Professional and Migration Services Terms
CIQRA OÜ · Version 1.1 · Last updated: 3 November 2026
These Professional and Migration Services Terms are issued by CIQRA OÜ, a private limited company registered in Estonia under registry code 16465907, with its registered address at Veskiposti tn 2, 10138 Tallinn, Harju maakond, Estonia ("CIQRA", "we", "us", "our"). They supplement Section 3.8 of the Terms of Service and apply to every Paid Service and to data migration into the Services. Terms defined in the Terms of Service ("Services", "Merchant", "Storefront", "Merchant Content", "Order Form", "Paid Services", "Policies") have the same meaning here.
Effective date. This document applies to new customers from its publication on 3 November 2026. It applies to existing customers on the date stated in CIQRA's notice, which is at least 30 days after the notice (Terms of Service Section 14.2).
Contact: info@ciqra.com
1. Scope and order of precedence
1.1 What this covers. (a) Paid Services that CIQRA sells to a Merchant under a scope sheet (for example store or site setup, theme and design work, migration, domain and DNS setup, tracking and feed setup, launch support and care hours), and (b) the self-service migration tools that CIQRA provides inside the Services, such as the Migration Wizard.
1.2 Consistency with the Terms of Service. This document elaborates Section 3.8 of the Terms of Service and does not replace it. Where it is silent, Section 3.8 applies. Where they differ, an accepted scope sheet ranks first on the service it covers, and then Section 3.8 of the Terms of Service, then this document (Terms of Service Section 1.5).
1.3 CIQRA OÜ is the only contracting party. CIQRA OÜ sells and invoices each Paid Service. No agency, reseller, partner or other business sells, quotes or invoices a Paid Service for CIQRA. Where a scope sheet names a third party that carries out part of the work, Section 7.2 applies.
1.4 Business customers. Paid Services are supplied to Merchants for the purposes of their trade, business or profession.
2. Scope sheet
2.1 What the scope sheet states. For each Paid Service CIQRA gives the Merchant a written scope sheet that states: what is included, with a measurable acceptance check and the evidence that will be shown for each deliverable; what is not included; the price and price model; the timetable; what CIQRA needs from the Merchant and what happens if it is late; how the result is reported, accepted or disputed; and the payment, cancellation and refund terms for that service.
2.2 Standard exclusions. Every scope sheet excludes, unless it expressly says otherwise: any guarantee of sales, ranking, traffic or return on ad spend; third-party fees such as advertising budget, domain names, theme licences and carrier contracts; the Merchant's own contracts and account verifications with third parties; legal, tax or accounting advice; integrations not listed on the sheet; migration of order history unless listed as a deliverable; 24/7 or telephone support; and any work not written on the sheet.
2.3 The sheet is the whole scope. An oral promise that is not in the scope sheet does not apply. Work starts only after the Merchant has accepted the scope sheet, and CIQRA is not obliged to start work earlier.
2.4 Changes. A change to the scope is made in writing as an addendum or change request that states the new item and its effect on time and price. No work on the change starts before the Merchant accepts it. Where a price is hourly with a cap, exceeding the cap needs a signed addendum.
2.5 Time box. Time is counted in business days (Monday to Friday). The time box starts when the scope sheet is accepted and every Merchant input the sheet lists has arrived. A delay by the Merchant stops the clock for as long as it lasts, and CIQRA may also pause the clock for the number of days it states in writing when it needs more time because of something outside its control. A target date is a plan, not a guarantee, unless the scope sheet says otherwise.
2.6 Services CIQRA does not sell. CIQRA sells only the services that it offers in its catalogue from time to time. Some services are offered only by a named third party under that third party's own scope sheet, and some are not offered. A service that is not on a scope sheet is not a Paid Service.
