Master Services Agreement

1. Introduction

1.1 Parties

This Master Services Agreement (the “Agreement”) is made between:

• Blend Commerce Ltd (Company Number 10658108), with its registered address at 48 High Street, Suite 3, Henley In Arden, Warwickshire, B95 5AN, United Kingdom (hereinafter “Blend,” “we,” “us,” or “our”); and

• The “Client,” being any legal entity or individual acting in the course of business (and not as a consumer) that purchases or otherwise engages Blend’s services.

1.2 Business-to-Business Nature

Each party represents and warrants that it is entering into this Agreement wholly or predominantly for the purposes of its trade, craft, business, or profession, and not as a consumer. The rights and protections afforded to consumers under UK consumer law do not apply to this Agreement.

1.3 Effective Date and Acceptance

• This Agreement is effective on the earliest of:

• (a) the date the Client pays any part of the Fees; or

• (b) the date on which the Client otherwise indicates acceptance (e.g., clicking acceptance online, or by counter-signing this Agreement).

• By making payment or otherwise confirming acceptance, the Client acknowledges that it has read, understood, and agreed to the terms herein. No further signature is required for the Agreement to be binding unless explicitly required by Blend or the Client for formal execution.

1.4 Purpose

Blend provides services related to Shopify-based eCommerce, including, but not limited to, conversion rate optimisation (CRO), design and development work. This Agreement governs all services the Client obtains from Blend, whether purchased on a monthly, project, ad-hoc or phased basis.

1.5 Entire Relationship

Unless otherwise agreed in writing, this Agreement, together with the Statement of Work (SOW) and Payment and Invoice Schedule set out above, constitutes the entire agreement between the parties. In the event of a conflict, the Statement of Work and Payment and Invoice Schedule shall take precedence over the general terms in this Agreement.

1.6 Contract Period

The period for the Services is stated in the Statement of Work (SOW) at the start of this Agreement. Where the SOW describes a “Monthly Service,” it runs month-to-month until ended under Clause 11.

1.7 Initial Term and Waived Fees

Where the Statement of Work (SOW) specifies an Initial Term, the Services are intended to run for that period. The Client may still terminate for convenience in accordance with Clause 11. If termination occurs during the Initial Term and any fee has been waived, conditional on completing that Initial Term, the waived amount is reinstated and becomes immediately payable in addition to Fees due for the notice period. The parties agree this represents a genuine pre-estimate of loss and is not a penalty.

2. Definitions

Unless the context requires otherwise, the following capitalised terms shall have the meanings given below. Additional definitions may appear elsewhere in this Agreement:

2.1 “Agreement”

Refers to this Master Services Agreement, including any schedules, addenda, website references, proposals, or invoices that form part of the contractual relationship.

2.2 “Business Day”

Any day other than a Saturday, Sunday, or a public holiday in England and Wales on which banks in London are open for normal banking business.

2.3 “Client,” “you,” or “your”

The party purchasing or engaging Blend’s Services under this Agreement, exclusively for commercial or business purposes (not as a consumer).

2.4 “Confidential Information”

Any non-public, proprietary information disclosed by one party to the other in connection with this Agreement, whether in written, verbal, electronic, or any other form, which is either marked as “confidential” or should reasonably be understood to be confidential due to its nature.

2.5 “Deliverables”

All work products, designs, code, documents, or results produced by Blend under this Agreement.

2.6 “Fees”

All amounts payable by the Client to Blend under this Agreement, whether set out in an invoice, on Blend’s website, or in a proposal, including (where applicable) Monthly Service fees, project fees, and ad-hoc fees.

2.7 “Monthly Service”

A recurring monthly arrangement for Services, billed on a month-to-month basis at Blend’s standard rates, subject to the notice provisions in this Agreement.

2.8 “Services”

All work or activities performed by Blend for the Client, including but not limited to:

• Shopify-focused CRO strategy and execution,

• Design and development work on Shopify themes or apps,

• Consultancy, advisory, or other technical eCommerce support related to Shopify or associated third-party systems.

2.9 “Shopify Platform”

Refers to the eCommerce platform and ecosystem provided by Shopify Inc. and any related services, apps, or tools provided by third parties.

2.10 “Effective Date”

The date on which this Agreement becomes binding, as stipulated in Clause 1.3.

2.11 “Force Majeure Event”

Such events include, but are not limited to, natural disasters, strikes, acts of terrorism or war, civil unrest, pandemics, embargoes, governmental actions, or interruptions in power supply or telecommunications.

2.12 “Third-Party Apps”

Means any software, plugin, add-on, tool, or service created or provided by a third party (not by Blend or the Client) that integrates or interacts with the Shopify Platform or otherwise affects the Services.

