The terms of service presented herein ("Terms") govern your use of the Shopexperts website and services (collectively referred to as the "Site"). These Terms constitute a binding legal agreement ("Agreement") between you ("Expert") and Swift Commerce Limited, operating under the business name "Shopexperts" ("we," "us," "our," or the "Company").

By accessing or using the Site located at https://shopexperts.com/ and any related sites operated by Shopexperts, its subsidiaries, or affiliated entities, you agree to comply with these Terms. If you do not agree with any of these Terms, please refrain from accessing or using the Site or services provided through it.

By applying for an account with us, or by utilizing and visiting our Site, you acknowledge that you have read, understood, and agree to be bound by these Terms.

1. Our Services

1.1. Platform Overview

Shopexperts provides a platform where professionals specializing in web development, web design, marketing, content writing, and other professional services within the Shopify ecosystem (“Experts”) may offer their expertise to Shopify business owners (“Clients”) seeking website customization and related support.

The platform facilitates connections between Experts and Clients who require updates to existing websites or other coding, consulting, or design services, and who are seeking qualified freelance professionals to execute such updates.

For purposes of this Agreement:

“Experts” refers to professionals, whether individuals or agencies, across various specialties (e.g., design, development, marketing, sales, content creation) who subscribe to Shopexperts and maintain a listing in the directory.
Experts are independent service providers who engage directly with Clients (as per Clause 13 below)

This Agreement applies to all Experts who subscribe to and use the platform.

1.2. Eligibility Requirements

As a condition of accessing or joining the Shopexperts platform and community, you represent and warrant that:

You are at least eighteen (18) years of age.
You will provide accurate and complete information when registering for an account and will keep such information up to date.
Your use of the platform will comply with all applicable laws and regulations.
You are not:
- A citizen, resident, or physically located in any jurisdiction where participation in the Shopexperts community is prohibited by law, regulation, decree, treaty, or administrative act;
- Located in or ordinarily resident of any country or region subject to trade or economic sanctions by Hong Kong SAR China, Canada, the United States, or any other sovereign nation, including but not limited to sanctions imposed under the United Nations Act (UNA), the Special Economic Measures Act (SEMA), or the Justice for Victims of Corrupt Foreign Officials Act (JVCFOA). This includes, without limitation, Iran, North Korea, Sudan, and Syria;
- Listed on, or associated with any entity listed on, the U.S. Department of Commerce’s Denied Persons List or Entity List, the U.S. Department of the Treasury’s Specially Designated Nationals or Blocked Persons List, or the U.S. Department of State’s Debarred Parties List;
- Otherwise ineligible to receive items or services subject to U.S. export control laws or other applicable economic sanctions.

1.3. Expert Representations and Warranties

Each Expert further represents and warrants to Shopexperts that:

They have no existing obligations or commitments, whether contractual or otherwise, that conflict with their obligations under this Agreement.
They will not use or disclose any trade secrets, proprietary information, or intellectual property that they do not own or have lawful rights to use.
Their engagement with Shopexperts or with Clients, as contemplated under this Agreement, will not infringe upon or violate the rights of any third party.

2. Obligations of the Company

2.1. Platform Role

Shopexperts acts solely as an intermediary by providing a platform through which Experts can offer their services to Clients. Shopexperts may, at its discretion, facilitate connections by evaluating Client profiles and requests and suggesting suitable Experts based on relevance, competence, strengths, and availability. However, Shopexperts has no obligation or liability to provide such matching services.

Shopexperts develops and maintains platform features, including search filters, project categorization, and communication tools, to assist Experts and Clients in connecting. Use of these features is entirely optional and at the parties’ discretion.

2.2. Payments and Invoicing

Experts may manage payments and invoicing in one of the following ways:

Issue and collect payment through their own invoices directly with Clients;
Generate invoices through the platform and receive payment directly to their own bank accounts; or
Use Shopexperts as a payment intermediary, in which case Shopexperts will process Client payments for a service fee (as per Clause 6.2 below).

Use of Shopexperts’ payment services is entirely optional.

