Master Services Agreement
1. Introduction
1.1 Parties
This Master Services Agreement (the “Agreement”) is made between:
Brad Technology Private Limited (CIN U74110UP2007PTC191891), with its registered address at Unit 23086, Tower K, 14Th Avenue,Gaur City Ii, Greater Noida,, Noida, Uttar Pradesh, 201301 & Headquartered at Unit No – 1401, 14th Floor, Iconic Corenthum, Sector 62, Noida, Uttar Paresh -201309 (hereinafter “Brad Technology,” “we,” “us,” “Brad”, “Brad Group”, “Brad Tech” or “our”); and
The “Client,” being any legal entity or individual acting in the course of business (and not as a consumer) that purchases or otherwise engages Brad Technology’s services.
1.2 Business-to-Business Nature
Each party represents and warrants that this Agreement is entered into for commercial purposes related to its business or professional activities and not as a consumer. Consequently, consumer protection laws under Indian law shall have no application to this Agreement.
1.3 Effective Date and Acceptance
This Agreement shall take effect on the earlier of (a) the date the Client remits any portion of the Fees, or (b) the date the Client otherwise manifests assent, including by electronic acceptance. By making payment or providing such assent, the Client acknowledges having read, understood, and agreed to be bound by the terms of this Agreement. No additional signature shall be required for enforceability.
1.4 Purpose
Brad Technology offers services in engineering, smart automation, enterprise transformation, data and AI, technology advisory, IT staff augmentation, design, and digital commerce (including Shopify and headless), encompassing but not limited to Conversion Rate Optimisation (CRO), design, and development. This Agreement governs all such services procured by the Client from Brad Technology, whether on a monthly, quarterly, annual, project-based, or ad-hoc basis.
1.5 Entire Relationship
Except as otherwise agreed in writing, this Agreement, together with all referenced or attached schedules (including, without limitation, purchase pages, proposals, or invoices), constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior oral or written agreements, understandings, or representations
2. Definitions
Unless the context otherwise requires, the following capitalized terms shall have the meanings set forth below. Additional definitions may be provided elsewhere in this Agreement.
2.1 “Agreement”
Refers to this Master Services Agreement, including all schedules, addenda, website references, proposals, and invoices forming part of the contractual relationship.
2.2 “Annual Program”
A discounted, prepaid package for a 12-month term of Brad Technology’s Services. The discount is conditional upon the Client’s commitment to the full 12-month period.
2.3 “Business Day”
Any day other than a Saturday, Sunday, or a public holiday on which banks in India or globally are open for normal banking business.
2.4 “Client,” “you,” or “your”
The party acquiring or engaging Brad Technology’s Services under this Agreement solely for commercial or business purposes and not as a consumer.
2.5 “Confidential Information”
Any non-public, proprietary information disclosed by one party to the other in connection with this Agreement, in written, verbal, electronic, or any other form, which is marked as “confidential” or is reasonably understood to be confidential by its nature.
2.6 “Deliverables”
All work products, designs, code, documents, or results created by Brad Technology pursuant to this Agreement.
2.7 “Fees”
All amounts payable by the Client to Brad Technology under this Agreement, whether specified in an invoice, on Brad Technology’s website, or in a proposal, including, where applicable, Project fees, Annual Program fees, Quarterly Program fees, or Monthly Program fees.
2.8 “Monthly Program”
A recurring monthly engagement for Services, billed month-to-month at Brad Technology’s standard rates, and subject to the notice provisions set forth in this Agreement.
2.9 “Services”
All work or activities carried out by Brad Technology for the Client, including, without limitation, the following:
- Engineering services, smart automation, enterprise transformation, data & AI, technology advisory, IT staff augmentation, and design
- Shopify-focused CRO strategy and execution
- Design and development of Shopify themes or apps
- Retention marketing, including email and SMS campaigns
- Consultancy, advisory, or other technical eCommerce support related to Shopify or associated third-party systems
2.10 “Platforms & Software”
Refers to the eCommerce platform and ecosystem provided by Shopify Inc., including any related services, apps, or tools offered by third parties
2.11 “Effective Date”
The date on which this Agreement becomes effective, as set out in Clause 1.3
2.12 “Force Majeure Event”
Such events include, without limitation: natural disasters, strikes, acts of terrorism or war, civil unrest, pandemics, embargoes, governmental actions, or disruptions in power supply or telecommunications.
2.13 “Third-Party Apps”
Any software, plugin, add-on, tool, or service created or provided by a third party (not by Brad Technology or the Client) that integrates with or interacts with the Platforms & Software or otherwise impacts the Services.
2.14 “Quarterly Program”
A prepaid, discounted package covering a 3-month term of Brad Technology’s Services, with the discount conditional upon the Client’s commitment to the full 3-month period.
3. Scope of Services
3.1 Overview
Brad Technology will perform the Services professionally, employing the personnel, methods, and tools it considers appropriate. The Client acknowledges that Brad Technology may use third-party tools, including the Platforms & Software and Third-Party Apps, for certain functionalities.
3.2 Service Tiers and Packages
Annual Program: If the Client selects the Annual Program, payment for 12 months must be made upfront at a discounted rate, subject to the cancellation and refund terms outlined in Clause 4.4.2.
Projects Basis: If the Client elects a one-time Project-based Program, the Program shall be invoiced at Brad Technology’s prevailing standard rates or at such rates as may be mutually agreed in writing by the parties.
Monthly and Quarterly Program: If the Client elects a Monthly or Quarterly Program, the Program shall be invoiced at Brad Technology’s prevailing standard rates.
Ad-hoc or Hourly: In certain instances, the Client may procure hours or discrete tasks on an ad-hoc basis, at prices specified through Brad Technology’s online ordering process or as set forth in an invoice.
3.3 Discovery and Evolving Scope
For certain tasks, the initial phase may include an audit or discovery process to identify potential improvements and subsequent actions. Should additional Services be recommended beyond the purchased package, the Client may be required to pay additional fees or upgrade its plan. Brad Technology shall have no obligation to provide such additional Services free of charge if they exceed the originally agreed scope or hours.
