Welcome to shopexperts, formerly HeyCarson. We're now the #1 freelancer platform to find, hire and pay vetted Shopify developers.
If you need to access your old HeyCarson client account, please click here.
Last update: September 1, 2024
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 shopexperts provides a platform where professionals specializing in web development and web design ("Experts") can offer their services to Shopify business owners (“Clients”) seeking website customization. We facilitate connections between Experts and Clients who require updates to existing websites or other coding services and are in search of freelance web developers and designers capable of executing these updates.
As mentioned, "Experts" refers to developers and designers acting as independent contractors, as well as other specialists that shopexperts deems necessary to enhance services. This Agreement is binding to all categories of Experts.
1.2 As a prerequisite for joining the shopexperts Platform and Community, you affirm that:
You are at least eighteen (18) years of age.
You will provide accurate and complete information when registering for an account with shopexperts and maintain this accuracy.
Your use of the Platform complies with applicable laws and regulations.
You are an individual acting as an independent contractor and are not representing a business, agency, or corporate entity.
You are neither a citizen, resident, nor physically located in any country or region:
Where participation in our Community is prohibited by law, regulation, decree, treaty, or administrative act;
That is subject to sanctions or embargoes by Hong Kong SAR China, Canada, the U.S., or any other sovereign nation, including 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), including but not limited to Iran, North Korea, Sudan, and Syria;
Nor are you, or any entity you are associated with, listed on the U.S. Department of Commerce's Denied Persons or Entity List, the U.S. Department of Treasury's Specially Designated Nationals or Blocked Persons List, or the Department of State's Debarred Parties List. You are not otherwise ineligible to receive items subject to U.S. export control laws or other economic sanction rules
1.3 The Expert represents and warrants to the Company that:
He/she has no obligations or commitments, whether contractual or otherwise, that conflict with their obligations under this Agreement.
He/she will not use or disclose any trade secrets, proprietary information, or intellectual property that they do not have the right, title, or interest in. Furthermore, their engagement with the Company or Clients, as outlined in this Agreement, will not infringe upon or violate the rights of any other person or entity.
2. Obligations of the Company
2.1 The Company acts solely as an intermediary by providing a platform for Experts to offer services to Clients. It may also facilitate connections by evaluating Client profiles and requests and matching them with suitable Experts based on relevance, competence, strengths, and availability.
2.2 In addition, the Company is responsible for processing payments made by Clients for services rendered by Experts.
2.3 The Company provides Experts with the ability to select the Projects and Clients they wish to work with through features such as the "Preferred Expert" option and the "Available Projects" list.
2.4 The Company reserves the right to conduct background and reference checks to verify the accuracy of information provided by Experts applying to join the shopexperts Community.
2.5 While the Company implements policies to ensure the expertise and reliability of Experts, it is not responsible for the outcomes of projects, errors, or misunderstandings between Clients and Experts. Experts acknowledge that Clients may request additional Non-Disclosure or Project Agreements, and Experts are free to accept or decline such terms. These agreements are solely between Clients and Experts, and the Company is not a party to them.
3. Limitation of Responsibility
3.1 The Company’s role is limited to providing the platform, facilitating connections between Experts and Clients, and processing payments. It is not involved in the execution of Projects or any agreements between Clients and Experts.
3.2 The Company may, at its discretion, assist in dispute mediation between Experts and Clients. However, it disclaims all responsibility for the quality of work, any costs related to mediation, or any damages, misunderstandings, or losses arising during the course of a Project.
3.3 The Expert acknowledges that responsibility for delivering services in accordance with the Client’s Project request lies solely with the Expert.
4. Obligations of the Expert
4.1. The Expert agrees to provide the Company with accurate and comprehensive information about the Expert’s skills, experience, and availability.
4.2. The Expert commits to providing at least 20 hours of availability per week to shopexperts Clients and must provide 14 days' prior notice to the Company for any changes to their availability.
