Terms of Services

Effective Date: March 27, 2026

These Terms of Service (“Terms”) govern your use of the website and services provided by Miller & Smith Development LLC (“we,” “us,” or “our”). By accessing our website or engaging our services, you agree to be bound by these Terms.

1. Scope of Services
Miller & Smith Development LLC provides custom Shopify application development, enterprise integrations, and technical consulting. The specific scope of work, timelines, and deliverables for any project will be governed by a separate Service Agreement or Statement of Work (SOW) signed by both parties.

2. Intellectual Property & Ownership

• Client Ownership: Upon full payment of all fees due, the client shall own 100% of the custom source code and intellectual property created specifically for their project, unless otherwise agreed upon in writing.
• Our Background IP: We retain ownership of any pre-existing code, frameworks, or internal tools used to develop your solution. You are granted a non-exclusive, perpetual license to use these components as part of your project.


3. Payment Terms
Invoices are due upon receipt unless otherwise stated in the Service Agreement. We reserve the right to suspend development or withhold deployment if payments are overdue. All fees are quoted in USD.

4. Professional Warranty
We represent that our services will be performed in a professional and workmanlike manner. However, due to the evolving nature of the Shopify platform and third-party APIs, we do not guarantee that the software will be error-free or uninterrupted indefinitely.

5. Limitation of Liability
To the maximum extent permitted by law, Miller & Smith Development LLC shall not be liable for any indirect, incidental, or consequential damages (including loss of profits, data, or revenue) arising out of or related to our services. Our total liability for any claim shall not exceed the total amount paid by the client for the specific project in question.

6. Confidentiality
Both parties agree to keep all business, technical, and financial information shared during the partnership strictly confidential. This obligation extends beyond the termination of any project.

7. Governing Law & Jurisdiction
These Terms and all legal relations between the parties shall be governed by the laws of the State of Delaware, without regard to conflict of law principles. Any disputes shall be settled in the competent courts of Delaware.

8. Termination
Either party may terminate a project engagement according to the terms specified in the individual Service Agreement. Upon termination, the client is responsible for payment of all work performed up to the termination date.

9. Contact Information
If you have any questions regarding these Terms, please contact us at: [Eure E-Mail einfügen].