Customer Terms of Service

Last Modified:

May 16, 2024

Between "us", Thooja Limited, “Thooja”, and "you", Company

1.0 Services Rendered

1.1 Klaviyo Account Set-Up

Account Creation

We will create a new Klaviyo account for you.

Users & Permissions

You will provide a list of users and their permission levels that you would like added to your Klaviyo account. We will add each user to your Klaviyo account.

A member of the Thooja team will have the ‘Owner’ permission on your Klaviyo account. Upon completion of this scope of work and the receipt of the final payment, Thooja will transfer ownership of the Klaviyo account to one of your team member’s accounts, as specified by you.

Thooja is not responsible for any changes made to your Klaviyo account by non-Thooja team members. Thooja is not responsible for debugging or resolving any issues caused by such changes from non-Thooja team members.

Thooja may use the Activity Log within Klaviyo to determine who made such changes.


We will set up Klaviyo’s integration with Shopify, allowing data to sync between Klaviyo and Shopify.

The set-up of additional integrations for your Klaviyo account is not included in the scope of this work.


The set-up of or support for custom sources for your catalog on Klaviyo is not included in the scope of this work.

Data Feeds

The set-up of or support for data feeds on Klaviyo is not included in the scope of this work.


Thooja will create any coupons required for the flows included in this scope of work. The set-up of or support for additional coupons on Klaviyo is not included in the scope of this work.

Brand Library

Thooja is not responsible for uploading or managing images in your Brand Image Library on Klaviyo.


Thooja is not responsible for creating or managing tags in your Klaviyo account.


We will import any existing subscribers into your Klaviyo account, using a list you provide to us.

Lists & Segments

We will create up to 10 lists and up to 10 segments within your Klaviyo account.

The creation of additional lists or segments within Klaviyo is not included in the scope of this work.


The creation or support of custom reports within Analytics in Klaviyo is not included in the scope of this work.


We will set up your branding within Klaviyo.

Preference Pages

We will configure the form fields and design for the following Preference Pages:

  • Preferences
  • Preferences Confirmation
  • Unsubscribe
  • Unsubscribe Confirmation

The design of Preference Pages will have up to two rounds of revisions. Any additional revisions are not included in this scope of work and may incur an extra cost.

Any Preference Pages that are not listed above are not included in the scope of this work.

Sign-Up Forms

We will create up to two sign-up forms within Klaviyo. Each sign-up form will have up to two rounds of revisions. Any additional revisions are not included in this scope of work and may incur an extra cost.

The creation of additional sign-up forms is not included in the scope of this work.

Email Templates

We will create one email template that includes commonly-used blocks, also known as “Saved Blocks” within Klaviyo. We will design the following blocks:

  • Header block
  • Headings (H1, H2, H3) blocks
  • Body text block
  • Button block
  • Product block
  • Social Links block
  • Footer block

Each design will have up to two rounds of revisions. Any additional revisions are not included in this scope of work and may incur an extra cost.

The creation of additional email templates is not included in the scope of this work.

SMS Conversations

The set-up or support of SMS Conversations within Klaviyo is not included in the scope of this work.

New Klaviyo Features

If a new feature is launched in beta or to the public on Klaviyo after this contract is signed, the set-up of or support for such new features is not included in the scope of this work.

1.2 Klaviyo Flows

We will create the following flows within Klaviyo for you:

  • Welcome Flow
  • Abandoned Cart Flow
  • Customer Winback Flow
  • Post-Purchase Thank You Flow
  • Replenishment Flow 
  • Review Request Flow

Management and ongoing support for flows within Klaviyo are included in the scope of this work.

Logic for Flows

We will design the logic for each flow. You will have up to two rounds of revisions for the logic of each flow. Any additional revisions are not included in this scope of work and may incur an extra cost.

Email Design for Flows

We will design each email within each included flow. Each design will have up to two rounds of revisions. Any additional revisions are not included in this scope of work and may incur an extra cost.

