Terms of Service

Last updated: 28 April 2026

These Terms of Service ("Terms") govern your engagement with STAGEM (operating as Vladyslav Kozak, sole proprietor (PE) under Ukrainian law, IPN 3451614577, hereinafter "STAGEM," "we," "us," or "our").

By engaging with our services, signing a project proposal, or making a payment, you agree to these Terms in full. If you do not agree with any part of these Terms, please do not engage our services.

For projects above $50,000 USD or with specific contractual requirements, we sign a separate Master Service Agreement (MSA) that supplements these Terms.

1. Services

STAGEM provides Magento and eCommerce development services, including:

Magento 2 development (Adobe Commerce and Magento Open Source)
Hyvä Theme migrations and frontend development
Shopify-to-Magento migrations
Magento performance optimization and reanimation
Custom module development
AI integrations and personalization
ERP, CRM, and third-party system integrations
Long-term technical support and maintenance

The exact scope of work for any specific engagement is defined in the relevant project proposal, statement of work (SOW), or Master Service Agreement.

2. Right to Refuse Engagement

STAGEM reserves the right to refuse, decline, or terminate any engagement at our sole discretion, including but not limited to situations where:

The proposed work conflicts with our values or professional standards
The client's business model involves illegal or unethical activities
We have reasonable concerns about the client's ability to fulfill payment obligations
The proposed work is technically or commercially unfeasible
The engagement would create a conflict of interest with existing clients

We will provide a clear reason for any refusal where appropriate.

3. Project Terms

3.1 Proposals and Estimates

All proposals and cost estimates are valid for 30 days from the date issued, unless explicitly stated otherwise. Final pricing is confirmed in writing before work begins.

Estimates may be revised if the project scope, requirements, or technical complexity change after the initial assessment. Any pricing adjustments will be communicated in writing and require client approval before further work proceeds.

3.2 Payment Terms

Payment terms are defined per project and may include:

A standard 50% deposit to commence work, with the remaining 50% due upon project completion
Milestone-based payments for larger projects (typically structured as 30% / 30% / 40% or similar)
Monthly retainer payments for ongoing support and long-term engagements
Custom payment schedules agreed in writing for specific project requirements

Currency is agreed in writing for each engagement and may be USD, EUR, UAH, or another currency as mutually agreed.

Standard payment terms:

Invoices are due within 14 calendar days of issue date unless otherwise agreed in writing
Late payments accrue a fee of 1.5% per month on overdue amounts
Work may be suspended on accounts more than 30 days overdue
Final deliverables are released only upon receipt of full payment

3.3 Out-of-Scope Work

Any work requested beyond the agreed project scope will be:

Documented in writing as a change request
Quoted separately at our standard hourly rates or as a fixed fee
Started only after written approval and, where applicable, additional payment

We do not perform out-of-scope work without explicit client authorization.

4. Project Management

4.1 Timeline

Project timelines provided by STAGEM are good-faith estimates based on the scope at the time of quotation. Actual timelines depend on:

Timely client feedback and approvals
Timely delivery of content, assets, and access credentials by the client
Stability of project requirements (significant scope changes affect timeline)
Availability of third-party services and dependencies

We commit to communicating any timeline impacts proactively. Client delays in providing feedback, content, or access may extend the project timeline accordingly without penalty to STAGEM.

4.2 Communication and Response Times

Both parties agree to maintain reasonable communication during the engagement:

STAGEM commits to responding to client communications within 1-2 business days
Clients are expected to respond to feedback requests, approvals, and information requests within 5 business days unless an alternative timeline is agreed in writing
Project pauses exceeding 30 days due to client unresponsiveness may result in resource reallocation and a project resumption fee

4.3 Revisions

The number of revision rounds is defined per project in the project proposal or SOW. Each project specifies what constitutes a "revision round" and the scope of changes included.

Revisions beyond the agreed scope are billed separately at our current hourly rates.

4.4 Acceptance of Deliverables

Upon delivery, the client has 10 business days to:

Review the deliverables
Provide written feedback identifying any issues to be addressed within the agreed scope
Approve the deliverables in writing

If the client does not provide feedback or approval within 10 business days, the deliverables are deemed accepted by default.

5. Intellectual Property

5.1 Client Materials

You retain full ownership rights to all content, logos, brand assets, trademarks, and proprietary materials you provide to STAGEM during the engagement.

5.2 Final Deliverables

Upon receipt of full payment for the project, you receive ownership rights to the final project deliverables created specifically for your project, with the following exceptions:

Licensed third-party materials — fonts, stock images, plugins, and other third-party assets remain governed by their respective licenses
STAGEM's pre-existing tools and frameworks — internal libraries, development tools, custom modules created by STAGEM for use across multiple clients, and proprietary methodologies remain our property
Open-source components — remain governed by their respective open-source licenses (MIT, GPL, Apache, etc.)

5.3 Portfolio Rights

After your project becomes publicly available (i.e., your store goes live, your website is launched), STAGEM retains the right to:

Display your project in our portfolio (website, presentations, pitch decks, marketing materials)
Mention your company name and reference the work performed
Include screenshots, performance metrics, and case study content

If you require confidentiality regarding portfolio inclusion, this must be specified in writing in the project proposal or SOW. Specific business metrics (revenue, conversion rates, financial data) will only be published with your explicit written consent.

6. Confidentiality

Both parties agree to mutual confidentiality regarding information shared during the engagement.