3.4 Dependencies and Client Obligations
The Client shall:
- Provide timely and accurate information, branding assets, or account access necessary for Brad Technology to perform the Services.
- Maintain an active subscription and pay all associated costs.
- Obtain any required licenses or permissions for third-party apps.
- Any delays or failures by the Client to fulfil these obligations may affect delivery timelines and, where applicable, entitle Brad Technology to adjust deadlines or levy additional fees.
3.5 No Guarantee of Outcomes
While Brad Technology shall use commercially reasonable efforts to enhance the Client’s technology performance, no specific outcomes including increases in revenue, conversions, or other metrics are guaranteed. Results may vary due to market conditions, competition, product offerings, and other factors beyond Brad Technology’s control. Accordingly, Brad Technology expressly disclaims any warranty or guarantee regarding specific levels of sales, revenue, conversions, or other financial results arising from the Services.
4. Fees, Payment, and Refund Policy
4.1 Fee Structure
Project Program: Billed in accordance with the agreed terms at Brad Technology’s standard rates, payable by the due date specified in each invoice or as indicated on Brad Technology’s website.
Monthly Program: Billed monthly at Brad Technology’s standard rates, payable by the due date specified in each invoice or as indicated on Brad Technology’s website.
Quarterly Program: Quarterly upfront payments covering three consecutive months of Services at a discounted rate.
Annual Program: A single upfront payment covering twelve consecutive months of Services at a discounted rate.
Ad Hoc/Hourly: Invoices may be issued based on hours utilized, a flat project fee, or another structure specified in writing.
4.2 Payment Terms
Deposit Payment (Project Kickoff & Securing Timeline)
- For large, phased projects, a non-refundable deposit is required to secure the project timeline and commence work.
- Deposit invoices must be paid within three (3) days of issuance.
- Failure to pay the deposit within this period grants Brad Technology the right to delay or cancel the project schedule.
Invoicing & Payment Deadlines
All invoices for standard services are issued upfront, prior to work commencement.
Unless otherwise stated:
- Deposit invoices are due within three (3) days of issuance.
- Invoices for additional ad hoc work for existing Clients on a Paid Plan are due within seven (7) days of invoice issuance.
Payment Methods
- Payments for Pre-Packaged Monthly, Quarterly, and Annual Programs (as detailed on Brad Technology’s Website) shall be made via Stripe (Online Checkout) or Bank Transfer.
- Payments for Custom Packages, Ad-hoc Work, or Large-Scale Projects must be made via Bank Transfer.
- The Client is responsible for any bank charges, transaction fees, or processing fees associated with the chosen payment method.
Late Payment Consequences
- If payment is not received by the due date, Brad Technology may:
- Suspend Services until payment is received.
- Charge interest at 5.8% per month (or the maximum rate permitted by law) on overdue amounts.
- Recover any additional debt collection costs incurred due to non-payment.
4.3 Expenses
Any expenses incurred specifically for the Client’s benefit, including but not limited to specialized software subscriptions, paid plugins, or travel expenses, shall be reimbursed by the Client provided Brad Technology has obtained prior written approval. In cases of substantial expenses, Brad Technology may require prepayment or that the Client make the purchase directly.
4.4 Cancellation and Refunds
4.4.1 Monthly and Quarterly Programs
The Client may terminate the Monthly or Quarterly Program by providing at least thirty (30) days for domestic clients and sixty (60) days for international clients in written notice in accordance with Clause 11. During the notice period, all Monthly or Quarterly Fees remain payable in full, irrespective of actual usage.
No refunds shall be issued for partial use of a Monthly or Quarterly cycle, or for a one-time Project.
If the Client fails to provide the required notice, they shall remain liable for all Fees due within the notice period.
4.4.2 Annual Program (Discounted, Prepaid)
The Client may terminate the Annual Program by providing ninety (90) days’ written notice in accordance with Clause 11.
Commitment: By enrolling in the Annual Program, the Client commits to twelve (12) months of Services at the discounted rate.
Early Cancellation: If the Client provides sixty (60) days’ written notice more than ninety (90) days before the end of the twelve-month term:
The discounted rate shall no longer apply.
Brad Technology shall recalculate the Fees for the portion of Services already used at the standard Quarterly Program rate, or another non-discounted rate if specified.
Following such recalculation, any excess prepaid balance remaining after deducting Fees for Services provided and the sixty (60) day written notice period shall be refunded to the Client within thirty (30) days.
No Partial Month or Quarter Refunds: If the Client cancels mid-month or mid-quarter, the full period shall be charged at the applicable rate.
4.4.3 Cancellations and Refunds for Large Phased Projects
Scope of Cancellation Rights
- Large phased projects, including redesigns, development projects, and other custom services, are organized into phases, each requiring separate payment.
- The Client acknowledges that once a phase is scheduled and resources are allocated, cancellation cannot occur without incurring a cancellation charge.
- A minimum of three (3) weeks’ written notice is required before cancellation becomes effective.
Cancellation Before a Phase Begins
- If the Client cancels prior to a phase start, they shall pay three (3) weeks (1 month) of that phase’s Fees as a cancellation notice charge.
- If notice is provided less than three (3) weeks before the phase start date, all scheduled work within that period shall be fully chargeable.
Cancellation During an Active Phase
If the Client cancels after a phase has started:
- Fees for the portion of the phase completed shall be calculated on a straight-line basis according to the phase timeline.
- An additional three (3) weeks of Fees shall be payable as a notice period, even if this extends into the next phase.
- Example Calculation: For a 7-week Development phase, cancellation after 1 week with a 3-week notice period extending into Week 4 results in payment of 4/7 of the total phase Fees.
Termination for Non-Payment or Delays
- Brad Technology may terminate the project if the Client fails to make payments or causes delays exceeding 60 days without prior written agreement.
In such cases:
- All Fees paid remain non-refundable.