2.3. Expert Profiles, Verification, and Visibility

Expert Profiles
The platform enables Experts to create and maintain profiles that showcase their skills, experience, and services. Experts may provide information such as:

Location and service hours
Spoken languages
Areas of expertise and project scopes
Hourly rates
Types of projects offered
Proficiency in specific skills, tools, apps, or services

This information is visible to Clients to help them evaluate and select Experts.

Expert Location
A business address is required when registering on the Shopexperts platform. Freelancers may use their home address if no other address (e.g., coworking space) is available.

Shopexperts will vet freelancer identities, locations, and ensure agencies are legitimate businesses. Digital footprints may also be examined to confirm that Experts and agencies are promoting themselves accurately in the marketplace.

Verification
Shopexperts may, at its discretion, conduct background checks, reference checks, or other verification procedures to confirm the accuracy of information provided by Experts.

2.4. Limitation of Responsibility

Shopexperts implements policies to promote expertise and reliability but is not responsible for project outcomes, errors, disputes, or misunderstandings between Clients and Experts.

Clients may request additional agreements, such as Non-Disclosure Agreements (NDAs) or Project Agreements. Experts are free to accept or decline such terms. These agreements are solely between Experts and Clients, and Shopexperts is not a party to them.

Shopexperts is not responsible for payment disputes or any other dispute resolution between Clients and Experts, even when using the platform’s payment processing services. Experts and Clients agree to resolve such disputes directly with each other.

3. Obligations of the Expert

3.1. Accurate Information and Availability
The Expert agrees to provide the Company with accurate and complete information regarding their skills, experience, and availability. The Expert commits to providing at least twenty (20) hours of availability per week to Clients and must provide at least fourteen (14) days’ prior notice to the Company of any changes to their availability.

3.2. Professionalism and Commitment
The Expert shall deliver services with diligence, professionalism, and integrity. Once an Expert accepts a Project, they must fulfill their responsibilities without delay or neglect.

3.3. Account and Confidentiality
Experts are responsible for all activity under their Shopexperts account. They must safeguard their password, report any unauthorized access immediately, and may update profile information or request assistance via [email protected].

Experts are prohibited from sharing Clients’ website access with third parties. For agencies or team-based work, any third-party involvement must be approved by the Client, who may provide collaborator access directly. Experts are responsible for maintaining proper security measures when working on Clients’ websites and assume full liability for any unauthorized access or resulting loss or damage.

Experts must treat all Project information and materials shared by Clients as confidential and may not disclose them outside the platform without the Client’s express consent.

3.4. Backups and Publishing
Experts must create backups of Clients’ website themes and make changes on a duplicate version to prevent disruptions or data loss. Work may only be published after receiving clear written approval from the Client.

3.5. Assignment

These Terms and the services contemplated hereunder are personal to the Expert. The Expert shall not have the right or ability to assign, transfer, or subcontract any obligations under these Terms without the prior written consent of the Client. Any attempt to do so shall be void. If the Expert is an agency, assignments may only be made within the agency’s own personnel, provided that the Client is informed in advance of the individual(s) who will perform the services.

3.6. Staying Informed

Experts must remain informed about Company policies, platform updates, and communications. They are responsible for clearly stating the validity of their offers, any guarantees, and the terms under which services will be provided.

3.7. Independence and Tools
As independent service providers listed on the platform, Experts may accept or reject Projects prior to starting work. Experts perform Projects without supervision or control from Shopexperts and provide their own tools and equipment to fulfill services.

3.8. Representations and Warranties
By submitting information or content to or through the Shopexperts platform, the Expert represents and warrants that:

They own the submitted information, content, and works, and such materials are not plagiarized; and
The information, content, and works are accurate, truthful, do not breach any confidentiality obligations, and do not violate any contractual restrictions or third-party rights.

4. Expert Listings

Experts on the Shopexperts platform may hold either a Free (Basic) listing or a Paid (Pro) listing. Both listing types may be used by individual Experts or agencies.

(a) Free Listing (Basic)
Visibility is limited to one service category and one location (country) category. By default, the location corresponds to the country where the Expert or agency operates.