4.3. The Expert shall deliver services with diligence, professionalism, and integrity.
4.4. Experts are prohibited from sharing Clients' website access with third parties. If third-party or team-member involvement is necessary, Clients must be informed, and only they may provide collaborator access to their Shopify store. Experts take full responsibility if any accesses are shared with third parties at their request in the course of work on a Project.
4.5. Experts are responsible for maintaining proper security measures when working on Clients’ websites, and the Company is not liable for any resulting loss or damage.
4.6. Experts are responsible for all activities on the shopexperts Platform under their account. They are advised to safeguard their password and can modify or remove information from their profile or request assistance via hello@shopexperts.com.
4.7. Any unauthorized access to an Expert’s account must be reported to shopexperts immediately. Experts are liable for any damages resulting from negligence or unauthorized use of their account.
4.8. Experts must create backups of Clients' website themes and make changes on a duplicate version to avoid disruptions or loss of data. Work should only be published after receiving a clear written approval from the Client.
4.9. The Expert explicitly agrees to give priority to work projects of the shopexperts Clients and the Expert hereby guarantees that he/she shall not delay or neglect in any way the responsibilities towards the Client once the Expert has decided to take up the Client’s Project.
4.10. As an independent contractor on the Platform, the Expert is free to accept or reject any Project, work on Projects without supervision or control from the Company, and provide their own tools and equipment to fulfill services for Clients with consideration of Clause 9.1. mentioned below.
4.11. The Expert agrees that by submitting information or content to or through the shopexperts Platform, the Expert represents and warrants that:
(i) He/she owns the information, content, and works produced by the Expert, meaning the information, content, and works supplied by the Expert is not by any way plagiarized;
(ii) The abovementioned information, content, and works are accurate, truthful, are not in breach of any confidentiality obligations, and are not in violation of any contractual restrictions or other third-party rights.
4.12. The Expert agrees that any Project and/or information otherwise shared with the Expert by Clients shall be treated as confidential and shall not be disclosed outside of the Platform unless expressly agreed by the Client. In exceptional circumstances where confidentiality is paramount and Clients request additional measures to keep the Project confidential, Experts may offer, upon their own discretion, an extended level of confidentiality to Clients on a case-by-case basis. However, if that requires moving communication outside of the platform, Experts expressly agree that the Company may not be part of any possible mediation in accordance with Clause 9.1. below.
5. Expert’s Workflow
5.1 The first step in the Expert’s Workflow on the shopexperts platform is finding a Project to work on. There are several ways an Expert can engage in a Project with a Client:
(i) When the shopexperts admin assigns a Project to the Expert based on their skills, strengths, availability, and preferred project types.
(ii) When the Expert selects a Project from the list of available projects on the platform.
(iii) When a Client specifically requests to work with a particular Expert, in which case the Project is automatically assigned to that Expert.
(iv) When a Client initiates a new Project in a chatroom of a previous Project
(v) When an Expert initiates the Project upon request of the Client
5.2. When the Expert selects a Project from the list of available projects as described in point 5.1(ii) above, they have five minutes to briefly evaluate the Project and decide whether to claim it or release it back to the available pool. Claiming the Project indicates that the Expert is ready to professionally provide an assessment of the Project, and if the Client agrees with the assessment and wants to commence work, the Expert cannot withdraw from it until the requested result is achieved, unless the Client requests otherwise, as outlined in Clause 7.4. below.
5.3. After evaluating a Project, the Expert submits a Project Quote to the Client based on the Company’s current pricing options. The Client will receive a payment link in the chatroom and may either accept the quote and proceed with payment or reject it and initiate negotiations. During negotiations, the Expert may provide a new payment link. There is no limit to the number of negotiation attempts for a single Project. However, each Expert may have a limited number of Projects in prepayment status at any given time. This number will be determined by the Company, depending on the Expert’s Level as outlined in Clause 6.3. While the Expert may adjust the number of hours required to complete the Project in response to negotiation attempts, the hourly rate remains fixed.