- Additional costs incurred due to delays or non-payment may be invoiced to the Client.
Ownership of Work Completed
- Upon cancellation, the Client shall only receive Deliverables for fully paid phases.
- Unpaid work or draft materials remain the property of Brad Technology unless otherwise agreed in writing.
4.4.4 No Obligation to Provide Refunds
Except as provided in Clauses 4.4.2 (Annual Program Refunds) and 4.4.3 (Large Phased Projects Cancellations), Brad Technology shall not issue refunds for:
Services already rendered;
- Partially used months or quarters in ongoing service programs;
- Additional costs or expenses incurred by the Client, including but not limited to third-party software, integrations, or specialist resources procured on the Client’s behalf.
- Refunds shall only be issued where explicitly stated in this Agreement.
4.5 Price Adjustments
Brad Technology reserves the right to modify its standard rates or pricing for upcoming contract periods or renewals. Except as otherwise required by law, any changes to fees for Monthly or Annual Programs shall be communicated at least ninety (90) days prior to the commencement of the next billing cycle.
4.6 GST/VAT and Taxes
All Fees are exclusive of VAT (Value Added Tax) and any other applicable taxes, levies, or duties. Where applicable, VAT shall be added in accordance with UK law, and the Client agrees to pay such amounts promptly. The Client shall also be responsible for any taxes imposed by foreign jurisdictions for cross-border services.
5. Intellectual Property
5.1 Ownership of Pre-Existing IP
Each party retains ownership of all Intellectual Property Rights (IPRs) that it owned or developed prior to the Effective Date of this Agreement, or that were developed independently outside the scope of this Agreement. Nothing in this Agreement shall transfer ownership of either party’s pre-existing IPRs to the other party.
5.2 Ownership of Deliverables (Client-Specific Work)
Custom Deliverables: Subject to full payment of all applicable Fees, all bespoke or custom work products created specifically for the Client, including but not limited to new themes, unique code, graphics, or branding assets, shall become the Client’s property upon delivery, to the extent permitted by law.
Assignment: Brad Technology agrees, at the Client’s expense, to execute reasonable documents or take reasonable actions as may be necessary to confirm or perfect the Client’s ownership of such custom Deliverables, subject always to the Client’s payment obligations under Clause 4.
5.3 Brad Technology’s Reusable Components
Background Tools: Brad Technology retains all rights, title, and interest in any tools, libraries, frameworks, scripts, templates, or processes that (a) pre-date this Agreement, or (b) are developed or enhanced outside the scope of the Client’s custom requests.
Licence: Where Brad Technology employs such Background Tools to deliver Services, Brad Technology hereby grants the Client a non-exclusive, non-transferable licence (without the right to sub-license) to use such tools solely as incorporated into the Deliverables, and exclusively for the Client’s internal business purposes on the Platforms & Software.
Open Source: Any open-source or third-party code incorporated into the Deliverables shall remain subject to its original open-source or vendor licence terms. The Client agrees to comply with all such terms.
5.4 Client Materials
The Client represents and warrants that any materials or information provided to Brad Technology, including logos, images, or text, do not infringe the rights of any third party. The Client hereby grants Brad Technology a limited, non-exclusive licence to use such materials solely for the purpose of delivering the Services.
5.5 Moral Rights and Waivers
Where permitted by law, each party hereby waives, or shall procure the waiver of, any moral rights in any Deliverables created under this Agreement, to the extent necessary to give full effect to the ownership or licence provisions set forth herein.
6. Confidentiality
6.1 Definition of Confidential Information
“Confidential Information” means any non-public, proprietary information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) that is:
Clearly marked or identified as “confidential,” or
Information that, by its nature, would reasonably be regarded as confidential in the context of its disclosure.
6.2 Exclusions
Confidential Information does not include information that:
- Is or becomes publicly available without any breach by the Receiving Party;
- Was lawfully known to the Receiving Party prior to disclosure, as evidenced by written records;
- Is disclosed to the Receiving Party by a third party without breach of any confidentiality obligation; or
- Is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information.
6.3 Obligations
Each Receiving Party shall:
- Use the Disclosing Party’s Confidential Information solely for the purpose of performing its obligations under this Agreement;
- Maintain the Confidential Information in strict confidence, employing at least the same degree of care as it uses for its own confidential information, and in no event less than reasonable care;
- Not disclose any Confidential Information to any third party, except to employees, contractors, or advisers who require access to perform under this Agreement and who are bound by confidentiality obligations no less protective than those herein; and
- Promptly notify the Disclosing Party upon becoming aware of any unauthorised use or disclosure of confidential Information.
6.4 Disclosure Required by Law
If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, it shall, to the extent permitted, provide the Disclosing Party with prior written notice of such requirement to allow the Disclosing Party to seek a protective order or otherwise oppose the disclosure.
6.5 Return or Destruction
Upon termination of this Agreement or at the Disclosing Party’s request, the Receiving Party shall promptly return, delete, or destroy all Confidential Information, including all copies, notes, or extracts, except for automatically generated backup files or as required by law. Any retained Confidential Information shall remain subject to the confidentiality obligations set forth in this Agreement.
7. Warranties
7.1 Mutual Warranties
Each party represents and warrants that:
It has the legal right, power, and authority to enter into and perform its obligations under this Agreement; and
Its performance and compliance with this Agreement will not breach or conflict with any other agreement or legal obligation.
7.2 Services Warranty
Brad Technology warrants that it will perform the Services in a professional and workmanlike manner, consistent with prevailing industry standards, and employing personnel and resources reasonably suitable for such Services.
7.3 Software/Code Warranty
Subject to the Client refraining from modifying the code or using unapproved third parties, Brad Technology shall use reasonable efforts to remedy any material bugs or defects originating from Brad Technology’s code within thirty (30) days of delivery. The Client must report such defects in writing with sufficient detail to enable Brad Technology to reproduce and diagnose the issue. This warranty excludes:
Errors, interruptions, or downtime caused by the Platforms & Software or any third-party applications;
Defects arising from the Client’s misuse or unauthorised modifications; or
Third-party code or open-source components, which are provided “as is.”
