form.

Services means the work described in clause 3 and in the inclusions for your Plan.

Deliverables means the files, images, articles, videos, campaign assets, reports and configurations produced for you under the Services.

Client Materials means anything you supply to us: product data, photographs, logos, brand assets, copy, pricing, credentials, customer data and approvals.

Third Party Platforms means Shopify, Meta, Google, WhatsApp, YouTube, Pinterest, payment gateways, logistics providers, app vendors and any other service used to deliver the Services.

Third Party Costs means amounts payable to Third Party Platforms, including your Shopify subscription, advertising media spend, WhatsApp conversation charges, paid apps, domain and hosting fees, influencer fees and stock or licensing fees.

Month means a calendar month of the subscription, running from the go live date recorded in the Order Form.

Business Day means Monday to Friday, excluding public holidays in Delhi, India.

Working Day Turnaround means the response time stated in clause 6, counted in Business Days from the time a complete request is received.

3. What Shopify Max is

Shopify Max is a managed monthly programme. Depending on your Plan it covers some or all of the following: building and maintaining a Shopify store; loading and maintaining the product catalogue; producing product imagery, including imagery generated with AI tools and reviewed by a person; search engine optimisation, structured data and answer engine optimisation; publishing articles and earning external citations; producing and publishing social media posts and video; a quarterly video shoot; managing Meta and Google advertising; configuring and monitoring integrations; quarterly training; and reporting.

The exact inclusions, volumes and limits for your Plan are those published on the Shopify Max page and recorded in your Order Form on the date you sign. We may improve inclusions at any time. We will not reduce the inclusions of a Plan you have already paid for during the term you have paid for.

Shopify Max is a service contract for effort, process and delivery. It is not a contract for a guaranteed commercial result. Clause 25 sets out what we do and do not promise.

4. Plans, volumes and fair use

Each Plan carries stated monthly volumes, for example the number of products managed, AI product images, articles, social posts, videos, live advertising campaigns, citations and change requests. These are ceilings for a Month, not entitlements that accumulate.

Unused volume does not carry over into the following Month and is not refundable, except where we have failed to deliver it for reasons within our control, in which case it carries into the next Month only.

Where you need more than your Plan allows in a given Month, we will quote the additional work in writing before starting it. We will not do chargeable extra work without your written approval.

Fair use applies to open ended items such as support, monitoring and integration fixes. These are provided at a level consistent with a single trading store of the size described in your Order Form. A material change in your catalogue size, order volume, number of stores or number of markets may require a Plan change, which we will raise with you before it affects delivery.

Video credits, where included, are consumed at the rates published for your Plan, currently 20 credits per second for reels and shorts under one minute and 40 credits per second for long form. Credits expire at the end of the Month in which they are issued.

5. Onboarding and go live

For a new store, we will have your store open and able to accept orders within 24 hours of receiving a complete onboarding pack: your product list with prices, product images or reference photographs, your logo and brand assets, your business and tax details, and access to your domain, payment gateway and shipping accounts. The 24 hour period runs from receipt of the last of those items, not from signature.

For a store that is already trading, nothing is changed in the first phase. We begin with a read only audit, a full snapshot of the store and a performance baseline. Changes begin only after the audit is shared with you.

We do not edit a live theme. Design and layout work is carried out on an unpublished copy. Publishing to the live store happens on your written approval.

Bulk changes to the catalogue are run as a dry run first, with a before and after list for your approval. Every release is checked afterwards for page rendering, product loading, checkout completion, broken links and tracking.

6. Change requests and turnaround

Your Plan includes a stated number of change requests each Month. A change request is a discrete, described change to the store, its content or its configuration.

We will complete any change you ask for within two Business Days of receiving a complete request, on every Plan. Social media posts on Plans that include social have a one Business Day turnaround.

A request is complete when it includes everything needed to act on it: the copy, the assets, the prices and any approval required. Time spent waiting for missing information does not count towards the turnaround.

Requests that amount to a new build, a redesign, a migration, a new store, a new language or a new market are not change requests. We will quote those separately.