5.4. Once the Project is paid for by the Client, the Expert will receive a notification at their registered email and can begin work. The Expert can communicate with the Client, request additional information, and share updates throughout the duration of the Project using the Project’s chatroom on the shopexperts platform.
5.5. Once the work is completed, the Expert submits it for review by clicking a button in the chatroom, prompting a notification to the Client to start reviewing the work. If the Client is satisfied with the result, they can mark the Project as completed, and the Expert’s share of the Project revenue will be added to their balance. If the Client is not satisfied, the Expert should continue to communicate with them until they achieve a satisfactory outcome. If the Client remains inactive for more than 72 hours after the Expert requests a review, the Project will be automatically marked as "Completed," and the Expert’s share will be credited to their balance.
5.6. The Expert acknowledges that it is their responsibility to stay informed about the Company’s current pricing, features, turnaround times, and service offerings by regularly reviewing the Company’s internal documentation shared with Experts and actively monitoring the Company’s Slack channels. The Expert also acknowledges that it is their responsibility to communicate the validity periods of their offers to Clients in a timely manner. Failure to do so may result in unnecessary escalations, in which the Company will not be involved.
5.7. The Expert expressly agrees to the Company’s policy regarding the expected minimum turnaround times for each pricing option. However, they may adapt their offer on a case-by-case basis to benefit Clients, such as by providing quicker delivery than outlined in the Company’s pricing options.
5.8. The Company requires Experts to work on a 100% prepayment basis. However, for projects valued at $5,000 or more, payment may be split into several parts, with each part being 100% prepaid. Any deviation from these terms by the Expert will be at their own risk and responsibility and will not result in exceptions to the policies outlined in Clause 6.
6. Compensation Model
6.1. The Company’s revenue model is based on sharing revenue from Projects between the Expert and the Company, with specific goals and expectations set for Experts. The revenue share is determined by the number of hours completed by the Expert, either:
Within the last 30 calendar days, or
From the date of the latest balance withdrawal.
The revenue share is as follows:
65% for completing 70 or more hours
50% for completing 50 to 69 hours
35% for completing 30 to 49 hours
20% for completing 29 or fewer hours
If the latest withdrawal occurred more than 30 calendar days ago, the Expert's share will be calculated based on a mathematical average, using a minimum of 70 hours per 30 calendar days as the basis for calculation.
6.2. The Company has established an expectation for Experts to complete 70 hours within a 30-day period. To accommodate this and encourage productivity, the acceptable minimum for completed hours has been set at 30 hours for no more than two consecutive months for Experts who have been on the platform for three months (90 days) or more. Failure to meet this minimum will result in the suspension of the Expert’s account.
6.3. The Company implements a system of Expert Levels, where an Expert’s Level—and their corresponding revenue share—increases based on various factors such as total sales volume, repeat purchase rate, rating, and other criteria that the Company may introduce through internal documentation and Slack communications within the shopexperts Community. The Company also offers a volume-based commission reward for Experts who meet certain sales thresholds.
Specifically, when an Expert reaches $75,000 in sales and completes 70 or more billable hours within 30 calendar days, their revenue share for that period increases from 65% to 70%. If the Expert surpasses $75,000 in sales but does not complete the 70-hour requirement, the revenue share for that period will follow the compensation model described in Clause 6.1.
To clarify, no changes to the commission structure will be made for any Expert at any level unless the 70-hour threshold within 30 days is met. This volume-based commission reward will be retroactively applied to all Experts who joined the shopexperts community prior to September 1, 2024.
6.4. The Company has established a run-in period of three months (90 days) for new Experts to acclimate to shopexperts operations. During this period, the Expert’s share will be set at 65%. After this period, the standard conditions outlined in Clauses 6.1, 6.2, and 6.3 will apply.
6.5. The Company’s compensation model, including its goals and expectations, is subject to change. If such a change occurs, Experts will be informed at least 7 days prior to the implementation of the change.