2.13 “Initial Term”

This means the initial period stated in the SOW for the applicable services.

3. Scope of Services

In the event of a discrepancy between the clauses below and the Statement of Work (SOW) outlined at the start of this Agreement, the Statement of Work (SOW) shall take precedence.

3.1 Overview

Blend shall provide the Services in a professional manner, using personnel, methods, and tools it deems fit. The Client acknowledges that Blend may rely on third-party tools, including the Shopify Platform and Third-Party Apps, for some functionalities.

3.2 Service Tiers and Packages

• Monthly Service: A recurring monthly arrangement for Services, billed month-to-month at Blend’s standard rates.

• Project or Phased Work: Fixed-fee or phase-based projects as set out in the SOW.

• Ad-hoc or Hourly: as priced by invoice or online order.

3.3 Discovery and Evolving Scope

For certain tasks (especially CRO or design/development), the initial phase may involve an audit or discovery process to identify improvements and subsequent steps. If additional Services are recommended beyond the purchased package, the Client may need to pay extra fees or upgrade its plan. Blend shall not be obliged to provide additional Services free of charge if they exceed the originally agreed scope or hours.

3.4 Dependencies and Client Obligations

The Client shall:

• Provide timely and accurate information, branding assets, or account access needed for Blend to perform.

• Maintain an active Shopify subscription, paying all associated costs.

• Secure any required licences or permissions for third-party apps.
  Any delays or failures by the Client to fulfil these obligations may impact delivery timelines and, where applicable, entitle Blend to adjust deadlines or charge additional fees.

3.5 No Guarantee of Outcomes

While Blend strives to improve the Client’s Shopify store performance, no specific outcome (e.g., a particular increase in revenue or conversions) can be guaranteed. Results vary based on market conditions, competition, product offerings, and other variables outside Blend’s control. Accordingly, Blend disclaims any guarantee or warranty regarding specific levels of sales, revenue, conversions, or other financial outcomes resulting from the Services.

4. Fees, Payment, and Refund Policy

In the event of a discrepancy between the clauses below and the Payment and Invoice Schedule outlined at the start of this Agreement, the Payment and Invoice Schedule shall take precedence.

4.1 Fee Structure

• Monthly Service: billed month-to-month at Blend’s standard rates. Termination and notice are set out in Clause 11.

• Project or Phased Work: As priced in the SOW or invoice.

• Ad Hoc or Hourly: Invoices may be raised based on hours utilised, a flat project fee, or another structure specified in writing.

4.2 Payment Terms

• Deposit Payment (Project Kickoff & Securing Timeline)

• For Large Phased Projects, a non-refundable deposit is required to secure the project timeline and initiate work.

• Deposit invoices are to be paid within three (3) days of issuance.

• If the deposit is not paid within this period, Blend reserves the right to delay or cancel the project schedule.

• Invoicing & Payment Deadlines

• All invoices for standard services are issued upfront, prior to the commencement of work.

• Unless otherwise stated:

• Deposit invoices are due within three (3) days of issuance.

• Invoices for additional ad hoc work for existing Clients already on a Paid Plan are due within thirty (30) days of the invoice issuance.

• Default Payment Method

• GoCardless Direct Debit (preferred payment method).
  Payment by Direct Debit through GoCardless is the preferred method and will be used by default where feasible. The Client authorises Blend Commerce Ltd to collect payments automatically via GoCardless pursuant to the applicable local direct‑debit scheme (for example BACS in the UK, ACH in the US, PAD in Canada, BECS in Australia).

• The Client will be required to complete a Direct Debit Mandate before work commences.

• Where the Client is located or operating in a region where GoCardless support or payout arrangements differ, Blend may require a separate written agreement or alternate payment method.

• The Client must ensure any necessary bank account (or currency) requirements (including currency conversion, local payout banking) are satisfied.

• Payments will be automatically collected on or after the agreed invoice dates unless alternative payment is agreed in writing.

• The Client must ensure sufficient funds are available on the collection date.

• Failed or cancelled mandates may result in suspension of Services and additional administration fees, as set out below.

• A £25 administration fee applies to each failed collection, together with any charges imposed by GoCardless.

• Blend Commerce Ltd may recover any associated costs arising from failed or cancelled Direct Debit payments.

• Alternative Payment Methods (by prior agreement only).

• Bank transfer. No processing fee from Blend.

• Pay by Bank / Open Banking (UK Only). No processing fee from Blend.

• Corporate or commercial card only.
  Blend accepts only corporate, commercial or business credit or debit cards. Consumer cards are not accepted. If the Client requests card payment, Blend will enable it and re‑issue the invoice. A pass‑through processing fee applies as set out below and will be itemised on the invoice.