Turnaround commitments are suspended during any period in which your account is suspended under clause 18, or in which a Third Party Platform is unavailable.

7. Content, SEO and citations

Articles are written for search and answer engine visibility, published on your store or blog, and linked internally to the products they support. Volumes are per your Plan.

External citations mean placements or mentions on third party sites, including but not limited to Pinterest, Quora, review sites and relevant blogs. We report every placement with the live URL. We do not buy links, and we do not participate in link schemes that breach Google’s spam policies.

Editorial control over articles published on your own store rests with you. You may reject any article before publication. Once you approve an article, it is treated as your published content.

Third party publishers decide what they accept. Where a targeted placement is refused, we will substitute an equivalent placement. We do not guarantee that any specific publication will accept a placement, and we cannot control the removal of a placement after it goes live.

We do not create fake reviews, fake testimonials, fake ratings or review schema for reviews that were not given. Requests to do so will be declined.

8. Product imagery and AI generated material

Product imagery under Shopify Max is produced using AI image tools working from reference photographs or product samples you supply, and is reviewed by a person at MLabs Digital before it reaches your store. Nothing is published to your store solely because a model produced it.

You are responsible for the accuracy of the products depicted. AI generated imagery is a representation. Where a jurisdiction, a marketplace or an advertising platform requires that product images be unretouched photographs, or requires disclosure of synthetic imagery, you must tell us before we begin, and you remain responsible for compliance with that requirement.

You must hold the rights to every reference photograph, logo, font, model release and brand asset you supply. We rely on that.

We will not generate imagery that depicts an identifiable real person without a release, that copies a third party’s protected design or character, or that makes a product claim you cannot substantiate.

Revisions to imagery are included within your Plan’s monthly volume. A revision that requires a new reference shoot is treated as new production.

9. Social media, video and the quarterly shoot

Where your Plan includes social media, we design, schedule and publish posts to the channels you nominate, using accounts that remain in your name.

A quarterly video shoot, where included, means one shoot day, single camera and lighting setup, at a location in Delhi NCR agreed in advance, with you or your product on camera. Travel and accommodation outside Delhi NCR, additional crew, talent fees, studio hire, sets and props are not included and will be quoted separately.

Shoot dates are booked at least ten Business Days in advance. A shoot cancelled by you with less than three Business Days’ notice is treated as used for that quarter.

Raw footage from the shoot belongs to you. We retain a working copy for the duration of the engagement so that edits can be produced.

Influencer and creator collaborations, where included, cover our outreach, briefing and coordination only. Influencer fees, gifting, product samples and shipping are Third Party Costs paid by you.

10. Advertising and media spend

Media spend is paid by you, directly to Meta, Google or the relevant platform, from a payment method in your name. One hundred percent of your budget goes to the platform. MLabs Digital does not mark up media and does not take a percentage of spend.

Advertising accounts, pixels, business managers and merchant centres remain in your ownership. We work inside them with permissions you grant and can withdraw at any time.

Your Plan states the number of live campaigns managed and the monthly media spend up to which management is included. Spend above that level may require a Plan change, which we will raise with you in writing before it affects delivery.

You are responsible for the legality and accuracy of the claims made in your advertising, for your product’s compliance with platform policies, and for any regulatory approvals your category requires.

Platforms can reject, restrict, disapprove or suspend accounts and ads for reasons outside our control, and can change their policies, algorithms and pricing without notice. We will work to resolve a rejection or suspension, but we do not accept liability for it or for advertising downtime caused by it.

Where your monthly media budget is low enough that campaign management is unlikely to return more than conversion and content work, we will say so and recommend that the effort is placed elsewhere.

11. Integrations and Third Party Platforms

We configure and monitor the integrations listed for your Plan, which may include WhatsApp Business, email marketing, Instagram Shopping, Facebook Commerce, Google Analytics, Google Search Console, Google Business Profile, YouTube, logistics and shipping, and payment and checkout providers.

Monitoring means we watch for failures such as expired tokens, pixels that stop firing and catalogues that stop syncing, and we fix them as part of your Plan rather than as a new quote.