Free Listing functionality includes:

Profile photo and biography
Business details
Lead capture functionality
Customer reviews
Listing page statistics in the dashboard
Access to the Shopexperts community

(b) Paid Listing (Pro)
Paid Listings are billed monthly to the Expert’s linked debit or credit card, based on actual pricing.

Pro Listing functionality includes enhanced visibility and features, such as:

“Chat Now” button for direct Client engagement
Lead capture functionality
Listing on up to five (5) main category pages and ten (10) subcategory pages
Global Client visibility
Option to display app/theme expert badges to highlight expertise for specific apps/themes

Additional Pro Listing features include:

Customer reviews and the ability to reply to reviews
Case studies
Packaged services

5. Expert’s Workflow

5.1. Overview
The first step in the Expert’s workflow on the Shopexperts platform is finding a Project to work on. A “Project” represents a Client request or opportunity, and a “lead” refers to a notification sent to an Expert about a potential Project.

Experts can select their service categories (limited by listing type) to determine under which categories they will appear and be chosen for Projects. Experts may engage in a Project in the following ways:

(i) Assignment by Shopexperts Admin

The Shopexperts admin may assign a Project to an Expert based on their service category, location, and availability.
Pro Listing Experts:
- Leads from the regular Client request form are manually sent to three Pro Listing Experts.
- If there are insufficient available Experts, leads may be directed to Free Listing Experts.
- Leads may be cancelled if left unanswered.
Free Listing Experts:
- If a lead comes through a Free Listing, it is also prompted to three Pro Listing Experts in the same service category. Other Experts may respond with Yes/No.
Client options for the regular request form:
- Send a Project with no preferred Expert – Shopexperts matches the Client to suitable Experts.
- Send a Project with one preferred Expert – see Clause 5.1(iii).
- Send a Project with one preferred Expert and three additional Experts chosen by the admin – all Experts can converse with the Client, who selects which Expert to proceed with.

(ii) Expert Selection from Available Projects
An Expert may choose to engage in a Project by selecting it from the list of available Projects on the platform.

(iii) Direct Client Request to an Expert

If a Client specifically requests a particular Expert, the Project is automatically assigned to that Expert.
Pro Listing Experts: Any lead from your listing is directed only to you. You must reply within 24 hours, or the lead becomes available to up to three other Experts.
Free Listing Experts: Leads from your listing are sent to three other Experts in the same service category, regardless of whether the Client requested you. Priority is given to Pro Listing Experts within the category.

(iv) Client Initiates in Chatroom
A Client may start a new Project within the chatroom of a previous Project, creating a direct workflow from prior engagement.

(v) Expert Initiates on Client Request
An Expert may also initiate a Project upon the Client’s request, creating a new Project entry on the platform.

5.2. Project Selection and Claiming

When an Expert selects a Project from the list of available Projects (Clause 5.1(ii)), they have five (5) minutes to briefly evaluate the Project and decide whether to claim it or release it back.
Claiming a Project indicates the Expert is ready to provide a professional assessment.
If the Client accepts the assessment and wishes to commence work, the Expert may not withdraw until the requested result is achieved, unless the Client requests otherwise.

5.3. Project Quotes

After evaluating a Project, the Expert submits a Project Quote to the Client based on their own pricing.
Experts may adjust their pricing from quote to quote.
The minimum rate shall not less than $50/hour.
Experts are sorted into pricing ranges on the platform.
The Client receives a payment link in the chatroom and may:
- Accept the quote and proceed with payment; or
- Reject the quote and initiate negotiations.
During negotiations, the Expert may issue a new payment link with updated terms.

5.4. Project Payment and Work Execution

Project Payment

Once a Project is paid by the Client via Shopexperts platform, the Expert receives a notification at their registered email and may begin work. Experts using external payment systems will not receive notifications within Shopexperts.
Experts may communicate, request additional information, and provide updates in the Project chatroom.
Experts may issue quotes outside the platform and set delivery dates, expiration terms for unused hours, or other relevant conditions, provided these are communicated to Clients and remain consistent with this Agreement
Shopexperts strongly recommends a 100% prepayment model. Any alternative arrangements are at the Expert’s sole risk, and Shopexperts will not mediate disputes arising from such arrangements.