• 1.9% + 20p for premium UK domestic cards

• 2.5% + 20p for European Economic Area cards + 2% if currency conversion is required

• 3.25% + 20p for international cards + 2% if currency conversion is required

• Notice to enable card payment. The Client must notify Blend before paying if it wishes to use a commercial card so Blend can enable the method and re‑issue the invoice with the itemised fee. Payments attempted by unenabled methods may be declined or refunded and are not deemed received until cleared.

• Cost‑only rule. Any alternative payment fee charged under this clause is a pass‑through of Blend’s direct processing cost and excludes VAT. Rates may change if the processor’s pricing changes. Updated rates will apply after notice to the Client.

• All other parts of Clause 4.2 remain unchanged, including deposit rules, invoicing deadlines, and late payment consequences.

• Bank and transfer charges. The Client is responsible for any bank, transfer or intermediary charges and must ensure the invoiced amount is received in full.

• Refunds and chargebacks. If a card payment is refunded, the card processing fee is not refundable unless refunded by our processor. The Client is liable for any processor dispute or chargeback fees.

• Late Payment Consequences

• If payment is not received by the due date, Blend reserves the right to:

• Suspend Services until payment is received.

• Charge interest at 1.5% per month (or the maximum rate permitted by law) on overdue amounts.

• Recover any additional debt collection costs incurred due to non-payment.

4.3 Expenses

Any expenses incurred specifically for the Client’s benefit (e.g., purchase of specialised software subscriptions, paid plugins, or travel expenses) shall be reimbursed by the Client, provided Blend has obtained the Client’s prior written approval. If such expenses are significant, Blend may require prepayment or direct purchase by the Client.

4.4 Cancellation and Refunds

4.4.1 Monthly Service

• The Client may terminate the Monthly Service by giving, at a minimum, thirty (30) days' written notice in accordance with Clause 11.

• During the notice period, Monthly Fees remain payable in full, regardless of usage.

• No refunds will be issued for partial use of a monthly cycle.

• If the Client fails to provide the required notice, they remain liable for Fees due within the notice period.

4.4.2 Cancellations and Refunds for Large Phased Projects

• Scope of Cancellation Rights
  

  • Large phased projects (including redesigns, development projects, and other custom services) are structured into phases, with each phase requiring separate payment.

  • The Client acknowledges that once a phase has been scheduled and resources allocated, it cannot be cancelled without incurring a cancellation charge.

  • A minimum of three (3) weeks’ written notice is required before cancellation takes effect.

• Cancellation Before a Phase Begins

  • If the Client cancels before the next phase starts, they must still pay for three (3) weeks of that phase’s Fees as a cancellation notice charge.

  • If the cancellation notice is given less than three (3) weeks before the phase start date, any scheduled work within that period is chargeable in full.

• Cancellation During an Active Phase

  • If the Client cancels a project after a phase has started, Fees will be calculated as follows:

    • The Client shall pay for the proportion of the phase already completed (calculated on a straight-line basis based on the phase timeline).

    • The Client shall also pay for an additional three (3) weeks of Fees as a notice period charge, even if this extends into the next phase.

    • Example Calculation: If the Development phase is scheduled for 7 weeks and the Client cancels after 1 week, but the 3-week notice period extends into Week 4, the total payable amount would be 4/7 of the total Development phase Fees (1 week of completed work + 3 weeks of notice).

• Termination for Non-Payment or Delays

  • If the Client fails to make a required payment or causes project delays exceeding 60 days without prior written agreement, Blend reserves the right to terminate the project.

  • In such cases:

    • All Fees paid remain non-refundable.

    • Blend may invoice the Client for any additional costs incurred as a result of the Client’s delay or failure to pay.

• Ownership of Work Completed

  • Upon cancellation, the Client shall only receive Deliverables for fully paid phases.

  • Any unpaid work or draft materials shall remain the property of Blend unless otherwise agreed in writing.

4.4.3 No Obligation to Provide Refunds

• Aside from Clause 4.4.2 (Large Phased Projects Cancellations), Blend shall not provide refunds for:

• Services already rendered,

• Partially used months in ongoing services,

• Additional costs or expenses incurred by the Client, including but not limited to third-party software, integrations, or specialist resources procured on the Client’s behalf.

• Refunds shall only be considered where explicitly stated in this Agreement.
  

4.5 Price Adjustments

Blend reserves the right to adjust its standard rates or pricing for upcoming contract periods or renewals. Unless otherwise specified by law, fee changes for monthly plans will be notified at least 90 days before the start of the next billing cycle.