7.4 Disclaimer of Other Warranties
Except as expressly provided herein, and to the fullest extent permitted by law, Brad Technology disclaims all other warranties or conditions, whether statutory, express, or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Client acknowledges that outcomes or results from CRO, marketing, or development activities are affected by numerous external factors, and no specific improvements or success metrics are guaranteed.
7.5 Client Warranties
The Client represents and warrants that:
All materials and information provided to Brad Technology, including but not limited to images, data, and text, do not infringe the rights of any third party;
It will comply with all applicable laws and regulations relevant to its use of the Services, including, where applicable, data protection laws; and
It possesses the authority to grant Brad Technology any necessary permissions or licences required to perform the Services.
8. Liability
8.1 Limitation of Liability
To the maximum extent permitted under English law, Brad Technology’s total aggregate liability, whether in contract, tort, negligence, statutory duty, or otherwise, arising out of or in connection with this Agreement, shall not exceed the total Fees actually paid by the Client to Brad Technology during the twelve (12) month period preceding the event giving rise to the claim.
8.2 Exclusion of Certain Damages
Brad Technology shall not be liable for any:
- Indirect, consequential, or special loss;
- Loss of profit, goodwill, or revenue;
- Loss of data or use;
- Loss of or damage to reputation; or
- Business interruption, arising out of or in connection with this Agreement, even if Brad Technology has been advised of the possibility of such losses.
8.3 No Liability for Third-Party Failures
Brad Technology is not liable for:
- Liability shall not extend to downtime, errors, or losses caused by the Platforms & Software, third-party applications, or any external service providers.
- Liability shall not extend to losses resulting from the Client’s own acts or omissions, or those of any third party acting on the Client’s behalf without Brad Technology’s prior written consent.
8.4 Reasonableness
The Client acknowledges and agrees that the limitations on liability set forth in this Clause 8 are reasonable given the nature of the Services, the Fees charged, and the commercially sensitive information relied upon by each party. If any limitation or exclusion is held to be invalid, unenforceable, or illegal by a court, the remaining provisions of this Clause 8 shall remain in full force to the maximum extent permitted by law.
8.5 Force Majeure
For reference only (as further detailed in Clause 12), Brad Technology shall not be liable for any failure to perform or delay resulting from circumstances beyond its reasonable control, including but not limited to natural disasters, strikes, pandemics, acts of war, or government actions.
9. Indemnification
9.1 Client Indemnity
The Client shall indemnify, defend (at Brad Technology’s request), and hold harmless Brad Technology, its directors, employees, contractors, and affiliates from and against any and all claims, liabilities, losses, damages, costs, and expenses, including reasonable legal fees, arising out of or in connection with:
The Client’s breach of any representation, warranty, or obligation under this Agreement;
Infringement or alleged infringement of any third party’s rights, including intellectual property or data privacy rights, by materials provided by the Client;
The Client’s misuse or unauthorised modification of the Deliverables; or
The Client’s failure to comply with applicable laws or regulations in connection with its use of the Services or Deliverables.
9.2 Brad Technology Indemnity
Brad Technology shall indemnify and hold the Client harmless against any third-party claims alleging that custom Deliverables created solely by Brad Technology infringe the third party’s UK-registered intellectual property rights, provided that the Client:
(a) promptly notifies Brad Technology of the claim;
(b) grants Brad Technology the right to control the defence and settlement; and
(c) fully cooperates in defending the claim.
This indemnity shall not apply to claims arising from materials provided by the Client, third-party software, or modifications made by the Client without Brad Technology’s prior approval.
9.3 Procedures
The indemnified party shall:
(a) promptly notify the indemnifying party of any claim;
(b) refrain from making any admissions or statements that could prejudice the indemnifying party’s defence; and
(c) provide the indemnifying party with reasonable assistance at its own expense, except where otherwise specified in the indemnity provisions.
10. Non-Solicitation
10.1 Non-Solicitation of Personnel
The Client agrees that, during the term of this Agreement and for a period of twelve (12) months following its termination or expiration, it shall not, whether directly or indirectly, solicit, induce, or employ (or engage as an independent contractor) any individual who is or was employed or engaged by Brad Technology and materially involved in the provision of the Services. This restriction shall not apply where such individual responds to a bona fide general recruitment advertisement or process not specifically targeted at such person, provided the Client can reasonably evidence that no prohibited solicitation occurred.
10.2 Remedy for Breach
If the Client breaches Clause 10, the Client shall be liable to pay Brad Technology a sum equivalent to fifty percent (50%) of the total annual remuneration of the individual so engaged (or projected annual remuneration in the case of a contractor). The parties expressly acknowledge and agree that such amount represents a genuine pre-estimate of the losses, costs, and disruptions likely to be suffered by Brad Technology, including but not limited to recruitment and training costs, and shall not be construed as a penalty.
11. Term and Termination
11.1 Term
This Agreement shall commence on the Effective Date (as defined in Clause 1.3) and shall remain in full force and effect unless and until terminated in accordance with the provisions of this Agreement.
11.2 Termination for Convenience
Monthly and Quarterly Programs
- The Client may terminate a Monthly or Quarterly Program by providing at least thirty (30) days’ written notice, as set out in Clause 4.4.1.
- Fees remain payable in full throughout the notice period.
- No refunds shall be issued for partial use of a month or quarter.
Annual Program
- The Client may terminate an Annual Program by providing ninety (90) days’ written notice, as set out in Clause 4.4.2.
- If termination occurs more than 180 days before the end of the 12-month term, the recalculation and refund procedure in Clause 4.4.2 will apply.
Large Phased Projects (Including Redesigns & Development Work)
- Termination is subject to the payment obligations in Clause 4.4.3, including:
- Fees for work completed up to the termination date (calculated on a straight-line basis); and
- A three (3) week notice period charge covering the next phase or any active phase.