Email Images for Flows

You will provide us with the images - uncompressed, in the highest-quality version available - for each email in each flow. We request that you use Dropbox for file sharing, as Dropbox does not compress the quality of uploaded files. We will add the images that you provide to us to each email within the included flows.

Email Copy for Flows

We will write the copy for each email within each included flow. Email copy will have up to two rounds of revisions. Any additional revisions are not included in this scope of work and may incur an extra cost.

Number of Emails & Unique Emails for Flows

We will create one or more unique emails for each flow. Flows may have a maximum number of unique emails that we can create as part of this contract. A unique email contains copy or media that no other email within your Klaviyo account contains.

Below are the maximum number of unique emails for each flow included in this contract:

  • Welcome Flow: 6 unique emails
  • Abandoned Cart Flow: 3 unique emails
  • Customer Winback Flow: 6 unique emails
  • Post-Purchase Thank You Flow: 3 unique emails
  • Replenishment Flow: 6 unique emails
  • Review Request Flow: 3 unique emails

Thooja will use its best judgment to decide on the number of unique emails that are suitable for each flow. In some cases, the actual number of unique emails in a created flow will be fewer than the maximum number of unique emails included in this scope of work.

A/B Testing

A/B testing (also known as split-testing) of flow emails is included in the scope of this work.

1.3 Klaviyo Campaigns

The creation of or management of email campaigns for you is not included in the scope of this work.


For each of the flows included in this scope of work, Thooja will test the emails in each flow on both desktop and mobile. This is to ensure each email’s design renders correctly and elements within the email function as expected.


We can record up to 30 minutes of training content for your Klaviyo account. To avail of our training, you must send a list of items that you would like to be trained on. This list must be sent before the launch of your Klaviyo flows. Under the scope of this work, new training content cannot be made for your Klaviyo account if the request is made after the launch of your Klaviyo flows.


Once both parties are satisfied that the Klaviyo work outlined in the scope of work has been completed, you will send us an email stating that you would like us to launch your flows. We will “launch” your flows and confirm that we have done by sending you an email confirmation.

After the “launch” of your flows, we will no longer make changes to your flows outside of our Post-Launch Email Support, outlined below.

Post-Launch Email Support

We will provide up to one hour of post-launch email support for your Klaviyo flows. Calls are not included in our post-launch support.

We will track the time spent providing you with support and will inform you when your one hour is consumed. Beyond this one hour of email support, we will not be available to answer questions about your Klaviyo account.

For additional support for your Klaviyo account, we offer support packages - please request a quote if you would like to avail of this service.

Fixed-Project Scope Changes

We know from experience that fixed-investment contracts are rarely beneficial to you, as they often limit you to your earliest ideas. We don’t want to limit your ability to change your mind or make decisions later when you might be better informed. The investment in this contract is based on the length of time we estimate we’ll need to accomplish everything you’ve told us you want to achieve, but we’re happy to be flexible. If you want to change your mind or add anything new, that won’t be a problem. Please email us, and we’ll provide a separate estimate to cover the additional work. We are unable to reduce the scope of the project once it has been agreed upon and the work has started.


We shall provide the services as described in this agreement in a good and workmanlike manner and in accordance with the best industry practice. While we strive to deliver work that is of exceptional quality, we can’t guarantee that our work will be error-free (we’re human!). As such, we can’t be liable to you or any third party for damages, including lost profits, lost savings, or other incidental, consequential or special damages, that are associated with our work even if you’ve advised us of them.

2.0 Mutual Cooperation

We agree to use our best efforts to fulfil and exceed your expectation of the deliverables listed above. You agree to aid us in doing so by making available to us needed information about your website and to cooperate with us in expediting the work.

You agree to give Thooja Super Admin access to any accounts, including but not limited to [Klaviyo], Google Analytics, Google Search Console and Shopify, as required for our engagement. Thooja will use this access to enable Thooja to deliver services as outlined in the agreement.