Work Submission and Review

Upon completion, the Expert submits the work for Client review via the chatroom.
The Client receives a notification to review.
If satisfied, the Client marks the Project completed, and revenue is credited to the Expert’s balance.
If unsatisfied, the Expert must continue working until a satisfactory outcome is reached.
If the Client is inactive for more than seventy-two (72) hours after a review request, the Project is automatically marked as completed and the Expert’s ernings may be paid out.

6. Payment Processing, Withdrawals, Refunds, Chargebacks

6.1 Collection of Payments and Invoicing
The Company may collect payments from Clients on behalf of Experts through its Stripe account when Experts choose to invoice and charge Clients via the Shopexperts platform. Funds are held in escrow until withdrawn by the Expert, with withdrawal requests processed within ten (10) business days.

Experts are not obligated to accept payments through the platform, though the functionality is available. They may invoice Clients for:

Hourly rates or set project prices; and/or
Add-on work on active Projects after the first payment.

Payment processing via Shopexperts incurs no commission, but an administrative fee (Clause 6.2 below) is applied to cover Stripe and processing costs.

6.2. Administrative and Additional Fees
A 5% administrative fee is applied to each withdrawal to cover Stripe and administrative costs. The fee is subject to change at the Company’s discretion. Any additional fees related to refunds, chargebacks, or other situations, as well as any outstanding amounts owed by the Expert, will also be deducted at the time of payment. The Company will notify the Expert of such deductions before processing the withdrawal.

6.3. Payment Methods and Currency
Payments are made in USD or available local currencies to the Expert’s bank account. Alternative methods may be considered but are not guaranteed. The Company is not required to establish new payment accounts at the Expert’s request. Experts are responsible for ensuring they can receive payments through the Company’s existing options.

6.4. Refunds and Chargebacks

Refunds, whether full or partial, apply only to Projects paid through the Shopexperts platform. Experts are responsible for covering any payment processor fees that are not refunded to the Company.
In the event of a chargeback, the Expert must promptly provide evidence of the services delivered so the Company can dispute the claim on the Expert’s behalf. If the Expert fails to provide such evidence, the Company may act in its best interest to protect its payment processing account. Any related processor fees or losses will be charged to the Expert.
If a refund or chargeback cannot be avoided, the Expert may request that the Project be reassigned to another Expert. Shopexperts may, at its discretion, facilitate reassignment if the Client agrees and another Expert is available, with the full Project revenue transferred to the new Expert.
These refund and chargeback terms apply only to Projects paid through Shopexperts. For Projects paid outside the platform, refunds and chargebacks are solely the responsibility of the Expert and the Client.

6.5. Minimum Withdrawal Amount
The minimum withdrawal amount is $1,000 USD. The Company verifies all requests against internal records before releasing funds.

6.6. Bank and Transaction Fees
The Expert is responsible for all bank or transaction fees charged by both the sending and receiving institutions.

7. Communication

7.1. Project Communication
Experts and Clients may communicate through project workrooms on the Shopexperts platform, where a dedicated chat is created for each Project. Experts may also use their own communication tools (e.g., calls, video calls, email, or chats). The Company is not a party to any communication between Clients and Experts, whether inside or outside the platform.

7.2. Company Communication Channels
Upon joining the Shopexperts community, Experts will be invited to the Company’s Slack channel for communication with staff, administration, and other Experts. Experts agree to stay connected, check updates, and respond promptly to Company messages.

7.3. Prohibited Conduct
While communication with other Experts is encouraged, Experts must not solicit others to leave the platform, promote competing services, or attempt to create a similar platform. Such actions may result in legal action.

7.4. Electronic Communications
By using the Site and/or Services, Experts consent to receive electronic communications from Shopexperts. These may include notices about fees, transactions, account activity, and other service-related matters. Such communications are considered legally equivalent to written communication.