3. How CIQRA performs
3.1 Standard of performance. CIQRA performs a Paid Service with reasonable skill and care and uses its best efforts to deliver the deliverables on the scope sheet within the time box. CIQRA owes the work and the measurement described in the scope sheet. It does not owe a particular commercial, tax, legal, search-engine or performance result (Section 6).
3.2 People and tools. CIQRA decides who does the work and how. It may use subcontractors under Section 7.2. Where a scope sheet says that a service is AI-assisted, CIQRA may use AI tools in the work under the AI Features Terms, and remains responsible for the deliverable.
3.3 Reports. CIQRA reports the work in a completion report (the "Handover Report") that shows, for each deliverable, whether it was delivered, partly delivered or not delivered, the result of its acceptance check (met, not met or not measured) and the evidence. A check that was not measured is not a pass, and the report says so.
4. What the Merchant must do
4.1 Inputs. The Merchant must provide on time, complete and accurate, the inputs the scope sheet lists, such as export files, content, brand assets, URL lists, approvals and access. A late or missing input is dealt with as the scope sheet says, and otherwise Section 2.5 applies.
4.2 Access. The Merchant gives access to systems (such as the old store, hosting, database, DNS or advertising accounts) through a secure channel, never by sending a password by email, with the rights the work needs, and for as long as the work needs. The Merchant is responsible for the access it gives and may withdraw it at any time; CIQRA is not responsible for work that cannot be done without it.
4.3 Rights and lawful basis. The Merchant confirms, and in the Migration Wizard declares, that the data and content it supplies or asks CIQRA to move is its own or that it is entitled to use and move it; that it has a lawful basis, and has given the notices, that the law requires for any personal data in it; and that moving it does not infringe the rights of a third party or the terms of the source platform. Where the Merchant has a duty to obtain consent (for example for marketing), it must not tell CIQRA to import consent that it does not hold. The Merchant is the controller of that personal data and CIQRA is its processor under the Data Processing Agreement.
4.4 Its own contracts. The Merchant is responsible for its own contracts and verifications with third parties that the work depends on (for example payment, carrier, advertising and marketplace accounts, domain registrars and theme or plugin licences).
4.5 Decisions and approvals. The Merchant reviews and approves previews, plans and reports within the periods stated in the scope sheet. A person who approves for the Merchant must be authorised to bind it.
5. Data migration
5.1 Two ways to migrate. (a) Self-service. Where CIQRA has made the Migration Wizard available to the Merchant's store, the Merchant moves its own data. At the date of this document the Wizard reads export files in CSV format from supported source platforms (Shopify and WooCommerce) and, step by step, takes the Merchant's declaration, counts the file's contents (a census), proposes a plan, runs a dry run that changes nothing, and, once the Merchant has accepted the dry run, creates the products it listed. Each step shows what will happen before it happens. A rollback removes only the records that the Wizard created and recorded. The uploaded file is removed after a retention period (at the date of this document, 14 days). Any fee for the Wizard is stated in the dashboard before the Merchant starts. (b) Assisted. CIQRA's team does the migration as a Paid Service under a scope sheet.
5.2 Supported sources. CIQRA migrates only from the sources and for the data types named in the Wizard or a scope sheet. For other platforms CIQRA may offer only a readiness report, which tells the Merchant what can and cannot be moved and does not itself move data. A source or data type not named is not covered.
5.3 What a migration does not include. Unless a scope sheet lists it as a deliverable, a migration does not include: order history; customer passwords (they cannot be moved); customer addresses; coupons and discount rules, subscriptions and gift-card balances; app, plugin or theme data; reviews; design or theme work; custom integrations; products beyond the technical limits stated for the service (for example the number of option axes, images per product, file size and rows); and the download of media files from the source, where the tool records only their addresses. The Merchant must supply, or fetch and upload, anything that the tool does not move.