4.6 VAT and Taxes

All Fees exclude VAT (Value Added Tax) and any other applicable taxes, levies, or duties. Where applicable, VAT shall be added in accordance with UK law, and the Client agrees to pay any such amounts promptly. The Client is responsible for any taxes imposed by foreign jurisdictions if services are supplied cross-border.

4.7 Monthly Hours Flex

The Client may request to increase or decrease the agreed Monthly Hours, subject to a minimum of 20 hours per month at all times, 14 days’ written notice, Blend’s capacity, and the new Monthly Hours and Monthly Fee being agreed in writing (email is sufficient). Changes take effect from the start of the next monthly billing cycle that begins at least 14 days after notice is received and agreed upon, unless the parties agree otherwise in writing. The Monthly Fee for the adjusted hours will be set at Blend’s standard rates unless otherwise agreed upon in writing. This clause does not affect any termination rights in Clause 11 or the no refunds rule for partial months in Clause 4.4.1.

5. Intellectual Property

5.1 Ownership of Pre-Existing IP

Each party retains ownership of all Intellectual Property Rights (IPRs) it owned or developed prior to the Effective Date of this Agreement or developed independently outside the scope of this Agreement. Nothing herein transfers either party’s pre-existing IPRs to the other party.

5.2 Ownership of Deliverables (Client-Specific Work)

• Custom Deliverables: Subject to full payment of all applicable Fees, all bespoke or custom work products created specifically for the Client (e.g., new themes, unique code, graphics, branding assets) become the Client’s property upon delivery, to the extent permitted by law.

• Assignment: Blend agrees to execute reasonable documents or take reasonable actions at the Client’s expense, if necessary, to confirm or perfect the Client’s ownership of such custom Deliverables, subject always to the payment obligations under Clause 4.

5.3 Blend’s Reusable Components

• Background Tools: Blend retains all rights to any tools, libraries, frameworks, scripts, templates, or processes that (a) pre-date this Agreement, or (b) are developed or improved outside the scope of the Client’s custom requests.

• Licence: Where Blend uses such Background Tools to deliver Services, Blend grants the Client a non-exclusive, non-transferable licence (without the right to sub-license) to use them solely as incorporated into the Deliverables for the Client’s internal business purposes on the Shopify Platform.

• Open Source: Any open-source or third-party code included in the Deliverables remains subject to its original open-source or vendor licence terms. The Client agrees to abide by such terms.

5.4 Client Materials

The Client represents that any materials or information it provides to Blend (including logos, images, or text) do not infringe the rights of any third party. The Client grants Blend a limited, non-exclusive licence to use such materials for the purpose of providing the Services.

5.5 Moral Rights and Waivers

Where permissible by law, each party waives and/or will procure the waiver of any moral rights in any Deliverables created under this Agreement to the extent needed to give full effect to the ownership or licence arrangements agreed herein.

6. Confidentiality

6.1 Definition of Confidential Information

“Confidential Information” includes any non-public, proprietary information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is:

• Clearly marked or identified as “confidential,” or

• By its nature, would reasonably be considered confidential given the context of disclosure.

6.2 Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available without the Receiving Party’s breach;

• Was already lawfully known to the Receiving Party before disclosure, as evidenced by its records;

• Is disclosed to the Receiving Party by a third party without breach of any confidentiality obligation; or

• Is independently developed by the Receiving Party without use of, or reference to, the Disclosing Party’s Confidential Information.

6.3 Obligations

Each Receiving Party shall:

• Use the Disclosing Party’s Confidential Information only for purposes of fulfilling its obligations under this Agreement;

• Maintain the Disclosing Party’s Confidential Information in strict confidence, applying at least the same degree of care as it uses for its own confidential materials, and in no event less than reasonable care;

• Not disclose any Confidential Information to any third party except employees, contractors, or advisers who have a need to know for performance under this Agreement and are bound by confidentiality obligations at least as protective as these terms; and

• Promptly notify the Disclosing Party if it becomes aware of any unauthorised use or disclosure of Confidential Information.

6.4 Disclosure Required by Law

If the Receiving Party is compelled by law, regulation, or court order to disclose any Confidential Information, it shall (to the extent permitted) give the Disclosing Party prior written notice of such requirement to allow the Disclosing Party to seek a protective order or otherwise oppose the disclosure.

6.5 Return or Destruction

Upon termination of this Agreement or upon the Disclosing Party’s request, the Receiving Party shall promptly return, delete, or destroy all Confidential Information (including all copies, notes, or extracts), except for any automatically generated backup files or where retention is required by law. In such cases, the Receiving Party shall keep the retained Confidential Information subject to these confidentiality obligations.