8. Submissions

8.1. Responsibility for Submissions
Experts are solely responsible for all information, opinions, messages, comments, photos, videos, graphics, sounds, software, and other content (“Submissions”) that they or any third party associated with their account submits, uploads, or posts on the Shopexperts platform. Experts must ensure that all Submissions are legal, reliable, appropriate, and owned by them, including compliance with any applicable trademarks and copyrights.

8.2. Liability for Infringement
Experts are liable for any damage resulting from infringement of copyrights, trademarks, or other proprietary rights related to their Submissions. Experts acknowledge full responsibility for any Submission made through their account on the Shopexperts platform in connection with any Project.

9. Prohibited Use

9.1. Expert Obligations
In using the Site and/or Services, Experts agree to abide by the following conditions:

Refrain from defaming, abusing, harassing, stalking, threatening, or violating the legal rights of others.
Avoid using racially, ethnically, or otherwise offensive language.
Do not discuss or incite illegal activities.
Abstain from using explicit or obscene language or posting sexually explicit images.
Do not post content that exploits children or minors or depicts cruelty to animals.
Obtain express permission from the owner before posting any copyrighted or trademarked materials.
Do not disseminate unsolicited or unauthorized advertising, promotional materials, spam, or other forms of solicitation.
Refrain from using automated means to access the Site.
Do not take actions that impose an unreasonable or disproportionately large load on our infrastructure.
Avoid altering the opinions or comments posted by others on the Site.
Refrain from taking any action that may harm, damage, disrupt, or overburden the Site, interfere with any other Expert's use of the Site, or violate these Terms.

9.2. Enforcement
The above list is illustrative and not exhaustive. Shopexperts reserves the right to suspend or terminate any Expert account, and suspend access to the Platform and Community, for engaging in unlawful or prohibited activity, or for any conduct deemed inappropriate or disruptive by Shopexperts, with or without notice.

10. Termination of the Expert’s Services

10.1. Term
These Terms take effect upon the Expert’s consent and remain in force indefinitely until terminated as outlined herein.

10.2. Breach of Terms
If the Expert breaches these Terms, Shopexperts reserves the right to terminate or suspend access to the Platform without prior notice. Shopexperts generally prefers to advise Experts of inappropriate behavior and recommend corrective actions, but certain violations may result in immediate termination.

10.3. Notice of Termination
Shopexperts may, at its sole discretion, provide notice of inappropriate behavior and recommend corrective action. However, Shopexperts is not obligated to provide prior notice of termination of the Expert’s account, access to the Platform, or Community.

10.4. Standards and Community Alignment
If the Expert’s profile no longer aligns with the standards and requirements of the Shopexperts Community, the Company reserves the right to terminate this Agreement and remove the Expert from the Platform and Community without incurring any costs.

10.5. Material Breach
If the Expert breaches a significant provision of this Agreement, the Company may terminate the Agreement immediately and seek indemnification for any damages incurred, which may be deducted from the Expert’s remaining account balance.

10.6. Mutual Termination
This Agreement may be terminated by mutual agreement of the Parties at any time.

10.7. Obligations Upon Termination
Once notice of termination has been given by either Party, the Expert and the Company agree to execute their obligations under this Agreement diligently and in good faith through the end of the notice period.

10.8. Account Closure and Data Retention
In the event of termination, the Expert may request that the Company close their account. However, the Expert acknowledges that work history, chat history, and any Project-related data will be archived and retained by the Company for five (5) years post-termination and cannot be permanently deleted.

10.9. Surviving Clauses
Clauses relating to intellectual property, disclaimers of warranties, limitation of liability, indemnities, governing law, and dispute resolution will continue to apply even after termination.

11. Publicity

11.1. Consent for Marketing
The Expert consents to the Company using the Expert’s name or work results in promotional materials, emails, or on the website for marketing and publicity purposes, provided the Client grants their consent.

11.2. Company Discretion
The Company has the right, at its sole discretion, to edit, refuse to post, or remove any information or content on the Shopexperts Community or Platform that violates these Terms or is otherwise deemed objectionable.

12. Third-Party Sites

The Site may include links to third-party sites and/or pages that enable Experts to interact with or conduct transactions on such third-party sites. This includes, but is not limited to, Clients’ websites and any other sites linked to by Clients during the course of a Project.