The Services depend on Third Party Platforms that we neither own nor control. Their availability, features, APIs, policies, pricing and approval decisions can change or fail at any time. We are not liable for their acts, omissions, outages, policy changes, account suspensions or data loss.

Your use of each Third Party Platform is governed by that platform’s own terms, which you accept directly with them.

12. Client responsibilities

To let us deliver on time, you agree to: supply accurate and complete product, pricing, inventory and brand information; supply Client Materials you have the right to use; nominate a single person with authority to approve work; respond to approval requests within three Business Days; keep your Third Party Platform subscriptions and payment methods active; pay our invoices when due; and comply with all laws applicable to your products, claims, pricing, taxes, returns and consumer disclosures.

Where a delivery date or turnaround depends on something from you, that period is extended by the time we spend waiting.

Where an approval request goes unanswered for ten Business Days, we may proceed with the version last shared with you in order to keep the Month’s delivery on schedule, unless the item is a publication to your live store, a price change or an advertising claim, which always require your explicit approval.

13. Access, credentials and security

We work through a dedicated application on your Shopify store, and through user accounts issued to named individuals. We do not ask for, and you should not send, personal passwords. Where a password must be shared for a platform that offers no other route, it is shared through a secure channel and changed at the end of the engagement.

You may withdraw any permission at any time. Withdrawing a permission that is needed for a deliverable suspends our obligation to deliver it.

Every client is worked on under separate credentials. Nothing about your store, your data or your performance is pooled with, or reused for, another client.

You remain responsible for your own account security, including the security of accounts held with Third Party Platforms and for administrators inside your own organisation.

14. Fees, invoicing and taxes

Fees are stated in your Order Form, are quoted in Indian Rupees, and are exclusive of Goods and Services Tax and of any other applicable tax, duty or levy, which is charged in addition at the prevailing rate.

Fees are billed in advance. The first invoice is raised on signature and covers the minimum commitment period or the first Month, as recorded in the Order Form. Subsequent invoices are raised in advance of each billing period.

Payment is due within seven days of the invoice date unless the Order Form says otherwise.

Overdue amounts carry interest at 1.5 percent per month, or the maximum permitted by law if lower, calculated from the due date until payment.

Where tax is required to be deducted at source, you must deduct at the correct rate, pay the balance on time and provide the deduction certificate within the statutory period.

Bank charges, currency conversion costs and payment gateway fees on your payments to us are yours to bear.

For clients outside India, fees may be quoted and invoiced in United States Dollars. The applicable currency is recorded in the Order Form.

15. Third Party Costs are paid by you

You pay Third Party Costs directly to the relevant provider. They are not included in your fee, and we do not mark them up.

Third Party Costs include, without limitation: your Shopify subscription and transaction fees; advertising media spend on Meta, Google and any other platform; WhatsApp conversation charges, currently billed by Meta per marketing and utility conversation; paid Shopify apps and their subscriptions; domain registration and renewal; email sending platforms; payment gateway charges; logistics and courier charges; influencer, talent and model fees; stock media licences; and any premium fonts or plugins you ask us to use.

If a Third Party Cost is not paid, the dependent part of the Services stops. That is not a failure to deliver on our part, and it does not reduce your fee.

16. Term, minimum commitment and renewal

Shopify Max is sold on a minimum commitment of three Months. We do not sell single Months, because the work compounds and a single Month cannot show what the programme does.

Longer commitments of six or twelve Months are available at a lower effective monthly rate, as recorded in the Order Form. Where you have paid for a longer commitment, the discount is earned across the full term.

After the minimum commitment ends, the engagement continues on a rolling monthly basis on the same Plan and terms, unless either party gives notice under clause 19.

We may revise Plan pricing on renewal or at the end of a committed term. We will give at least 30 days’ written notice of a price change. A price change never applies inside a term you have already paid for.

17. Upgrades, downgrades and pauses

You may upgrade your Plan at any time. The new Plan and fee apply from the start of the next Month, and the higher inclusions begin then.