7. Refunds and Chargebacks
7.1. In cases of refund requests from individual Clients, the following policy will apply:
Full Refunds: The Company will process a refund for the full amount paid by the Client; however, the Expert will be responsible for a 10% administrative fee, which will be deducted from the Expert’s balance.
Partial Refunds: The Company will process a refund for a portion of the paid amount as agreed upon with the Expert. The Expert will be compensated for the hours of work delivered, but a 10% administrative fee will be deducted from the amount remaining after a partial refund.
7.2. The Company provides services to agencies with the expectation that they possess the necessary expertise to act as intermediaries, facilitating communication with non-technical clients. shopexperts does not grant refunds to agencies. If an agency contacts an Expert to engage them in providing services to their clients, it is the Expert’s responsibility to ensure that:
The contact person from the agency fully understands that the fees paid to the Company are non-refundable.
The agency’s requests fall within the scope of services offered by the Expert, and the agency is aware of these services and their limitations.
7.3.In cases of chargebacks initiated by Clients, the Company will promptly accept the chargeback and refund the Client’s funds, including all applicable payment processor fees, to mitigate risks to the Company’s payment processing accounts. Any fees related to this procedure will be charged to the Expert and deducted from their withdrawal balance. The Company may conduct an investigation following the chargeback, and if necessary to protect the Company and its Clients, it reserves the right to take further action at its sole discretion.
7.4. In cases where a refund or chargeback is unavoidable, the Expert may attempt to mitigate the situation by offering to reassign the project to another Expert. The Company will facilitate this reassignment on the shopexperts Platform if the Client agrees and there is an available Expert willing to take on the project. In this case, the entire project revenue will be transferred to the new Expert, whose share will be determined based on their performance in accordance with the Compensation Model outlined in Clause 6.
8. Payment Processing and Withdrawals
8.1. As stated in Clause 2.2 above, the Expert agrees that the Company receives payments from Clients on behalf of the Experts using Stripe. The collected funds are held in the Company’s bank account as escrow. The Expert’s share of the project revenue will be disbursed to the Expert upon request through a withdrawal process detailed in Clause 9 below.
8.2. The Company pays Experts in USD or available local currencies to their bank accounts. Alternative payment methods may be discussed with the shopexperts admin, but availability cannot be guaranteed. The Company is not obligated to establish accounts with any payment processor at the Expert’s request. It is the Expert’s sole responsibility to ensure that they can receive payments from the Company using its existing payment processing options.
8.3. The Expert can submit a withdrawal request at any time for an amount of at least $1,000 USD. The applicable revenue share percentage will be applied based on the completed project hours within the most recent 30 calendar days or the number of days since the last withdrawal, whichever is relevant, as outlined in Clause 6 above.
8.4. Upon receiving a withdrawal request from an Expert, the shopexperts admin will verify the requested amount against internal records and process the payment. Funds will be transferred from the Company’s bank account to the Expert’s bank account or an agreed-upon alternative payment provider within 10 working days.
8.5. The Company reserves the right to apply any additional fees that have not been automatically deducted from the Expert’s balance to the withdrawal amount. The nature of such fees will be communicated to the Expert prior to payment processing.
8.6. The Expert agrees that the Company will not cover any transaction fees incurred when processing the Expert’s withdrawal requests. All costs related to payments to Experts shall be the responsibility of the Experts.
9. Communication
9.1. Communication between Experts and Clients shall take place on the Shopexperts Platform, where a dedicated chat room will be created for each Project upon submission. While Experts may use additional communication methods such as calls, video calls, email, or chats outside the platform to enhance their connection with Clients, they expressly agree that moving communications off the platform eliminates the Company’s ability to mediate in cases of refund requests or escalations related to dissatisfaction with services. The Company will only engage in mediation based on information available on the Platform.