- The Client must provide a minimum of three (3) weeks’ written notice to terminate a phased project.
Ad Hoc / Hourly Work
- Either party may terminate an Ad Hoc or Hourly engagement with thirty (30) days’ written notice, unless otherwise specified in the applicable purchase order or invoice.
- The Client remains liable for all Fees for work completed up to the termination date.
- No refunds shall be issued for partially completed tasks unless expressly agreed in writing.
11.3 Termination for Breach
Either party may terminate this Agreement with immediate effect if the other party:
Material Breach – Commits a material breach of this Agreement (including non-payment) and fails to remedy such breach within fourteen (14) days of receiving written notice; or
Fraudulent or Unlawful Conduct – Engages in fraudulent, illegal, or unethical conduct, or otherwise acts in a way that creates an unacceptable risk to the terminating party’s reputation or business operations.
11.4 Termination for Insolvency
Either party may terminate this Agreement with immediate effect if the other party:
Insolvency or Administration – Becomes insolvent, enters administration or liquidation, or has a receiver or manager appointed over its assets;
Arrangement with Creditors – Makes or proposes any arrangement or composition with its creditors; or
Cessation of Business – Ceases, or threatens to cease, carrying on business.
11.5 Effects of Termination
Upon termination or expiration of this Agreement for any reason:
Accrued Fees: The Client shall promptly pay all outstanding Fees for Services performed up to the effective date of termination, including any applicable notice period.
Refunds & Recalculation: Any refunds or recalculations arising from early termination shall be handled in accordance with Clause 4.4.
Deliverables: Brad Technology shall provide the Client with all Deliverables that have been fully paid for. Delivery may be withheld where Fees remain outstanding.
Confidential Information: Each party shall return, delete, or destroy the other party’s Confidential Information as required under Clause 6.5.
Licences: Any licence granted to the Client for Brad Technology’s Background Tools (Clause 5.3) shall automatically terminate unless the related Fees have been fully paid.
11.6 Survival
Clauses which by their nature are intended to survive termination (including, without limitation, Intellectual Property, Confidentiality, Indemnification, Limitations of Liability, and Non-Solicitation) shall remain in full force and effect following termination.
12. Force Majeure
12.1 Liability
Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (excluding payment obligations) if such delay or failure arises from events, circumstances, or causes beyond its reasonable control (a “Force Majeure Event”).
12.2 Notice and Mitigation
A party affected by a Force Majeure Event shall promptly notify the other party in writing, specifying the nature of the event and its anticipated duration. Both parties shall use reasonable efforts to mitigate the impact of the Force Majeure Event on their respective obligations under this Agreement.
12.3 Right to Terminate
If a Force Majeure Event persists for more than sixty (60) days and materially prevents a party from performing its obligations under this Agreement, either party may terminate the Agreement immediately by providing written notice to the other party, without incurring further liability, except for any Fees payable for Services already performed. Any Fees prepaid for Services not yet rendered as of the termination date shall be refunded, less any non-refundable expenses incurred by Brad Technology up to that point.
13. Dispute Resolution
13.1 Good-Faith Negotiation
If any dispute arises between the parties in connection with this Agreement, the parties shall first attempt to resolve it through good-faith negotiation. Each party shall escalate the dispute to a management representative with the authority to resolve or settle the matter.
13.2 Mediation
If the dispute is not resolved within thirty (30) days of a written request for good-faith negotiations, either party may refer the matter to mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure, or a comparable reputable mediation service. The costs of the mediation shall be shared equally between the parties, unless otherwise agreed in writing.
13.3 Litigation / Injunctive Relief
Nothing in this Agreement shall prevent either party from seeking immediate injunctive or other equitable relief in a court of competent jurisdiction, particularly in relation to breaches of Intellectual Property or Confidentiality. If mediation is unsuccessful or not pursued, the parties agree to submit to the exclusive jurisdiction of the courts of England and Wales, as set out in Clause 15.
13.4 Continued Performance
The parties shall continue to perform their respective obligations under this Agreement throughout any dispute resolution process, unless the Agreement has been lawfully terminated in accordance with its terms.
14. Additional Provisions
14.1 Assignment and Subcontracting
Client Assignment: The Client shall not assign, transfer, or otherwise deal with any of its rights or obligations under this Agreement without obtaining Brad Technology’s prior written consent.
Brad Technology Subcontracting:Brad Technology may engage subcontractors or third-party service providers to perform portions of the Services, provided that Brad Technology remains fully responsible for their performance as if such Services were performed directly by Brad Technology.
14.2 Severability
If any provision, or part thereof, of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision (or relevant part) shall be deemed severed, and the remaining provisions of the Agreement shall continue to be valid and enforceable.
14.3 No Waiver
No failure or delay by either party in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy, nor shall it limit or prevent any further exercise of that or any other right or remedy. Any waiver must be in writing and signed by the party granting the waiver.
14.4 Independent Contractors
Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship between the parties. Brad Technology acts as an independent contractor, and neither party has the authority to act on behalf of, or bind, the other in any manner.
14.5 Third-Party Rights
Unless expressly provided otherwise, this Agreement does not confer any rights or benefits on any person or entity that is not a party to it, whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or any other law.
14.6 Further Assurances
Each party shall undertake all further acts, deeds, or actions, and execute any additional documents, as may be reasonably necessary to give full effect to the purposes of this Agreement.
14.7 Publicity and Marketing
Brad Technology may use the Client’s name, logo, or project in its promotional materials or portfolio, provided that no Confidential Information or sensitive data is disclosed. If the Client objects in writing, Brad Technology shall, where commercially reasonable, remove or cease the specific references.
12.8 Data Protection
Where Brad Technology processes personal data on the Client’s behalf, both parties shall comply with all applicable data protection laws, including the UK Data Protection Act 2018 and, where relevant, the GDPR.
Brad Technology shall act as a ‘data processor’ and the Client as a ‘data controller’ under these laws. Both parties shall implement appropriate technical and organisational measures to maintain security proportional to the risks associated with processing personal data.