5.4 No guarantee of completeness. CIQRA does not guarantee that a migration from a third-party system is complete, error-free or lossless. The result depends on what the source system exports and on the quality and format of the data, which CIQRA does not control. Items may be skipped or refused (for example rows with an invalid or duplicate SKU), changed to fit CIQRA's data model, or lose formatting, relationships, metadata or custom fields. The dry-run and Handover Report show counts, skipped and refused items, and the Merchant must read them. A rule that is stated as a measurable acceptance check in a scope sheet (for example "the product count equals the report's number") is the standard that CIQRA delivers.
5.5 Merchant keeps its source and backups. Until the Merchant has verified the migrated data and the acceptance period has ended, it must keep its source system, hosting, DNS and data in place and keep its own backups and exports. CIQRA does not shut down the source, and does not become responsible for the source data. If the Merchant deletes or changes the source earlier, it does so at its own risk, and CIQRA is not liable for the resulting loss. CIQRA keeps the census, dry-run and Handover Report records for 12 months after acceptance so that a disputed item can be checked.
5.6 Verification and acceptance. The Merchant must verify the migrated data and the results on the preview and the live site, using the Handover Report, within 14 days of the Handover Report (the "Acceptance Period"), unless the scope sheet states a different period, in which case the period on the scope sheet applies. Within the Acceptance Period the Merchant must either sign off the Handover Report or dispute it in writing, stating the reason and naming the contested items.
5.7 Deemed acceptance. If the Merchant has neither signed off nor disputed the Handover Report by the end of the Acceptance Period, CIQRA reminds the Merchant in writing twice, at least 5 business days apart, stating the consequence. If the Merchant does not respond within 10 business days of the second reminder, the Handover Report is treated as signed off and the Paid Service as complete for the purposes of Section 3.8 of the Terms of Service. A Merchant that disputes the Handover Report in good time keeps the right to have defects in the contested items remedied. Use of the migrated data or site in live operation after the Acceptance Period is also acceptance of the items used.
5.8 Remedy. If the Merchant disputes a deliverable in good time, and the deliverable does not meet its acceptance check, CIQRA will correct it and report again within a reasonable time, or, if it cannot, the parties will agree a fair reduction in price or cancellation of that item. These are the Merchant's remedies for a defective deliverable, without prejudice to Section 9.3. The scope sheet states how a dispute is handled, and nothing in this Section reduces rights that mandatory law gives.
5.9 After acceptance. After acceptance, a claim that a deliverable is defective is limited to defects that the Merchant could not have found by a reasonable check in the Acceptance Period and must be notified in writing, without undue delay after the Merchant discovers them and in any event within 12 months of acceptance; defects that CIQRA knew of, or recorded in the Handover Report as "not met" or "not measured", are not subject to this limit. Anything beyond the scope sheet is a new change request.
6. No guarantee of SEO, ranking, traffic or sales
6.1 No outcome promised. CIQRA does not guarantee, and its Paid Services and tools do not promise, any result in search engines, AI answer engines, social media or advertising, including ranking, impressions, traffic, conversion, sales, return on ad spend or the preservation of the Merchant's present rankings after a migration or redesign. Such outcomes depend on factors outside CIQRA's control, including the algorithms and rules of third parties, competitors, the Merchant's content and the changes the Merchant makes.
6.2 Redirects and metadata. Where a scope sheet includes redirects or SEO metadata, the deliverable is the redirects and metadata, measured against the old URL list that the Merchant supplies. If the Merchant supplies no list, the match rate is reported as "not measured" and that is not a pass. CIQRA does not guarantee that a search engine will treat a redirect or metadata in any particular way or in any time.
7. Third parties and subcontractors
7.1 Third-party services. A Paid Service may involve third-party systems and services (source platforms, registrars, carriers, advertising and marketplace services, payment providers and AI providers). Their terms govern them, Section 9 of the Terms of Service applies, and CIQRA is not responsible for their acts, availability, rules or changes, except as Section 7.2 provides.