You may downgrade at the end of a committed term, on 30 days’ written notice. A downgrade inside a committed term is at our discretion, and where a longer term discount was applied, the difference between the discounted rate and the rate that would have applied to the shorter term becomes payable.

Pauses are available once in any twelve Month period, for up to one Month, on 15 Business Days’ written notice. During a pause, publishing, advertising management and production stop, monitoring continues, and the committed term is extended by the length of the pause. A pause does not reduce the total fee payable across the term.

18. Suspension

We may suspend the Services, in whole or in part, on written notice where: an invoice is more than 14 days overdue; we are asked to do something unlawful, or something that breaches a Third Party Platform’s policy; we reasonably believe continuing would expose either party to legal, regulatory or platform enforcement risk; or you have withdrawn the access we need to work.

Suspension does not pause your fees or extend your term. Turnaround commitments in clause 6 do not apply during a suspension.

We will restore the Services promptly once the cause of the suspension is resolved.

19. Termination

Either party may terminate at the end of the minimum commitment or any subsequent Month by giving 30 days’ written notice.

Either party may terminate immediately on written notice if the other commits a material breach that is not remedied within 15 days of written notice describing it, or becomes insolvent, enters liquidation, has a receiver appointed or ceases to carry on business.

We may terminate immediately, without a cure period, where continuing would require us to act unlawfully, to publish content we consider false or harmful, or to breach a Third Party Platform’s policy.

On termination: fees for the notice period and for any unexpired part of a committed term remain payable; we hand over the Deliverables produced up to the termination date, in the formats in which they exist; we remove our access to your accounts within five Business Days; and each party returns or deletes the other’s confidential information on request, subject to clause 24.

Clauses on fees already due, intellectual property, confidentiality, data protection, disclaimers, limitation of liability, indemnity, notices and governing law survive termination.

20. Refunds

Fees are non refundable once a Month has begun, because the work is scheduled and resourced in advance.

Where we have failed to deliver a stated inclusion for reasons within our control, your remedy is delivery of that inclusion in the following Month, or a proportionate credit against the next invoice, at your choice.

Third Party Costs are never refundable by us. Any refund of media spend, subscription fees or platform charges is a matter between you and that platform.

No refund is due where delivery was prevented by missing Client Materials, withheld approvals, withdrawn access, unpaid Third Party Costs, or a Third Party Platform’s decision.

21. Intellectual property and ownership

You own your brand, your Client Materials, your store, your domain, your customer data and your advertising accounts. Nothing in these terms transfers any of that to us.

On full payment of all fees due for the period in which they were produced, all Deliverables produced specifically for you under Shopify Max, including product imagery, articles, social creative, video footage and edits, and campaign assets, become your property, and we assign to you all intellectual property rights in them.

Until payment is made in full, the Deliverables for the unpaid period are licensed to you on a revocable basis only.

We retain ownership of our own pre existing and independently developed material: our processes, methods, checklists, playbooks, prompts, templates, internal tooling, scripts, dashboards and know how. Where any of that is embedded in a Deliverable, you receive a perpetual, non exclusive, royalty free licence to use it as part of that Deliverable.

We may reuse general skills, knowledge and experience gained during the engagement. We may not reuse your Client Materials, your data or Deliverables made specifically for you.

Where a Deliverable includes third party licensed material, such as stock media or a premium font, it is supplied on that licence’s terms and the licence is yours to hold and pay for.

22. Credit, white label and publicity

A “powered by MLabs Digital” credit in your store footer is optional on every Plan above Basic. On the Basic Plan the credit is included by default and can be removed on request in writing.

Unless you tell us otherwise in writing, we may name you as a client, use your logo in our client list, and describe the work at a high level in case studies, proposals and on our website.

We will not publish your revenue, margin, customer data, contracts or any figure you mark confidential without your written approval. Any client quote we attribute to a named person is sent to that person for approval before it is published.

You may withdraw publicity consent at any time in writing. We will remove the material from our own properties within ten Business Days. We cannot recall material already published by a third party.