Upon request, the parties shall enter into a Data Processing Agreement detailing additional obligations, security measures, and procedures.
Each party agrees to indemnify the other for any breaches of data protection law directly resulting from its own acts or omissions, subject to the limitations of liability set out in Clause 8.
15. Governing Law and Jurisdiction
15.1 Governing Law
This Agreement, together with any non-contractual obligations arising from or in connection with it, shall be governed by and construed in accordance with the laws of England and Wales.
15.2 Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to resolve any dispute or claim, including non-contractual disputes or claims, arising out of or in connection with this Agreement or its subject matter.
16. Notices
16.1 Form of Notices
All notices, requests, demands, or other communications under or in connection with this Agreement shall be in writing and delivered via email or postal mail, with tracking or recorded delivery recommended.
16.2 Addresses
Each party shall provide the other with a valid email and/or postal address for the purpose of receiving notices, and any changes to these details must be promptly communicated in writing.
16.3 Deemed Receipt
Email: An email shall be deemed received on the day it is sent, provided that:
It is sent on a Business Day before 5:00 pm GMT;
- No automated error or bounce message is received by the sender; and
- The sender retains proof of successful transmission, such as a delivery receipt or an email acknowledgement from the recipient.
- If the email is sent after 5:00 pm IST or on a non-business Day, it will be deemed received at 9:00 am on the next Business Day.
- Postal Mail: A notice sent by postal mail shall be deemed received:
- Two (2) Business Days after it is posted if sent within the UK; or
- Five (5) Business Days after it is posted if sent internationally.
- The sender must retain proof of posting, such as a certificate of posting or tracking confirmation. Delivery shall only be valid upon evidence of signed receipt or recorded delivery confirmation.
17. Entire Agreement
17.1 Integrated Contract
This Agreement, including all Schedules, Exhibits, Appendices, references, and any documents incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior negotiations, understandings, or agreements, whether written or oral.
17.2 No Reliance
Each party acknowledges that, in entering into this Agreement, it does not rely on any statement, representation, warranty, or understanding not expressly set forth in this Agreement and shall have no remedy in respect of any such statement, whether made negligently or innocently.
17.3 Amendments
No modification or amendment to this Agreement shall be effective unless made in writing and signed by an authorised representative of both parties, or, in the case of online terms, clearly accepted by the Client in a manner approved by Brad Technology, such as through a digital clickwrap or acceptance of an updated invoice.
18. Acceptance by Payment
18.1 Online Purchase or Invoice Payment
The Client acknowledges and agrees that by:
- Paying any invoice from Brad Technology for the Services covered by this Agreement; or
- Completing an online purchase or checkout process on Brad Technology’s website;
- The Client is deemed to have read and accepted all the terms of this Master Services Agreement, and no separate signature shall be required to make the Agreement legally binding.
18.2 No Purchase without Acceptance
If the Client does not agree to these terms, it must refrain from paying any invoice or proceeding with any online purchase of Brad Technology’s Services. Payment of any invoice shall be deemed full acceptance of this Agreement.
Signatures (Optional)
If a signed copy is required for record-keeping or compliance purposes, the Client may request it by emailing hello@bradtechnology.com. In the absence of a signed document as referenced in Clause 1.3, the Effective Date shall be deemed to be the earlier of the date of the last signature or the date of payment.
A complete guide to shopify retail support for the GCC Market
Have you ever wondered why global brands and local retailers alike are rushing to set up shop in the GCC eCommerce market? From futuristic shopping experiences to the seamless blend of online and offline retail, the GCC is rewriting the rules of commerce faster than most markets in the world. The Gulf Cooperation Council (GCC) has rapidly emerged as one of the fastest-growing eCommerce markets in the world with a tech-savvy population and an increasing appetite for digital-first retail businesses across the GCC to scale their online presence. We smartly integrate Shopify retail support in the GCC for a transformative role.
Shopify retail support for the GCC with a blend of technology, customer service, and tailored solutions that are built to meet the region’s unique demands. Brad Technology integrated Shopify for empowering businesses in the Middle East to thrive in an era where speed, innovation, and customer experience are everything.
Why the GCC Market is Primed for Shopify Growth
The GCC is a fast-evolving digital hub. Brad Technology's unique ecosystem and strategies makes the market attractive for retailers leveraging Shopify services in the GCC market. Together, these factors create the ideal conditions for Shopify GCC eCommerce growth, making the platform a powerful ally for retailers who want to scale in this region. Brad Technology creates personalized shopping experiences, streamline operations across online and offline channels, and ensure compliance with local regulations while maintaining global scalability. Here’s why Shopify is the right choice for GCC retailers:
Localized Support & Expertise
Shopify’s infrastructure, combined with Brad Technology’s regional expertise, ensures businesses get tailored solutions from integrating local payment gateways to optimizing bilingual stores.
Seamless Online-Offline Retail
Shopify’s Point-of-Sale (POS) integration allows retailers to unify physical stores with eCommerce operations, meeting the GCC shopper’s demand for hybrid retail experiences.
Smart Logistics Partnerships
We integrate fast and reliable logistics providers directly into Shopify, so that retailers can meet the GCC customer’s expectation for same-day and next-day delivery.
Advanced Retail Technology
Shopify equips retailers with tools to scale while enhancing customer satisfaction from AI-powered recommendations to automated inventory management.
Cross-Border Expansion
Shopify makes it easy for retailers to expand regionally and globally, offering seamless multi-currency, multi-language, and cross-border shipping capabilities, GCC shoppers love international brands.
Shopify Retail Support in the GCC
With a unique mix of opportunities and challenges from integrating regional payment systems to ensuring fast, reliable deliveries for the retailers in the GCC. Shopify’s support ecosystem is designed to help businesses navigate these complexities with ease. Here are the key areas where Shopify retail support in the GCC makes the biggest impact:
Customer-Centric Support
Shopify provides 24/7 customer assistance, with multilingual options. We ensure that retailers in the GCC can quickly resolve technical issues, optimize their stores, and keep operations running smoothly without downtime.