If an Expert chooses to access any third-party sites, they do so at their own risk. Shopexperts does not verify, make representations, or assume responsibility for such third-party sites, including, but not limited to, the accuracy, quality, or completeness of the content, services, links, or other activities conducted on or through such sites.

These Terms do not govern an Expert’s interaction with or use of any third-party sites.

13. Independent Status

13.1. Freelance Relationship
The Expert is an independent freelancer and is not an employee, agent, partner, or representative of the Company. Nothing in these Terms creates an employment, agency, partnership, or joint venture relationship.

13.2. Binding Authority
Actions, obligations, or communications by the Expert do not bind the Company, and the Company’s actions do not bind the Expert.

13.3. Taxes and Obligations
The Expert is solely responsible for all taxes, social contributions, insurance, and other obligations related to payments received under these Terms. The Company has no obligation to provide employee benefits or contribute to taxes, insurance, or other payments on behalf of the Expert.

14. Intellectual Property Rights

14.1. Proprietary Information
The Expert agrees that all Intellectual Property, including inventions and any business, technical, and financial information (such as Client identities and related information) developed, learned, or obtained while providing Services to Clients or the Company, constitutes “Proprietary Information.” The Expert shall maintain the confidentiality of such Proprietary Information and shall not disclose or use it except as necessary to perform the Services.

14.2. License to Use Submissions
The Expert grants the Company a royalty-free, perpetual, irrevocable, non-exclusive, and transferable right and license to use, reproduce, modify, adapt, publish, distribute, translate, and communicate to the public any data, text, images, information, or other materials submitted to or transmitted through the Shopexperts Community or Platform.

14.3. Ownership of Work and Company IP

The Expert acknowledges that any work they create for a Client belongs exclusively to that Client.
All rights, title, and goodwill in the Shopexperts platform, including its technology, content, policies, and related materials, remain the property of the Company.
Any comments, suggestions, or feedback provided by the Expert regarding the Company’s products, services, features, or platform that the Company develops into work products shall also remain the exclusive property of the Company.
The Expert shall not claim any ownership or rights over the Company’s Intellectual Property and shall indemnify the Company for any loss, damage, expense, or liability arising from misuse or infringement of such Intellectual Property.

14.4. Trademarks and Copyrights
Shopexperts™ is a registered trademark, and any other trademarks, names, and logos displayed on the Site are the property of their respective owners. All information, documents, services, site design, text, graphics, logos, images, and icons on the Site, including their arrangement, are the exclusive intellectual property of Shopexperts, with all rights reserved. Any distribution, modification, retransmission, or publication of copyrighted material owned by Shopexperts without explicit permission is strictly prohibited.

15. Confidential Information

15.1. Protection of Confidential Information
Each Party agrees to safeguard all Confidential Information of the other Party, which includes, but is not limited to, revenue share details, trade secrets, sales figures, employee and customer information, and any other information that a reasonable person would recognize as confidential. Each Party shall protect this Confidential Information with the same level of care it uses for its own similar information. This confidentiality obligation remains in effect throughout the duration of these Terms and continues indefinitely after termination.

15.2. Use and Return of Confidential Information
Any Confidential Information provided to the Expert by the Company or Client, or to which the Expert has access, shall not be copied or reproduced in any form without prior written consent from the Company and Client. All Confidential Information, including any authorized copies, must be returned to the Company or Client immediately upon request or at the termination of these Terms. For information stored electronically, the Expert must delete all Confidential Information from their systems and provide written confirmation of such deletion.

15.3. Notification of Breach
If the Expert becomes aware of any breach of confidentiality or misappropriation of Confidential Information, they must promptly notify the Company.

16. Disclaimer of Warranties

16.1. Accuracy of Materials
Shopexperts does not verify or authenticate the Site Materials, Submissions, or any Project information, which may contain inaccuracies, typographical errors, or other mistakes. Shopexperts does not guarantee the accuracy or timeliness of the Site Materials or Submissions, and bears no liability for any errors or omissions, whether provided by Shopexperts or its licensors.