9.2. Upon joining the Shopexperts Community, the Expert will receive an invitation to the Company’s Slack channel, allowing communication with Shopexperts staff, administration, and other Experts. This incurs a standard Slack seat fee (please refer to the current monthly price at: https://app.slack.com/plans/T03UMEEEY), which will be automatically deducted from the Expert’s withdrawal request once a month. For clarity, if two withdrawal requests are submitted within the same calendar month, the Slack seat fee will be deducted from only one of those requests.
9.3. Subject to Clause 9 of this Agreement, the Expert shall not bypass the Company by offering Clients to take on Projects or process payments outside the Platform while negotiations regarding a Client’s Project are ongoing. Furthermore, the Expert shall not encourage any other Expert or Company staff member to provide services to Clients or third parties outside the Platform or Community. If the Company suspects the Expert has engaged in such conduct, it reserves the right to suspend the Expert’s access to the Platform and Community, and revoke access to all active and future Clients.
9.4. By using the Site and/or our Services, you consent to receive electronic communications from shopexperts. These communications may include notices about fees and charges, transactional information, notifications of activity, and other details related to the Site and the services provided. Such electronic communications are an essential part of your relationship with Shopexperts. You acknowledge that any notices, agreements, disclosures, or other communications sent electronically will meet all legal requirements for written communication.
10. Submissions
10.1. You are solely responsible for all information, opinions, messages, comments, photos, videos, graphics, sounds, software, and other content ("Submissions") that you or any third party associated with your account submits, uploads, or posts on the shopexperts Platform. You are responsible for ensuring the legality, reliability, appropriateness, and ownership of these Submissions, including any applicable trademarks and copyrights.
10.2. You are liable for any damage resulting from infringement of copyrights, trademarks, or proprietary rights related to your Submissions. You acknowledge full responsibility for any Submission made through your account on the shopexperts Platform in connection with any Project.
11. Prohibited Use
11.1. In using the Site and/or our Services, you 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 or interfere with any other Expert's use of the Site, or violate these Terms.
11.2. The list above provides examples and is not exhaustive. shopexperts reserves the right to suspend or terminate your Expert account and suspend you from the Platform and Community for engaging in any unlawful or prohibited activity outlined above or for any conduct deemed inappropriate or disruptive by shopexperts, with or without notice.
12. Termination of the Expert’s services
12.1. These Terms take effect upon the Expert's consent and remain in force indefinitely until terminated as outlined herein.
12.2. If you breach these Terms, shopexperts reserves the right to terminate or suspend your access to the Platform without prior notice. shopexperts generally prefers to advise Experts of any inappropriate behavior and recommend corrective actions, but certain violations may result in immediate termination of access.
12.3. shopexperts may, at its sole discretion, choose to provide notice of inappropriate behavior and recommend corrective action. However, shopexperts is not obligated to provide prior notice of termination of your account, access to the Platform, or Community.
12.4. 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.
12.5. 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 will be deducted from the Expert's remaining account balance.
12.6. This Agreement may be terminated by mutual agreement of the Parties at any time.
12.7. 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 to the end of the notice period.
12.8. 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 by the Company and retained for five years post-termination and cannot be permanently deleted.
12.9. Clauses relating to intellectual property, disclaimer of warranties, limitation of liability, indemnities, governing law, and dispute resolution will continue to apply even after termination.
13. Publicity
13.1. 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.
13.2. The Expert grants the Company a royalty-free, perpetual, irrevocable, non-exclusive, 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.
13.3. 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 of Use or is otherwise deemed objectionable.
14. Third-Party Sites
This Site may include links to third-party sites and/or pages that enable you to interact with or conduct transactions on such third-party sites. This includes, but is not limited to, the Client’s websites and any other sites linked to by Clients during the course of work on a Project. Should you choose to access any of these third-party sites, you do so at your 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 your interaction or usage of any third-party sites.
15. Independent Contractor
15.1. The Parties acknowledge that these Terms do not create an employment contract, and the Expert is not considered an agent, partner, or employee of the Company in relation to the provision of Services.