Localized Payment Integration
The GCC’s evolving digital payment landscape includes solutions for the Shopify retail support that helps merchants integrate these gateways seamlessly, making checkout experiences smooth and trustworthy for local consumers.
Retail Technology Enablement
With AI-driven product recommendations, automated inventory management, and analytics dashboards giving GCC retailers the power to deliver personalized, data-backed shopping experiences Shopify equips businesses with advanced tools.
Seamless Omnichannel Retail
A must-have in a GCC market where hybrid shopping is on the rise, Shopify’s POS (Point of Sale) system connects physical retail outlets with online stores, enabling retailers to unify sales, inventory, and customer experiences across channels.
Logistics & Shipping Support
Shopify’s ecosystem integrates directly with leading logistics providers ensuring faster fulfillment and last-mile delivery efficiency as reliable delivery is a top priority for GCC consumers.
Regulatory & Compliance Guidance
With VAT regulations, data privacy laws, and cross-border trade rules, compliance is crucial. Shopify support helps retailers configure their stores to meet these requirements without compromising scalability.
Conclusion
The GCC is transforming at a pace that demands innovation, agility, and customer-first strategies. Brad Technology’s expertise gives retailers the competitive edge they need to thrive in this dynamic environment. Shopify retail support in the GCC provides the foundation for long-term, scalable success from personalized shopping experiences to seamless logistics integration and regulatory compliance.
At Brad Technology, we build future-ready retail ecosystems Shopify stores. Our strategies empower businesses to expand across borders, enhance customer loyalty, and keep pace for digital evolution. For retailers who want to lead, not just participate, in the GCC eCommerce boom, Shopify is the platform and Brad Technology is the Best Largest Shopify plus partner for your business growth.
Top digital trends in 2026 for GCC markets
The Gulf Cooperation Council (GCC) has rapidly positioned itself as one of the world’s most ambitious digital economies. With bold government visions, thriving e-commerce, innovative fintech, and record-breaking smart city projects, the region is redefining E-commerce growth in Saudi Arabia and what digital-first growth looks like.
The retail industry in the GCC is going through a major digital shift with the shopify plus partner. What used to rely mostly on traditional stores is now quickly becoming a modern, tech-driven space shaped by changing customer needs and market demands. From e-commerce and mobile-first shopping to AI personalization and sustainable practices, retailers are finding new ways to connect with their customers.
At Brad Technology as the shopify plus partner, we see these changes as opportunities, not just trends. For businesses in the GCC, adopting digital innovation is no longer a choice, it’s the key to growth, resilience, and staying competitive. In this blog, we’ll look at the top digital trends transforming retail in the GCC and how they’re building smarter, faster, and more engaging shopping experiences.
Top Digital Trends GCC in 2026
E‑commerce scale with better unit economics
The UAE is moving its own AI models from the lab into real use in industries such as government, banking, travel, retail, and energy. These models will handle Arabic better and E-commerce growth in Saudi Arabia, which will give faster results because they run on local servers, and keep data safely inside the country. This means we’ll start seeing AI assistants that help with things like citizen services, finance and planning, media content, and on-the-ground field work.
Open Finance becomes real utility infrastructure
Saudi Arabia’s central bank (SAMA) and the UAE’s central bank (CBUAE) are moving from just setting rules to actually rolling out open banking at scale. This means banks, digital wallets, and third-party providers can share account details and start payments through secure APIs. Bahrain is already a strong example of how this works.
Instant, local, and cross‑border payments drive conversion
In the UAE, Aani now supports instant payments between people (P2P) and merchants (P2M). It includes features like payment by mobile number or email (proxy), QR codes, request-to-pay, and split bills making checkout faster and helping replace cash on delivery.
In Saudi Arabia, Sarie enables instant money transfers using mobile numbers or email, plus quick transfers. This supports “pay by bank” options that cut costs and reduce fraud. It allows businesses and consumers to send money across borders more quickly.
Privacy & data sovereignty
Privacy and data sovereignty are now essential in GCC markets. Privacy ensures customer information is collected and used transparently and securely, while data sovereignty requires that data stays within national borders and follows local laws. For businesses, this means treating customer data responsibly not as ownership, but as borrowed under strict regulations.
Digital Commerce
GCC e-commerce is booming, driven by mobile-first shopping. Saudi leads in smartphone-based purchases, but payment friction like failed transactions or limited local options still causes drop-offs. In 2026, businesses must prioritize A2A payments, local wallets, and smart retry systems to boost conversions.
Emerging & Niche Trends
Beyond the major shifts like AI, open finance, and e-commerce, the GCC is also embracing a set of emerging and niche digital trends that make the region stand out on the global stage. The Future of e-commerce in GCC is practical innovations shaping how people live, work, and interact every day.
From immersive AR tourism and green digital solutions to 3D-printed construction and government-led digital services, these trends show how the GCC is blending innovation, sustainability, and citizen-first thinking to build the Future of e-commerce in GCC.
Immersive Experiences & “Metaverse-lite
While the hype around the metaverse has cooled globally, in the GCC it’s finding practical use cases. Tourism boards, schools, and event organizers are using VR/AR to create immersive experiences. Imagine exploring a Saudi heritage site through VR before visiting, attending a hybrid Dubai Expo conference in AR, or students using VR labs for science. These “metaverse-lite” experiences aren’t about fantasy worlds, they’re about enhancing real-life journeys with digital layers.
Green Tech & Sustainable Digital
Sustainability is becoming central to GCC innovation. Governments are pushing carbon-neutral digital adoption and promoting smart energy systems. With IoT sensors, businesses can monitor energy use, optimize cooling in malls or data centers, and cut waste. From green cloud services to sustainable e-commerce packaging, eco-friendly tech is now a competitive advantage in a region committed to Vision 2030 and net-zero goals.