23. Confidentiality

Each party will keep the other’s confidential information confidential, use it only to perform or receive the Services, and disclose it only to employees, contractors and advisers who need it and who are under equivalent obligations.

Confidential information does not include information that is public through no fault of the receiving party, was already lawfully known, is independently developed without use of the disclosing party’s information, or is required to be disclosed by law, regulation or a court, where the receiving party gives notice if it is permitted to do so.

These obligations continue for three years after termination, and indefinitely for anything that qualifies as a trade secret.

24. Data protection and privacy

In processing personal data on your behalf, we act as a data processor and you act as the data fiduciary or controller. We process personal data only on your documented instructions and only to deliver the Services.

We comply with the Digital Personal Data Protection Act, 2023 and, where your customers are in scope, we will support your compliance with other applicable data protection law, including the General Data Protection Regulation.

We apply reasonable technical and organisational security measures, including access on a need to know basis, separate credentials for every client, and removal of access on termination.

We do not sell personal data, do not pool client data, and do not use your customer data to train any general purpose model.

You are responsible for having a lawful basis and the necessary notices and consents for the marketing communications sent from your accounts, including WhatsApp and email, and for maintaining your own privacy policy, cookie notice and consent mechanism.

We will notify you without undue delay, and in any event within 72 hours, of becoming aware of a personal data breach affecting data we process for you, and will cooperate with your notification obligations.

We may use sub processors, including Third Party Platforms and cloud providers, to deliver the Services. We remain responsible for their performance of the processing they carry out for us.

On termination we return or delete personal data we hold on your behalf within 30 days of a written request, except where retention is required by law or for the establishment or defence of a legal claim.

25. Results, performance and what we do not promise

We commit to the process, the volumes and the turnaround stated for your Plan. We do not guarantee any commercial outcome.

In particular, we do not guarantee: any search ranking position; inclusion in, or citation by, any AI or answer engine; any level of traffic, impressions, clicks, orders, revenue, conversion rate, return on ad spend or cost per acquisition; approval by any platform; or any specific timeline for search or answer engine results, which typically take several months to move.

Any forecast, projection, benchmark or example figure we share is an illustration based on prior experience, not a commitment.

Search engines, answer engines and advertising platforms change their systems continually and without notice. A change that reduces your visibility is not a breach of these terms.

Results depend heavily on factors we do not control: your pricing, your product, your stock availability, your fulfilment and delivery experience, your customer service, your returns policy, your category’s competitiveness and your media budget.

26. Platforms, trademarks and no affiliation

Shopify is a trademark of Shopify Inc. Meta, Facebook, Instagram and WhatsApp are trademarks of Meta Platforms, Inc. Google, Google Ads, Google Analytics, Google Search Console, Google Business Profile, Google Maps and YouTube are trademarks of Google LLC. Pinterest and Quora are trademarks of their respective owners.

MLabs Digital Private Limited is an independent service provider. It is not affiliated with, endorsed by, sponsored by or an agent of Shopify Inc., Meta Platforms, Inc., Google LLC or any other Third Party Platform. References to those platforms describe the services we operate on your behalf inside them.

Shopify Max is a programme name used by MLabs Digital Private Limited and is not a Shopify product, plan or certification.

27. Warranties and disclaimers

We warrant that the Services will be performed with reasonable skill and care, by suitably experienced people, and in accordance with applicable law.

You warrant that you have the right to supply every item of Client Materials, that your products and claims comply with applicable law, and that the information you give us is accurate.

Except as expressly stated in these terms, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law. The Services are otherwise provided on an as is basis.

28. Limitation of liability

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited.

Subject to the paragraph above, neither party is liable to the other for loss of profit, loss of revenue, loss of anticipated savings, loss of business, loss of goodwill, loss of data, or any indirect or consequential loss, however arising.

Subject to the two paragraphs above, our total aggregate liability arising out of or in connection with the Services, whether in contract, tort including negligence, breach of statutory duty or otherwise, is limited to the total fees actually paid by you to us for the Services in the three Months immediately preceding the event giving rise to the claim.

