1. These terms
These terms apply to every proposal we make and every project we start for a business client, unless a written statement of work says a clause does not apply. If a statement of work conflicts with these terms, the statement of work wins for that project only.
We contract with businesses. If you are a consumer, rights you have under the Consumer Rights Act 2015 that cannot legally be excluded still apply, and you should write to us before we start so we can say whether we can take the work.
2. Who we are
SHLAFZN LTD, company number 17423880, registered in England and Wales. Registered office: 128 City Road, London, EC1V 2NX, United Kingdom. Director: Jaouad Baais. Email: shlafzn.ltd@gmail.com. Incorporated on 27 August 2026.
A VAT number is not shown because HMRC has not, on the records used to prepare this page, issued one. If we become VAT registered we will charge VAT and print the number on invoices. Until then, fees are not subject to UK VAT.
3. Definitions
- “We”, “us” means SHLAFZN LTD.
- “You” means the business that asks us to work.
- “Services” means the ecommerce, conversion, media, and tracking work described in a proposal or statement of work.
- “Deliverables” means the pages, configurations, reports, and other materials we specifically create for you under a statement of work.
- “Platforms” means third-party products such as Shopify, Stape, Addingwell, Google, Meta, TikTok, Klaviyo, and any consent tool you use.
4. How a contract is formed
A contract starts when you accept a written proposal by email, or when you ask us in writing to begin and we start. A call is not, by itself, a contract. We may refuse work, including where we cannot see a lawful way to measure or to advertise it.
5. Scope
Depending on the statement of work, services may include:
- Shopify store work connected to acquisition and checkout.
- Conversion work on the path from the ad to the order.
- Paid media planning and management.
- Server-side tracking implemented on Stape or Addingwell, connected to Shopify customer events, with consent state and deduplication.
- Reporting that ties media activity to orders you can export.
Anything not written in the statement of work is out of scope, including legal advice, accountancy, and the role of data-protection officer.
6. What we do not promise
We do not guarantee a return on ad spend, a conversion rate, a revenue figure, a match rate, or a particular position in a platform auction. Platforms change their rules, consent rates move, and your catalogue, price, and stock sit outside our control. We will tell you what the orders support. We will not invent a number they do not support.
We are not an official partner of Shopify, Stape, Addingwell, Google, or Meta unless a statement of work says we hold a named partner status at that time.
7. Your responsibilities
You will:
- Give us timely access to the store, accounts, and consent tool.
- Make sure information you give us is accurate.
- Keep a lawful basis, and a consent mechanism where PECR requires one, for marketing tags on your properties.
- Name a person who can approve the privacy information on your store.
- Pay platform invoices, media spend, and app fees yourself, direct to those suppliers, unless we agree otherwise in writing.
- Review deliverables within ten working days of us sending them. If you do not comment, we may treat them as accepted.
8. Platforms
Stape, Addingwell, Shopify, and advertising platforms are not our subcontractors for their own products. Their terms, uptime, pricing, and policies apply between you and them. We are not liable for a platform outage, a rejected ad, an account suspension, or a change to an API, except to the extent we caused it by failing to take reasonable care in the configuration we control.
9. Fees and payment
Fees, and whether they are a project fee or a monthly fee, are set out in the proposal. Unless it says otherwise, invoices are due within 14 days of the invoice date, in pounds sterling, to the account we name.
Media spend is not our fee. We do not mark up platform invoices unless the proposal says so in plain figures.
If a business invoice is late, we may charge statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998. The interest rate is 8 percent a year above the Bank of England base rate. We may pause work on five days’ written notice while an undisputed invoice remains unpaid.
10. Changes
Either of us may ask for a change. We will say what it does to the fee and the date before we do the extra work. A change is agreed when both of us confirm it by email.
11. Intellectual property
We keep our methods, pre-existing materials, and anything we built before your project. On receipt of the fees for a deliverable, you receive a licence to use that deliverable for your own brands and stores. Where the deliverable is a configuration inside your accounts, that licence is permanent for those properties.
You keep all rights in your brand, catalogue, and customer data. You give us a licence to use them only to perform the services.
Unless you tell us in writing before launch that a piece of work is confidential, we may describe the nature of the work in our own marketing. We will not publish your non-public numbers without consent.
12. Data protection
For personal information on this website, we are the controller. See the privacy notice.
For personal information about your customers that we process only to configure tracking, report, or operate media on your instructions, you are the controller and we are the processor. In that role:
- We process it only on your documented instructions, which include these terms and the statement of work.
- We will tell you if we believe an instruction breaks UK GDPR.
- People who can access it are under a duty of confidence.
- We apply measures appropriate to the risk, including access control on the accounts you give us and encryption in transit where the platform provides it.
- We may use the sub-processors you ask us to connect, which can include Google, Meta, TikTok, Shopify, Stape, Addingwell, Klaviyo, and your consent tool. You authorise those suppliers by asking us to connect them. We will tell you before we add a sub-processor you did not ask for and give you a chance to object.
- Where a platform stores data outside the UK, we rely on the transfer tool that platform offers and that UK GDPR allows, including the UK Extension to the EU-US Data Privacy Framework where the recipient is certified, or the International Data Transfer Agreement.
- We will assist you, at your cost if the request is disproportionate, with data-subject requests, security questions, and consultations you are legally required to make.
- We will tell you without undue delay after becoming aware of a personal-data breach affecting your customers’ data in our possession.
- At the end of the services we will delete or return personal data we hold for you, unless the law requires us to keep it. Configurations that live inside your own platform accounts remain yours to close.
- We will make available the information reasonably needed to show these clauses are being met.
A longer signed data-processing agreement is available on request. Until one is signed, this clause 12 is the Article 28 contract.
We will not configure marketing tags so that they ignore a consent refusal. You are responsible for the notice your shoppers see and for the lawful basis you rely on.
13. Confidentiality
Each of us will keep the other’s non-public commercial information confidential and use it only for the project. This does not cover information that is already public, that was already known without a duty of confidence, or that a court or regulator requires to be disclosed. The duty lasts for three years after the contract ends.
14. Liability
Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot legally be limited.
Subject to that, our total liability under a contract, whether in contract, tort, or otherwise, is limited to the fees you paid us under that contract in the twelve months before the claim arose. If the contract has lasted less than twelve months, the limit is the fees paid under it.
We are not liable for lost profits, lost revenue, lost data, or wasted media spend, whether or not we were advised of the possibility, except where the law does not allow that exclusion. Media spend paid to platforms is not recoverable from us as damages.
15. Ending the contract
Either of us may end a monthly engagement by giving 30 days’ written notice. Either of us may end immediately by written notice if the other materially breaks these terms and does not fix the break within 14 days of being asked, or if the other becomes insolvent.
You pay for work done up to the end date, and for non-cancellable platform costs we incurred with your approval. Clauses that should survive, including fees due, intellectual property, confidentiality, data protection, and liability, continue.
16. Complaints
Write to shlafzn.ltd@gmail.com with the subject “Complaint”. We will acknowledge within five working days and give a substantive reply within fifteen working days, unless we tell you we need longer and why.
17. General
- Notices under these terms may be sent by email and are received on the next working day after sending, if no bounce is received.
- You may not assign the contract without our written consent. We may subcontract ordinary delivery, and we remain responsible for it.
- A person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce these terms.
- If a clause is unenforceable, the rest still applies.
- These terms, and any statement of work, are the whole agreement on their subject. They replace earlier discussions.
- English law governs. The courts of England and Wales have exclusive jurisdiction.