3D Printing & Advanced Manufacturing
Dubai’s long-term 3D Printing Strategy is moving from pilots to reality. In construction, 3D-printed buildings and parts are speeding up projects while reducing costs. In healthcare, custom prosthetics and implants are being produced locally on demand, making care faster and more personalized. For GCC markets, this means shorter supply chains, less dependency on imports, and more innovation in both healthcare and infrastructure.
Government-led Digital Transformation
Governments in the GCC are setting the bar high for digital experiences. With paperless services, digital IDs (e-ID), and AI-enabled citizen platforms, public services are becoming as seamless as top private-sector apps. For businesses, this raises the benchmark: if people can renew their driver’s license in minutes on a government app, they expect the same smooth, fast, mobile-first experience from banks, retailers, and telcos. In 2026, the public sector will continue driving customer experience (CX) standards that brands must match or risk falling behind.
Conclusion
As we move deeper into 2026, the pace of digital transformation in the GCC is only accelerating. From sovereign AI models and open finance frameworks to cross-border payments, immersive digital experiences, and sustainable innovation, the region is building one of the most advanced commerce ecosystems in the world. For retailers in Saudi Arabia and across the GCC, this isn’t just about keeping up, it's about reimagining how business is done.
At Brad Technology as Shopify plus partner, we believe these shifts are opportunities to build smarter, faster, and more engaging customer experiences. By embracing digital commerce, scaling direct-to-consumer models, and leveraging Shopify Plus solutions tailored for the Middle East, businesses can turn today’s trends into tomorrow’s competitive advantage. The future of retail in the GCC is digital-first, customer-centric, and built on innovation. The question for brands is no longer if they should transform, but how fast they are ready to lead.
How to Choose the Right Software Development Partner in India
New technologies and techniques are emerging at breakneck speed—if not lightning fast, then certainly at the speed of the sound. It's like when you open Instagram and there's another trend, you open your phone and there is another new discovery in the digital realm or another new AI tool that seems to make everyone’s life easier somehow, but yours, since you haven't mastered it yet, or even so started using it.
These gaps keep accumulating and this is what leads to the feeling of not knowing enough by some people which in turn, stop trying, which leads to this fear of technology, witnessed in even advanced and progressive nations.
This is where Brad Technology fills in the gaps and provides an easy to access to an ever changing world
Why Brad Technology as the software development company in India?
Brad Technology stands out as a software development partner due to its diversity and extensive experience across various industries, enabling them to deliver tailored solutions for every kind of business challenges.
They offer a wide range of services, including custom software development, mobile and web applications, and cloud solutions, making them your go-to shop for all development needs.
When you think of building your own business’ online presence or a software you have dreamed of working or creating since childhood, you would want it in trustworthy and experienced hands, which is exactly what our 15+ years experience guarantees.
Key components required for your quintessential software development partner
1. Software Consulting Services
Software consulting services involve providing expert advice and guidance on software development strategies, technologies, and best practices. Consultants analyze business needs, recommend solutions, help with project planning, and assist in technology selection to optimize software development processes and ensure alignment with business goals.
2. Software Development Services
Software development services encompass the complete process of creating software applications, from initial concept and design to development, testing, deployment, and maintenance. This includes custom software solutions tailored to specific business requirements, using various programming languages and technologies.
3. Enterprise Software Development Services
Enterprise software development services focus on creating large-scale applications designed for organizations to meet their internal and external needs. These applications often involve complex systems integration, high scalability, and robust security features to support business operations across departments.
4. Software Product Development Services
Software product development services refer to the end-to-end process of developing a software product for commercial sale or distribution. This includes market research, product design, development, testing, and launch. The goal is to create a product that meets market demands and provides a positive user experience.
5. Software Integration Services
Software integration services involve connecting different software systems and applications to work together seamlessly. This may include integrating third-party APIs, legacy systems, and cloud services to enhance functionality and improve data flow across the organization.
6. API Development Services
API (Application Programming Interface) development services focus on creating interfaces that allow different software applications to communicate with each other. This includes designing, building, and documenting APIs that enable data exchange and functionality sharing between systems, ensuring interoperability and enhancing overall software capabilities.
7. Cloud Solutions Development
Cloud solutions development involves creating applications and services that operate in the cloud, leveraging cloud computing technologies. This includes developing cloud-native applications, migrating existing applications to the cloud, and implementing cloud-based infrastructures for scalability, flexibility, and cost-effectiveness.
8. Mobile App Development
Mobile app development refers to the process of designing and building applications specifically for mobile devices, such as smartphones and tablets. This includes developing apps for iOS and Android platforms, focusing on user experience, performance, and functionality tailored to mobile users.
9. DevOps Services
DevOps services combine software development (Dev) and IT operations (Ops) to improve collaboration and efficiency in the software development lifecycle. This includes implementing practices and tools for continuous integration and delivery (CI/CD), automation, and monitoring, enabling faster release cycles and improved software quality.
10. E-commerce Solutions
E-commerce solutions encompass the development of online platforms that facilitate buying and selling products or services over the internet. This includes creating user-friendly websites, payment gateway integration, inventory management systems, and customer relationship management (CRM) tools, all designed to enhance the online shopping experience.
Conclusion
If you are looking for a friend, someone who would have your back in your lowest times, rather than a company who would dictate you and subdue your own decisions about your own idea, Brad Technology is just the right place for you.
Whether you are someone new who would want case studies to start with, or an experienced professional who just wants to get started, Brad software development has got someone for everyone.
FAQs
How long does it take to get one one on one session booked?
It’s very easy and accessible to book sessions with Brad Technology. One would always feel welcome here and the session is booked on the website. You can do it anytime here https://bradtechnology.com/software-development-services/
If I am just an amateur, is this still relevant for people like me?
Brad Technology offers a myriad of services and it is for a myriad of people. From beginners to professionals, Professional Software development is offered to everyone.
What if I have concerns during the project?
Any and all the concerns are addressed in Brad Technology software development services. People who have used it before, have always had a good and positive feedback.