We are not liable for any loss arising from Third Party Costs, media spend, platform decisions, platform outages, platform policy changes, chargebacks, or the acts or omissions of any Third Party Platform.

A claim must be brought within twelve months of the date on which you first became aware, or should reasonably have become aware, of the circumstances giving rise to it.

29. Indemnity

You will indemnify us against any claim, loss, damage, cost or expense, including reasonable legal fees, arising from: the Client Materials, including any claim that they infringe a third party’s rights; your products, product claims, pricing, taxes, returns or consumer disclosures; your breach of a Third Party Platform’s terms or policies; your breach of data protection law in respect of data you instruct us to process; and any marketing communication sent from your accounts without a lawful basis or the necessary consent.

We will indemnify you against any third party claim that a Deliverable created by us, used as delivered and in accordance with these terms, infringes that third party’s intellectual property rights, excluding any claim arising from Client Materials or from your modification of a Deliverable.

30. Force majeure

Neither party is liable for a failure or delay caused by an event beyond its reasonable control, including natural disaster, epidemic, war, civil unrest, government action, strike, failure of a Third Party Platform, failure of the public internet, prolonged power failure or a cyber attack not caused by that party’s own negligence.

The affected party will notify the other promptly and will use reasonable efforts to resume. If the event continues for more than 30 consecutive days, either party may terminate on written notice, and fees for services not delivered after that date are credited.

31. Non solicitation

During the engagement and for twelve months afterwards, neither party will knowingly solicit for employment or engagement any individual who was materially involved in delivering or receiving the Services, without the other party’s written consent.

This does not restrict a general public advertisement, or the hiring of anyone who responds to one without being directly approached.

32. Assignment, subcontracting and relationship

You may not assign or transfer these terms without our written consent, which will not be unreasonably withheld, except to a successor of your whole business.

We may subcontract parts of the Services, including photography, video production, development and creator outreach, and we remain responsible for the subcontracted work.

Nothing in these terms creates a partnership, joint venture, agency or employment relationship between the parties. Each party is an independent contractor.

No third party has any right to enforce these terms.

33. Notices

Notices under these terms must be in writing. Notice to us is valid when sent to hello@mlabsdigital.org and, for termination, also to the postal address in clause 1. Notice to you is valid when sent to the email address recorded in your Order Form.

An email notice is treated as received on the next Business Day after it is sent, provided no delivery failure is received.

34. Changes to these terms

We may update these terms to reflect changes in the Services, in Third Party Platform requirements or in law. The current version is always published at this page, with the effective date shown at the top.

A change that materially reduces your rights takes effect for you at the start of your next renewal period, and we will give you at least 30 days’ written notice of it. Continuing to use the Services after that date is acceptance of the updated terms.

Changes required by law or by a Third Party Platform take effect immediately, because we have no discretion over them.

35. Governing law and disputes

These terms and any dispute arising out of them, including non contractual disputes, are governed by the laws of India.

The parties will first attempt to resolve any dispute in good faith through discussion between senior representatives within 30 days of written notice of the dispute.

Failing that, the dispute is referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration is New Delhi, and the language is English.

Subject to the arbitration clause above, the courts at New Delhi have exclusive jurisdiction. Either party may apply to those courts for urgent interim relief at any time.

36. Entire agreement

The Order Form and these terms together form the entire agreement between the parties for Shopify Max, and replace any earlier proposal, presentation, quotation, email or conversation on the same subject.

Nothing in a purchase order, vendor portal form or other document issued by you adds to or varies these terms unless we agree to it in writing.

If any provision is found to be invalid or unenforceable, the rest of these terms continue in force, and that provision is applied to the greatest extent permitted by law.

A failure or delay in enforcing a right is not a waiver of it.

37. Contact

MLabs Digital Private Limited, 5/28 Basement, Lajpat Nagar IV, New Delhi 110024, India. CIN U80903DL2016PTC300259.

Questions about these terms: hello@mlabsdigital.org.

This page is provided for information and forms part of the contract between MLabs Digital Private Limited and its Shopify Max clients. It is not legal advice to you. If your business has specific regulatory obligations, take your own advice before signing.