Thooja and you agree that punctuality and effective communication are essential and will respond to correspondence within three business days unless otherwise agreed.

3.0 Charges for Services Performed

Functionality or feature requests above and beyond those listed in the budget and/or the Services Rendered section may be considered out-of-scope, and an amendment to the budget will be recommended. Projects that go dormant for longer than 45 days will incur a fee to resume work at the discretion of Thooja. We will notify you before the 45 days to give you every opportunity to resume your engagement in the project.

4.0 Terms of Payment

4.1 Billing Schedule

We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. We’re also sure you’ll want to maintain a positive working relationship and keep the project moving forward, so you agree to stick tight to the following payment schedule.

The monthly investment for this project is [monthly_investment] (plus VAT).

At the point of this signed contract agreement, Thooja will invoice you for

  • The prorated amount of the retainer for the current month
  • The retainer for the first whole month
  • A deposit, equal in amount to the monthly retainer (which we will use to pay for the last month 

Going forward, Thooja will invoice you for 100% of the monthly retainer on the 1st working day of every month.

VAT is required, and we will charge VAT on every invoice at 23%.

We accept payment via bank transfer. We’ll send you our bank information once you have signed this contract, which is your acceptance of the terms of this contract.

4.2 Your Agreement to Pay

You agree to promptly pay our initial (1st) invoice upon receipt, which will act as a deposit for the project. Every invoice after that will have 30-day payment terms. If payment is not made within 30 days, Thooja will charge a late payment fee of 5% per month on any overdue and unpaid balance not in dispute to cover the manpower, interest, and other costs Thooja pays for carrying overdue invoices from you. Thooja also reserves the right to stop work until payment is received.

4.3 Additional Costs

  • You will pay for any subscription costs required as per the Services Rendered (e.g. subscriptions for Klaviyo)

4.4 Collection Costs

If we incur legal fees, costs, and disbursements to collect our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.

5.0 Cancellation of Plans

You have the right to modify, reject, cancel, or stop any plans or work in process. However, you agree to reimburse us for all costs and expenses we incurred before your change in instructions, which relate to non-cancelable commitments, and defend, indemnify, and hold us harmless for any liability relating to such action. We agree to use our best efforts to minimise such costs and expenses.

6.0 Responsibilities of Thooja and You

6.1 Our Responsibility for Releases

We shall obtain releases, licenses, permits or other authorisation to use testimonials, copyrighted materials, photographs, artwork, or any other property or rights belonging to third parties obtained by us for use in performing services for you (if applicable).

6.2 Your Responsibility for Releases

You guarantee that you own all elements of text, images, or other artwork you provide or that you have permission to use them.

Then when this contract has expired, the copyright will be automatically assigned as follows:

  • You’ll own the visual elements we create for this project. We’ll give you the source and finished files; you should keep them somewhere safe as we’re not required to keep a copy. You own all elements of text, images, and data you provided unless someone else owns them.
  • We’ll own the unique combination of these elements that constitutes a complete design, and we’ll license that to you, exclusively and perpetually, for this project only, unless we agree otherwise. We can provide a separate estimate for that.

6.3 Your Responsibility for Accuracy

You shall be responsible for the accuracy, completeness, and propriety of information concerning your products and services, which you furnish to us verbally or in writing in connection with the performance of this Agreement.

7.0 Confidentiality

Thooja acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by Thooja on behalf of you or disclosed by you to Thooja.