7.2 Named subcontractors. Where a scope sheet names a third party that carries out part of the work for CIQRA, CIQRA remains responsible to the Merchant for that work as for its own (Terms of Service Section 3.8), and CIQRA OÜ remains the Merchant's contracting party and invoices the service. This does not apply to a third party that the Merchant itself engages or contracts with.
8. Fees, payment and cancellation
8.1 As the scope sheet says. The price, price model (a fixed fee, an hourly rate with a cap, or a prepaid hour bank), payment terms, validity period of any hour bank, and the cancellation and refund rule for the service are stated in the scope sheet. CIQRA OÜ is not registered for VAT; Section 3.5 of the Terms of Service applies to taxes.
8.2 Refunds. As Section 3.8 of the Terms of Service provides, fees for a stage of a Paid Service that has started or has been delivered under an accepted scope sheet are not refunded, except where mandatory law requires it. For a stage that has not started, the cancellation and refund rule on the scope sheet applies. A cancelled engagement stops, and any refund is decided under that rule.
8.3 Late payment. Section 3.5(g) of the Terms of Service applies. CIQRA may pause the work while an invoice for the service is overdue.
9. Intellectual property, confidentiality and liability
9.1 Merchant Content. The Merchant keeps all rights in its content and data. CIQRA uses them only to perform the service (Terms of Service Section 5.2).
9.2 Deliverables and tools. On payment in full, the Merchant may use the deliverables created for it (for example configuration, pages and text) to operate its Storefront. CIQRA keeps its software, tools, templates, themes, methods and know-how, and the Merchant gets only the use rights in the Terms of Service (Sections 3.1 and 6). Third-party assets and licences are the Merchant's responsibility.
9.3 Liability. Sections 10, 11 and 12 of the Terms of Service apply to Paid Services and migration. CIQRA's liability for a Paid Service is subject to the cap in Section 11.2 of the Terms of Service and the exclusions in Section 11.1, and CIQRA is not liable for loss or damage of data to the extent that a copy kept under Section 5.5 would have avoided the loss (Section 11.1 of the Terms of Service applies to loss of data caused by CIQRA's breach), or for the Merchant's failure to verify under Section 5.6. In addition, CIQRA is not liable for a loss that the scope sheet excludes.
9.4 What is never limited. Nothing in this document excludes or limits CIQRA's liability for intent, for gross negligence, for fraud, for death or personal injury, or for anything that cannot be excluded or limited by law.
9.5 Confidential information. Each side keeps the other's non-public information confidential, uses it only for the service and discloses it only to those who need to know it and are bound to confidentiality. Credentials the Merchant gives are Confidential Information, and CIQRA deletes or returns them when the work ends.
10. Personal data
10.1 In a Paid Service or migration, CIQRA processes personal data in the Merchant Content as the Merchant's processor under the Data Processing Agreement. CIQRA keeps source files, exports and credentials only as long as the service needs them and, unless the scope sheet or the law says otherwise, deletes them when the service is complete or cancelled. The Merchant must not send special-category data or data that the service does not need.
11. Changes, law and general terms
11.1 Changes. CIQRA may amend this document under Section 14 of the Terms of Service. A change that is to a Merchant's disadvantage takes effect for an existing customer no earlier than 30 days after notice. A change never alters a scope sheet that the Merchant has already accepted.
11.2 Governing law and courts. This document is governed by the laws of the Republic of Estonia, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods. Subject to Section 15.5 of the Terms of Service, disputes between CIQRA and a Merchant are subject to the exclusive jurisdiction of Harju County Court (Harju Maakohus) in Tallinn, Estonia. Section 15 of the Terms of Service applies to disputes under this document, including Section 15.5 for a Merchant established in the United States, and this document does not depart from it.
11.3 Language. This document is drawn up in English, and the English version prevails over any translation, except where mandatory local law requires a version in another language to prevail for that market.
Contact: CIQRA OÜ, Veskiposti tn 2, 10138 Tallinn, Harju maakond, Estonia · info@ciqra.com