7. Warranties

7.1 Mutual Warranties

Each party warrants and represents that:

• It has the legal right, power, and authority to enter into and perform under this Agreement; and

• Its performance and obligations under this Agreement will not violate any other agreement or legal obligation.

7.2 Services Warranty

Blend warrants that it shall perform the Services in a professional and workmanlike manner, consistent with industry standards and using suitable personnel and resources.

7.3 Software/Code Warranty

Subject to the Client not modifying the code or using unapproved third parties, Blend will use reasonable efforts to fix any material bugs or defects that arise from Blend’s code within 30 days of delivering the code. The Client must report such defects in writing, providing enough detail to allow Blend to reproduce and diagnose the issue. This warranty does not extend to:

• Errors or downtime caused by the Shopify Platform or any third-party apps;

• Defects resulting from Client’s misuse or unauthorised modifications; or

• Third-party code or open-source components, which are provided “as is.”

7.4 Disclaimer of Other Warranties

Except as expressly stated here, to the fullest extent permitted by law, Blend disclaims all other warranties or conditions, whether statutory, express, or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Client acknowledges that multiple external factors influence the outcomes and/or results of our services and that no specific improvements or success measures are guaranteed.

7.5 Client Warranties

The Client warrants that:

• All materials and information it provides to Blend (including, but not limited to, images, data, text) do not infringe the rights of any third party;

• It will comply with all applicable laws and regulations relevant to its use of the Services (including data protection laws, if relevant); and

• It has the authority to grant Blend any necessary permissions or licences to perform the Services.

7.6 No legal advice or compliance warranty

The Client acknowledges that Blend’s recommendations are technical and operational in nature and do not constitute legal advice. Blend does not warrant that the Services or Deliverables will ensure the Client’s compliance with any law or regulation.

8. Liability

8.1 Limitation of Liability

To the maximum extent permitted by English law, Blend’s total aggregate liability (whether in contract, tort, negligence, statutory duty, or otherwise) arising out of or in connection with this Agreement shall not exceed an amount equal to the total Fees actually paid by the Client to Blend in the 12-month period preceding the event giving rise to the claim.

8.2 Exclusion of Certain Damages

Blend shall not be liable for any:

• Indirect, consequential, or special loss;

• Loss of profit, goodwill, or revenue;

• Loss of data or use;

• Loss of or damage to reputation; or

• Business interruption,
  arising from or in connection with this Agreement, even if Blend has been advised of the possibility of such losses.

8.3 No Liability for Third-Party Failures

Blend is not liable for:

• Downtime, errors, or loss caused by the Shopify Platform, third-party apps, or any external service providers;

• The Client’s own acts or omissions, or those of any third party acting on behalf of the Client without Blend’s prior written authorisation.

8.4 Reasonableness

The Client acknowledges and agrees that the restrictions on liability in this Clause 8 are reasonable in view of the nature of the Services, the fees charged, and the commercially sensitive information each party may rely upon. If any limitation or exclusion is deemed invalid, unenforceable, or illegal by a court, the remainder of this Clause 8 shall remain in effect to the fullest extent permissible.

8.5 Force Majeure

For reference only here (detailed further in Clause 12), Blend shall not be liable for any failure to perform or delay caused by circumstances beyond its reasonable control (e.g., natural disasters, strikes, pandemics, war, or government action).

9. Indemnification

9.1 Client Indemnity

The Client agrees to indemnify, defend (at Blend’s request), and hold harmless Blend, its directors, employees, contractors, and affiliates from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• The Client’s breach of any representation, warranty, or obligation under this Agreement;

• Infringement or alleged infringement of a third party’s rights (including IPRs or data privacy rights) by any materials provided by the Client;

• The Client’s misuse or unauthorised modification of Deliverables; or

• The Client’s failure to comply with any relevant laws or regulations in its use of the Services or Deliverables.

Including, without limitation, any claim, investigation, assessment or fine relating to accessibility or to data protection and privacy compliance, except to the extent caused by Blend’s breach of Clause 14.8 or a signed Data Processing Agreement.

9.2 Blend Indemnity

Blend agrees to indemnify and hold the Client harmless from and against any third-party claims that the custom Deliverables created solely by Blend infringe that third party’s UK-registered intellectual property rights, provided that the Client (a) promptly notifies Blend of the claim, (b) grants Blend the right to control the defence and settlement of the claim, and (c) cooperates fully in defending any such claim. This indemnity does not apply to claims arising from Client-provided materials, third-party software, or modifications made by the Client without Blend’s approval.