8.0 Limit of Liability, Illness, and Injury

  1. In the unlikely event that Thooja cannot perform the Agreement due to illness, injury, or other unforeseen circumstances beyond our control, we will not be liable for costs over the amount you have paid. Thooja shall refer you to another professional email marketing agency or Klaviyo Partner to perform the Agreement and will work in good faith to find the best replacement agency for the Agreement. Thooja shall not be responsible for the services provided by any such replacement agency, and Thooja shall not be liable for any damage or injury sustained by you if any such replacement agency retained by you fails in whole or in part to perform the Agreement. Thooja shall have no further liability to the agreement. This limitation of liability will also apply if digital media or copy are lost through device malfunction or otherwise damaged or lost without the fault of Thooja.
  2. Thooja has methods to prevent loss or damage to digital media or copy. However, there is the unlikely possibility that media may be lost, stolen or destroyed for reasons beyond Thooja’s control. In these circumstances, liability is limited to the return of fees paid or part thereof according to the percentage of content supplied.
  3. Neither party shall be liable for indirect or consequential loss.
  4. Thooja is a Klaviyo Partner certified to provide Klaviyo-related services. Thooja is a separate entity from Klaviyo, and you are expected to agree to the Klaviyo Terms and Conditions as required directly by Klaviyo. This agreement is not an amendment to any Terms of Service or any other agreement between you and Klaviyo. Thooja shall be in no way liable for services provided by Klaviyo.

9.0 Term and Termination

9.1 Period of Agreement and Notice of Termination

This Agreement shall become effective as of [contract_start_date] and shall continue until terminated by either party upon not less than 30 days' notice in writing given by either party to the other.

Upon receiving written notice, we will use your deposit to pay for the retainer of your final billing month.

9.2 Termination for Cause

Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default are not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within the said period unless the defaulting party commences cure within the said period and diligently proceeds to cure the default.

Either party also may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction if the other party makes an assignment for the benefit of creditors if a trustee or similar agent is appointed for any property or business of the other party, or in the case of you, if youmaterially breaches its obligations to make payment under this Agreement.

9.3 Payment for Non-cancelable Materials

Any non-cancelable materials, services, etc., we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography, and/or external services) shall be paid for by you, by the provisions of this Agreement. We agree to use our best efforts to minimise such liabilities immediately upon your written notification. Upon your request, we will provide written proof that any such materials and services are non-cancelable.

9.4 Materials Unpaid For

If upon termination there exist any materials furnished by us or any services performed by us for which you have not paid us in full, until you have paid us in full you agree not to use any such materials, in whole or in part, or the product of such services.

9.5 Transfer of Materials

Upon termination of this agreement provided that there is no outstanding indebtedness then owing by you to Thooja, Thooja shall transfer, assign and make available to you all property and materials in its possession or control belonging to you. You agree to pay for all costs associated with the transfer of materials.

9.6 Obstruction of Progress

If you “obstruct” the progress of a project or contract with Thooja, then we will be entitled to give you 14 days written notice of the contract being terminated. If you do not satisfactorily remedy the cause(s) of the obstruction within the 14-day notice period, then we will have the right to terminate the contract. In such an event, we will invoice you for the total value of work carried out to date.

10.0 General Provisions

10.1 Governing Law

This Agreement shall be governed and construed by the laws of the Republic of Ireland.

10.2 Representations and Warranties

The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and perform all of their obligations hereunder without violating any third party's legal or equitable rights.

10.3 Entire Agreement

Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.

10.4 Severability

If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions will remain in full force and effect.

10.5 Usage Rights

  1. In agreeing to these terms, you are permitting Thooja to display a short selection of the best visual imagery, website design, copy or social media content covered by this contract to promote our business in advertising, brochures, magazine articles, websites, and social media. Thooja will only use images that we feel positively portray you.
  2. It is the responsibility of you to notify and seek the permission of all parties included or represented in visual or written content.
  3. You accept that all digital media from any Thooja services will be securely stored for the duration of the agreement. After the agreement, any digital assets should be maintained by you unless agreed in writing.
  4. You grant Thooja consent to use digital imagery or copy created by Thooja as part of this agreement for editorial, competition, advertising and any other purpose.

11.0 Acceptance of Contract and Signatures

Both Thooja and you agree to the terms of this Contract. By signing this contract, you hereby agree to enter into a contract with Thooja as detailed above. Thooja reserves the right to amend the terms of this Contract without prior notice.