16.2. No Warranty
Shopexperts, its subsidiaries, affiliates, licensors, agents, representatives, third-party service providers, and their respective officers, directors, owners, employees, agents, partners, contractors, representatives, successors, and assignees make no express, implied, or statutory representations, warranties, or guarantees regarding the quality, suitability, truth, accuracy, or completeness of any information or material on this Site. Unless explicitly stated otherwise, to the maximum extent permitted by law, the Site, the Services, Site Materials, Submissions, and any information or material presented here are provided "as is," "as available," and "where-is," without warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights. Shopexperts does not warrant against viruses, spyware, or malware that may be installed on your computer.

17. Limitation of Liability

17.1. Use at Own Risk
Experts acknowledge and agree that their use of the Site, the Platform, and the Community is at their own risk. Shopexperts, its subsidiaries, affiliates, licensors, agents, representatives, third-party service providers, and their respective officers, directors, owners, employees, agents, partners, contractors, representatives, successors, and assignees shall not be held liable for any loss or damage resulting from the Expert’s failure to maintain adequate account security or any other vulnerabilities, including, but not limited to, unauthorized access, data breaches, or malicious attacks.

17.2. Responsibility for Unauthorized Use
Shopexperts’ liability is limited to the fullest extent permitted by law as outlined in these Terms. If an Expert is responsible for the unauthorized use of their Shopexperts account due to their own negligence or failure to maintain security, they shall be liable for all consequences resulting from such unauthorized use by any third party.

18. Indemnification

The Expert shall, at all times during and after the termination of this Agreement, indemnify, defend, and hold harmless the Company, its subsidiaries, affiliates, successors, licensees, and assignees from and against any and all losses, liabilities, damages, claims, costs, and expenses (including reasonable legal fees and expenses) incurred or suffered by the Company, to the extent arising directly or indirectly out of or in connection with any third-party claims relating to the Services provided by the Expert, including, but not limited to, claims of negligence, breach of contract, or violation of applicable laws.

This indemnification obligation shall survive the termination or expiration of this Agreement.

19. Jurisdictional Disclaimer

Shopexperts makes no representation or warranty that the Site, its contents, or the Services are appropriate, lawful, or available for use in any particular jurisdiction. Accessing the Site from jurisdictions where its contents or Services are illegal or prohibited is done at the Expert’s own risk. Experts are solely responsible for ensuring compliance with all applicable federal, state, local, and international laws, regulations, and rules when using the Site and/or Services.

20. Site Availability, Features, and Limitation of Liability

Shopexperts does not guarantee uninterrupted, continuous, or secure access to the Site or its Services. Parts of the Site may become unavailable at any time for any reason, including system malfunctions, technical disruptions, internet service provider issues, or events beyond our control. Shopexperts is not responsible for any interruptions, delays, or inability to access the Site or Services and shall not be liable for any damages or losses resulting from such occurrences.

Shopexperts continually develops, improves, and implements new features and functionalities for the Site. These features may not be available immediately or at any given time, as they may still be under development, testing, or subject to delays. Shopexperts makes no guarantee regarding the availability or performance of any specific feature.

Experts acknowledge and agree that use of the Site is at their own risk. Shopexperts shall not be liable for any direct, indirect, incidental, consequential, or special damages arising from inability to access or use the Site or any of its features, regardless of cause. Shopexperts reserves the right to take any portion of the Site offline at any time, for any reason, including maintenance, upgrades, modifications, or operational purposes, without prior notice.

21. Feedback

If an Expert submits communications, comments, questions, suggestions, or related materials to Shopexperts (collectively, “Feedback”) recommending changes or improvements to the Site, Services, or Site Materials, such Feedback will be deemed non-confidential and non-proprietary.

By providing Feedback, the Expert grants Shopexperts a perpetual, irrevocable, worldwide, royalty-free, fully transferable, sublicensable right and license to use, reproduce, modify, adapt, create derivative works from, distribute, and otherwise exploit the Feedback in any manner for any purpose, without any obligation to compensate or provide attribution to the Expert. This includes, but is not limited to, the development, licensing, marketing, and sale of products and services that incorporate or are based on such Feedback.