9.3 Procedures

The indemnified party shall (a) promptly notify the indemnifying party of any claim; (b) not make any admissions or statements that might prejudice the indemnifying party’s defence; and (c) give the indemnifying party reasonable assistance at its own expense (except as otherwise provided in the indemnity terms).

10. Non-Solicitation

10.1 Non-Solicitation of Personnel

The Client agrees that during the term of this Agreement and for a period of 12 months following its termination or expiration, it shall not, directly or indirectly, solicit, entice, or hire any person who is or was employed or contracted by Blend and involved in providing the Services. This restriction shall not apply where the individual applies via a general, non-targeted recruitment process, provided that the Client can reasonably demonstrate that no direct or indirect solicitation took place.

10.2 Remedy for Breach

If the Client breaches this Clause 10, the Client shall pay Blend an amount equal to 50% of the hired individual’s total annual remuneration (or projected annual remuneration if the individual was a contractor). The parties agree this sum represents a genuine pre-estimate of Blend’s losses, including recruitment costs and disruption, and does not constitute a penalty.

11. Term and Termination

11.1 Term

This Agreement commences on the Effective Date (as defined in Clause 1.3) and continues until terminated in accordance with its provisions.

11.2 Termination for Convenience

• Monthly Service:

• The Client may terminate its Monthly Service by giving at least thirty (30) days' written notice. If termination occurs during any Initial Term stated in the SOW, any fee specified as waived conditional on completing that Initial Term is reinstated and becomes immediately payable, in addition to Fees due for the notice period.

• Fees remain payable in full during the notice period. No refunds will be issued for partial use of a month.

• Large Phased Projects (Including Redesigns & Development Work):

• If the Client terminates a Large Phased Project, the payment obligations in Clause 4.4.2 shall apply, including the requirement to pay for:

• Any work completed up to the termination date (calculated on a straight-line basis).

• A three (3) week notice period charge covering the next phase or any active phase.

• To terminate a phased project, the client must provide a minimum of three (3) weeks' written notice.

• Ad Hoc/Hourly Work:

• Either party may terminate an Ad Hoc or Hourly engagement upon 30 days written notice unless otherwise specified in the relevant purchase or invoice.

• The Client remains liable for all Fees for work completed up to the termination date.

• No refunds shall be issued for partially completed tasks unless otherwise agreed in writing.

11.3 Termination for Breach

Either party may terminate this Agreement immediately if the other party:

• Materially breaches a term of this Agreement (including non-payment), and fails to remedy the breach within 14 days of receiving written notice; or

• Engages in conduct that is fraudulent, illegal, or poses an unacceptable risk to the terminating party’s reputation or business operations.

11.4 Termination for Insolvency

Either party may terminate immediately if the other:

• Becomes insolvent, enters administration or liquidation, or has a receiver or manager appointed over its assets;

• Makes any arrangement with creditors; or

• Ceases or threatens to cease trading.

11.5 Effects of Termination

Upon termination or expiration of this Agreement for any reason:

• Accrued Fees: The Client shall promptly pay any outstanding Fees for Services performed up to the effective date of termination (including any notice period).

• Refunds & Recalculation: If the Agreement is terminated prematurely, the applicable procedure in Clause 4.4 governs.

• Deliverables: Blend shall deliver to the Client any Deliverables fully paid for. Blend may withhold delivery if Fees remain outstanding.

• Confidential Information: Each party shall return or destroy the other party’s Confidential Information as required by Clause 6.5.

• Licences: Any licence granted to the Client for Blend’s Background Tools (Clause 5.3) may terminate unless the Fees related to those Deliverables are fully paid.

11.6 Survival

Clauses that by their nature are intended to survive termination (including, but not limited to, Intellectual Property, Confidentiality, Indemnification, Limitations of Liability, and Non-Solicitation) shall continue in full force and effect after termination.

12. Force Majeure

12.1 Liability

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) if such delay or failure results from events, circumstances, or causes beyond its reasonable control (a “Force Majeure Event”).

12.2 Notice and Mitigation

A party claiming a Force Majeure Event shall promptly notify the other party in writing, specifying the nature of the event and its expected duration. Both parties shall use reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of their obligations.

12.3 Right to Terminate

If a Force Majeure Event continues for a period exceeding 60 days and materially affects the ability of a party to perform its obligations, either party may terminate this Agreement immediately upon written notice to the other, without further liability (except for any Fees payable for Services already rendered). Any Fees prepaid for services not yet rendered as of the date of termination shall be refunded, less any non-refundable expenses incurred by Blend up to that date.

13. Dispute Resolution

13.1 Good-Faith Negotiation

If any dispute arises between the parties in connection with this Agreement, the parties shall first attempt to resolve it by good-faith negotiation. Each party shall escalate the dispute internally to a management representative with the authority to settle the matter.