15.2. These Terms do not establish any relationship of agency, partnership, or joint venture between the Expert and shopexperts, or between the Expert and any other Expert, Client, or shopexperts staff. Actions or obligations of either party do not bind the other in any manner.
15.3. The Company is not obligated to pay or contribute to any social security, local, state, or federal taxes, unemployment compensation, workers’ compensation, insurance premiums, profit-sharing, pensions, or any other employee benefits for the Expert. The Expert is solely responsible for paying and complying with all local, state, and federal tax reporting requirements related to payments received under these Terms.
16. Intellectual Property Rights
16.1. 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.
16.2. The Expert acknowledges that they acquire no rights to any Intellectual Property under this Agreement, and all rights and goodwill related to such Intellectual Property are and shall remain vested in the Company. The Expert shall indemnify the Company for any loss, damage, expense, or liability, including reasonable attorney fees, arising from any infringement or claim related to Intellectual Property rights by the Expert.
16.3. 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.
17. Assignment
These Terms and the services contemplated hereunder are personal to the Expert and the Expert shall not have the right or ability to assign, transfer, or subcontract any obligations under these Terms without the written consent of the Company and Client. Any attempt to do so shall be void.
18. Confidential Information
18.1. 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.
18.2. 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. All Confidential Information, including any authorized copies, must be returned to the Company 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 this deletion.
18.3. If the Expert becomes aware of any breach of confidentiality or misappropriation of Confidential Information, they must promptly notify the Company.
19. Disclaimer of Warranties
19.1. 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.
19.2. 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, this 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.
20. Limitation of Liability
20.1. Experts acknowledge and agree that their use of this Site and/or, 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.
20.2. shopexperts’ liability is further limited to the fullest extent permitted by law as outlined in these Terms of Service. 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.
21. 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 not apply to the extent such losses arise from the Company’s gross negligence, fraud, or willful misconduct.
This indemnification obligation shall survive the termination or expiration of this Agreement.
22. 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 your own risk. You are solely responsible for ensuring compliance with all applicable federal, state, local, and international laws, regulations, and rules when using the Site and/or our Services.
23. 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 but not limited to system malfunctions, technical disruptions, internet service provider issues, or events beyond our control. We are 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.
In addition, shopexperts continually works on developing, improving, and implementing new features and functionalities for the Site. However, these features may not be available immediately, or at any given time, as they may still be under development, testing, modification, or subject to other delays. We make no guarantee regarding the availability or performance of any specific feature.
You acknowledge and agree that your use of the Site is at your own risk. shopexperts shall not be liable for any direct, indirect, incidental, consequential, or special damages arising from your inability to access or use the Site or any of its features, regardless of the cause. We reserve the right to take any portion of the Site offline at any time, for any reason, including for maintenance, upgrades, modifications, or other operational reasons, without prior notice.
24. Feedback
If you submit or transmit any communications, comments, questions, suggestions, or related materials to shopexperts, whether by letter, email, telephone, or otherwise (collectively, "Feedback"), recommending changes or improvements to the Site, the Services, or the Site Materials, including new features or functionality, such Feedback will be deemed non-confidential and non-proprietary.
By providing Feedback, you hereby grant 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 you or provide attribution. This includes, but is not limited to, the development, manufacturing, licensing, marketing, and sale of products and services that incorporate or are based on such Feedback.
You further acknowledge that shopexperts is under no obligation to review, use, display, reproduce, or distribute any Feedback you provide, and you have no right to compel such use or impose any restrictions on shopexperts’ use of the Feedback.
25. 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-provision shall be modified to the minimum extent necessary to render it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed severed from this Agreement, and 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, to reflect changes, with or without cause. Your continued use of the Site or Services after any such modifications constitutes your acceptance of the revised Terms.
26. Governing Law and Dispute Resolution
26.1. 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.
26.2. 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.
26.3. Exceptions to Arbitration
Notwithstanding Clause 26.2, 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).
26.4. 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) 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 26.
26.5. 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.
26.6. Definitions
For purposes of this Clause 28, "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.
27. 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.