6.1 STAGEM's Confidentiality Obligations

We will treat as confidential any:

Business strategies, financial data, and internal operations information
Customer data, user data, and personal information of your customers
Technical architecture, source code, and proprietary methodologies
Any information explicitly marked as confidential by the client

6.2 Client's Confidentiality Obligations

The client agrees to treat as confidential:

STAGEM's proprietary frameworks, methodologies, and internal tools
Pricing, contract terms, and commercial conditions
Source code and technical documentation produced by STAGEM that includes proprietary elements
Information about STAGEM's team, processes, and other clients

6.3 Exceptions

Confidentiality obligations do not apply to:

Information that is or becomes publicly available through no breach of these Terms
Information independently developed without reference to confidential information
Information lawfully required to be disclosed by court order or regulatory authority
Public portfolio mentions as described in Section 5.3

These confidentiality obligations survive the termination of any engagement.

7. Warranty

7.1 Standard Warranty

STAGEM provides the following warranty period following project launch:

Critical bugs affecting core functionality (checkout failure, payment errors, site downtime, security vulnerabilities) — 90 days
Minor bugs affecting non-critical functionality (UI inconsistencies, minor display issues) — 30 days

During the warranty period, we will fix qualifying bugs at no additional cost.

7.2 Warranty Exclusions

The warranty does not cover:

Issues caused by client modifications to the codebase after delivery
Issues caused by third-party services, hosting providers, or external integrations beyond our control
Issues caused by changes to underlying platforms (Magento upgrades, browser updates, OS changes) released after project completion
New feature requests or scope additions
Content updates, product additions, or marketing changes
Performance degradation due to traffic increases or data growth significantly beyond original scope
Issues arising from client failure to apply security patches we have recommended

7.3 Extended Support

Ongoing support and maintenance beyond the warranty period are available through separate retainer agreements.

8. Limitation of Liability

To the maximum extent permitted by applicable law:

STAGEM's total aggregate liability arising from or related to any engagement is limited to the total amount paid by the client to STAGEM for the specific services in dispute, capped at the project fees paid in the 12 months preceding the claim
Neither party shall be liable for indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits, lost revenue, lost data, or business interruption
These limitations apply regardless of the legal theory of liability (contract, tort, negligence, strict liability, or otherwise)

This limitation does not apply to:

Breaches of confidentiality (Section 6)
Indemnification obligations (Section 9)
Liability that cannot be limited by applicable law (e.g., gross negligence, willful misconduct)

9. Indemnification

The client agrees to indemnify and hold STAGEM harmless from any claims, damages, or expenses arising from:

Client materials infringing on third-party intellectual property rights
Client's use of the deliverables in violation of applicable laws
Misrepresentation by the client regarding their authority to enter into this agreement
Client's modifications to the work after delivery

STAGEM agrees to indemnify the client for claims arising from STAGEM's gross negligence or willful misconduct in performing the services.

10. Force Majeure

Neither party shall be liable for failure to perform obligations under these Terms due to circumstances beyond reasonable control, including:

War, military conflict, civil unrest, or terrorism
Government actions, sanctions, or regulatory changes
Natural disasters, pandemics, or public health emergencies
Internet outages, infrastructure failures, or cyber attacks affecting service providers
Power outages and utility disruptions

The affected party will provide prompt notice and resume performance as soon as reasonably practicable. If a force majeure event continues for more than 60 days, either party may terminate the engagement with written notice.

11. Termination

11.1 Termination by Either Party

Either party may terminate an engagement with 30 days written notice to the other party.

11.2 Termination for Cause

Either party may terminate immediately if the other party:

Materially breaches these Terms and fails to remedy the breach within 14 days of written notice
Becomes insolvent, files for bankruptcy, or ceases business operations
Engages in fraud or willful misconduct

11.3 Effect of Termination

Upon termination:

The client pays for all work completed up to the termination date, including any work in progress
Deposits and milestone payments already made are non-refundable, except as required by law or specific written agreement
STAGEM delivers all completed work product to the client (deliverables not yet completed are not transferred)
Both parties' confidentiality obligations survive termination
IP rights for completed and paid-for work transfer to the client per Section 5

12. Governing Law and Dispute Resolution

12.1 Governing Law

These Terms are governed by the laws of Ukraine, without regard to conflict-of-law principles.

12.2 Dispute Resolution

The parties agree to resolve disputes through the following process:

Direct negotiation — the parties will first attempt to resolve any dispute through good-faith negotiation between authorized representatives, with a minimum 30-day negotiation period
Mediation — if direct negotiation fails, the parties will attempt mediation through a mutually agreed mediator
Court — if mediation fails, disputes shall be resolved by the competent courts of Ukraine

For projects with international clients, alternative dispute resolution mechanisms (such as international arbitration) may be agreed upon in the Master Service Agreement.

13. Changes to Terms

STAGEM reserves the right to update these Terms at any time. Changes will be effective when posted on our website with an updated "Last updated" date.

For active engagements, changes to Terms do not retroactively affect signed agreements without mutual written consent. Material changes will be communicated to active clients via email.

14. General Provisions

14.1 Entire Agreement

These Terms, together with any signed project proposal, SOW, or MSA, constitute the entire agreement between the parties regarding the engagement.

14.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.

14.3 No Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of the right to enforce that provision in the future.

14.4 Assignment

Neither party may assign these Terms without the other party's written consent, except that STAGEM may assign to a successor entity in case of merger, acquisition, or business restructuring.

14.5 Independent Contractor

STAGEM operates as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.

15. Contact

For questions about these Terms or any engagement-related matters:

Email: vk@stagem.agency
Phone: +38 (068) 015 74 07
LinkedIn: linkedin.com/company/stagem

For the data controller's full registration details (legal address), please contact us — these details are available upon legitimate request.