13.2 Mediation

If the dispute is not resolved within 30 days of a written request for good-faith negotiations, either party may refer the dispute to mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure (or similar reputable mediation service). Each party shall share the mediation costs equally, unless agreed otherwise.

13.3 Litigation / Injunctive Relief

Nothing in this Agreement prevents either party from seeking immediate injunctive or other equitable relief in a court of competent jurisdiction (particularly regarding Intellectual Property or Confidentiality breaches). If mediation fails or is not pursued, the parties shall submit to the exclusive jurisdiction of the courts of England and Wales, as set out in Clause 15.

13.4 Continued Performance

The parties shall continue performing their obligations under this Agreement during any dispute resolution process unless the Agreement is otherwise lawfully terminated.

14. Additional Provisions

14.1 Assignment and Subcontracting

• Client Assignment: The Client shall not assign, transfer, or deal in any other manner with its rights or obligations under this Agreement without Blend’s prior written consent.

• Blend Subcontracting: Blend may engage subcontractors or third-party service providers to perform parts of the Services, provided Blend remains responsible for their performance as if performed by Blend itself.

14.2 Severability

If any provision (or part of a provision) in this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that provision (or relevant part) is deemed severed, and the remainder of the Agreement remains valid and enforceable.

14.3 No Waiver

No failure or delay by either party in exercising any right or remedy under this Agreement shall constitute a waiver of such right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. A waiver must be in writing and signed by the party waiving its rights.

14.4 Independent Contractors

Nothing in this Agreement creates a partnership, joint venture, or employer-employee relationship between the parties. Blend is an independent contractor, and neither party has the authority to act on behalf of, or otherwise bind, the other in any way.

14.5 Third-Party Rights

Unless expressly stated, this Agreement does not confer any rights on any person or entity that is not a party to it, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

14.6 Further Assurances

Each party shall perform all such further acts, deeds, or things, and execute any additional documents as may be reasonably required to achieve the purposes of this Agreement.

14.7 Publicity and Marketing

Blend may reference the Client’s name, logo, or project in its promotional materials or portfolio, provided it does not disclose any Confidential Information or sensitive data. If the Client objects in writing, Blend shall remove or discontinue specific references where commercially reasonable to do so.

14.8 Data Protection

14.8.1 Compliance.

Each party shall comply with applicable data protection laws, including the UK GDPR and the Data Protection Act 2018 (and, if relevant, the EU GDPR).

14.8.2 Roles.

For personal data processed in connection with the Services, the Client is the data controller. Blend acts as data processor only where it processes personal data on the Client’s documented instructions. Blend remains an independent controller for its own business records (e.g. billing, account management).

14.8.3 Client responsibilities (as controller).

The Client is solely responsible for: determining lawful bases; providing privacy notices; configuring and collecting consent (including cookies); responding to data subject requests; setting retention; selecting and contracting with third‑party platforms and apps (including Shopify and analytics); and international transfer mechanisms.

14.8.4 Blend responsibilities (as processor).

Where Blend is a processor, it will:

1. process personal data only on the Client’s documented instructions;

2. implement appropriate technical and organisational measures for systems under its control;

3. ensure personnel handling personal data are bound by confidentiality; and

4. assist the Client, at the Client’s cost, with reasonable requests related to security, data subject requests and incidents, to the extent applicable to Blend’s role;

5. notify the Client without undue delay after becoming aware of a personal data breach affecting personal data processed by the Client.

These obligations will be further detailed in a Data Processing Agreement where required.

14.8.5 Third‑party platforms and apps.

The Client acknowledges its personal data is primarily hosted or processed within systems the Client selects (for example, Shopify and installed apps). Blend does not control those systems and is not responsible for their security, configuration, outages, or changes. This sits alongside Clause 8.3.

14.8.6 No compliance warranty; fines.

Blend does not warrant that the Services or Deliverables will ensure compliance with the UK GDPR, EU GDPR, CCPA/CPRA or any other privacy law. To the fullest extent permitted by law, Blend is not liable for administrative fines, penalties or regulatory assessments imposed on the Client arising from the Client’s own compliance failures or from third‑party platforms or apps, save to the extent caused by Blend’s breach of this Clause 14.8 or a signed Data Processing Agreement, and subject to Clause 8.

14.8.7 Data Processing Agreement Precedence.

Where Blend acts as a processor, the parties shall enter into a Data Processing Agreement. If there is any conflict between this Clause 14.8 and the Data Processing Agreement, the Data Processing Agreement prevails for processing within scope.