Experts acknowledge that Shopexperts is under no obligation to review, use, display, reproduce, or distribute any Feedback and have no right to compel its use or impose restrictions on Shopexperts’ use of Feedback.

22. Severability and Right to Modify

If any provision of this Agreement, or part thereof, is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision or part shall be modified to the minimum extent necessary to render it valid, legal, and enforceable. If modification is not possible, the relevant provision or part shall be deemed severed from this Agreement. Such modification or severance shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.

Shopexperts reserves the right to modify or amend these Terms at any time, with or without notice. Continued use of the Site or Services after any modifications constitutes acceptance of the revised Terms.

23. Governing Law and Dispute Resolution

23.1. Governing Law

These Terms, and any dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region (HKSAR), without regard to its conflict of law principles.

23.2. Arbitration

Any dispute, controversy, or claim arising out of or in connection with these Terms, including but not limited to disputes regarding the validity, scope, or enforceability of this arbitration provision ("Disputes"), shall be finally settled by binding arbitration in accordance with the rules of the Hong Kong International Arbitration Centre (HKIAC). Arbitration will be conducted in Hong Kong, and the language of the arbitration will be English. All Disputes shall be arbitrated on an individual basis, and no Dispute shall be consolidated with the claims or controversies of any other party. The decision of the arbitrator shall be final and binding, and judgment on the arbitration award may be entered in any court of competent jurisdiction. Either party may seek interim or preliminary relief from a court of competent jurisdiction in Hong Kong to protect their rights or property pending the completion of arbitration.

23.3. Exceptions to Arbitration

Notwithstanding Clause 23.2, either you or Shopexperts may choose to resolve a Dispute in court rather than through arbitration if:

(i) the Dispute qualifies for adjudication in the Small Claims Tribunal; or

(ii) you opt-out of arbitration within thirty (30) days of agreeing to these Terms ("Opt-Out Deadline"). To opt-out, you must send a written notice that includes (i) your name, (ii) your address, and (iii) a clear statement that you do not wish to resolve disputes with Shopexperts through arbitration. This opt-out notice must be sent to Swift Commerce Limited, 2A, 17/F, Glenealy Tower, No. 1 Glenealy, Central, Hong Kong. Opting out will not affect your relationship with Shopexperts. Any opt-out request received after the Opt-Out Deadline will be invalid, and you must pursue the Dispute in arbitration (or in the Small Claims Tribunal, if applicable).

23.4. Notice of Dispute

Before initiating arbitration or a legal proceeding, you must provide Shopexperts with an opportunity to resolve the Dispute by sending written notice to Swift Commerce Limited, 2A, 17/F, Glenealy Tower, No. 1 Glenealy, Central, Hong Kong. The notice must include (i) your name, (ii) your address, (iii) a description of your claim, and (iv) the specific relief you are seeking. Shopexperts will have forty-five (45) business days from receipt of the written notice to resolve the Dispute. If the Dispute is not resolved within that time, you may pursue it as outlined in this Clause 23.

23.5. Time Limit on Claims

To the fullest extent permitted by law, you and Shopexperts agree that any claim or cause of action arising out of or in connection with your use of the Site, the Services, or any Site Materials must be commenced within one (1) year after the cause of action accrues. Otherwise, such claim or cause of action is permanently barred.

23.6. Definitions

For purposes of this Clause 23, "Shopexperts" refers to Shopexperts as a corporate entity and its parent, subsidiary, and affiliate companies, as well as their respective officers, directors, employees, and agents.

24. Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire Agreement between you and Shopexperts regarding the use of the Site and the Services, and supersede all prior or contemporaneous understandings, agreements, representations, or communications, whether written or oral, relating to the subject matter of this Agreement.

By using the Site or the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and the Privacy Policy. No oral or written information or advice given by Shopexperts, or its agents or employees, shall create a warranty or in any way increase the scope of the obligations under these Terms unless explicitly set forth herein.

25. Contact Us

If you have any questions about these Terms or otherwise need to contact Shopexperts for any reason, you can reach us at [email protected].

Shopexperts Terms & Conditions for Experts