14.8.8 Indemnities and caps (cross‑reference).

For the avoidance of doubt, the Client’s indemnity in Clause 9.1 applies to data protection claims arising from the Client’s role as controller and its use of third‑party platforms and apps. Any liability of Blend for data protection matters is subject to Clause 8.

14.9 Accessibility

14.9.1 No legal warranty.

Unless agreed in a separate Statement of Work (SOW), Blend does not provide legal or regulatory compliance services and does not warrant that the Client’s websites, apps or content comply with accessibility laws or standards (including the Equality Act 2010, WCAG and the ADA). Accessibility outcomes depend on the Client’s content, settings, ongoing changes and third‑party platforms or apps, including Shopify.

14.9.2 Client responsibilities.

The Client is solely responsible for appointing any accessibility specialist; carrying out accessibility audits and testing; maintaining accessible content; managing and vetting third‑party apps; publishing any required accessibility statement; and handling accessibility complaints and claims.

14.9.3 Blend’s role.

If requested, Blend will implement reasonable technical changes to address issues identified by the Client or its consultant, at Blend’s standard rates. Any examples or recommendations provided by Blend are not legal advice.

14.9.4 Third‑party platforms and apps.

The Client acknowledges that accessibility is affected by third‑party platforms and apps selected by the Client, such as Shopify and installed apps. Blend does not control those systems and is not responsible for their security, configuration, outages or changes. This sits alongside Clause 8.3.

14.9.5 Indemnities and caps (cross‑reference).

For the avoidance of doubt, the Client’s indemnity in Clause 9.1 applies to accessibility claims. Blend will not be liable for any accessibility claim, fine or cost arising from the Client’s content, configuration or third‑party systems, except to the extent caused directly by Blend’s code as delivered and unmodified by the Client, and in any event subject to Clause 8.

14.9.6 SOW scope and precedence.

Any accessibility audit, testing or certification is out of scope unless stated in a SOW. Where a SOW includes such work, the SOW governs that scope and prevails over this clause to the extent of any conflict, as per Clause 1.5.

15. Governing Law and Jurisdiction

15.1 Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

15.2 Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter.

16. Notices

16.1 Form of Notices

All notices, requests, demands, and other communications under or in connection with this Agreement must be made in writing and delivered by email or postal mail (tracked or recorded recommended).

16.2 Addresses

Each party shall provide the other with a valid email address and/or postal address for receiving notices. Changes to these details must be communicated promptly in writing.

16.3 Deemed Receipt

• Email: An email shall be deemed received on the day it is sent, provided that:
  

• It is sent on a Business Day before 5:00 pm GMT;

• No automated error or bounce message is received by the sender; and

• The sender retains proof of successful transmission, such as a delivery receipt or an email acknowledgement from the recipient.

• If the email is sent after 5:00 pm GMT or on a non-business Day, it will be deemed received at 9:00 a.m. on the next Business Day.
  
  

• Postal Mail: A notice sent by postal mail shall be deemed received:
  

• Two (2) Business Days after it is posted if sent within the UK; or

• Five (5) Business Days after it is posted if sent internationally.

• The sender must retain proof of posting, such as a certificate of posting or tracking confirmation. Delivery shall only be valid upon evidence of signed receipt or recorded delivery confirmation.

17. Entire Agreement

17.1 Integrated Contract

This Agreement (including all Schedules, Exhibits, Appendices, references, and any documents incorporated by reference) constitutes the entire agreement between the parties with respect to its subject matter. It supersedes all prior negotiations, understandings, or agreements, whether oral or written.

17.2 No Reliance

Each party acknowledges that in entering into this Agreement, it does not rely on and shall have no remedy in respect of any statement, representation, warranty, or understanding (whether negligently or innocently made) that is not expressly set out in this Agreement.

17.3 Amendments

No modification or amendment to this Agreement shall be valid unless it is in writing and signed by an authorised representative of both parties (or, in the case of online terms, clearly accepted by the Client in a manner authorised by Blend, such as a digital clickwrap or updated invoice acceptance).

18. Execution and Acceptance

18.1 The Client acknowledges and agrees that by:

• Paying any invoice from Blend for the Services covered by this Agreement; or

• Completing an online purchase or checkout process on Blend’s website; or

• Counter-signing this Agreement,

The Client is deemed to have read and accepted all the terms of this Master Services Agreement. If the Client does not agree to these terms, they must not make payment or proceed with any online purchase of Blend’s Services. If payment is made, the Agreement is deemed fully accepted.

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Signatures (Optional)

If you require a signed copy for record-keeping or compliance purposes, please request this via email to hello@blendcommerce.com. If not already established under Clause 1.3, the date of the last signature or the date of payment (whichever is earliest) shall be deemed the Effective Date.