ShopTrade Pte. Ltd. — Managed Services Agreement
This Managed Services Agreement ("Agreement") is made and entered into as of [EFFECTIVE DATE] (the "Effective Date"), by and between ShopTrade Pte. Ltd., a private limited company with its principal office located at 160 Robinson Road, #14-04, Singapore Business Federation Center, Singapore 068914 (the "Company"), and Mehr Vision Inc., a company incorporated under the laws of the Province of British Columbia, Canada under incorporation number BC1581933, with its principal office located at [CLIENT REGISTERED ADDRESS] (the "Client").
Any capitalized term used herein shall have the meaning given to it in the Agreement unless expressly noted otherwise.
The terms and conditions of this Agreement shall be ongoing and will apply to each business transaction between the parties for the provision of Services by the Company.
1. Services
1.1 Statement of Work
During the term of this Agreement, the Company shall perform the services described in one or more Statements of Work (the "Services"). Each statement of work shall be mutually agreed upon and signed by both parties (each a "Statement of Work") substantially in the form attached hereto as Exhibit A. The Company shall determine the manner and means of performing the Services and shall perform the Services in accordance with the schedule set forth in the applicable Statement of Work. Notwithstanding the foregoing, the Client acknowledges and agrees that the schedule set forth in any Statement of Work is an estimate only for what is stated and is subject to change if the scope of the Services is amended, except where that Statement of Work expressly provides otherwise.
1.2 Change Orders; Conflicts
In the event either Company or Client requires a change to the Statement of Work, the requesting party shall provide a written proposal outlining the proposed change ("Change Order"). In the event a Change Order is agreed to in writing by both Company and Client, both Company and Client acknowledge that the Change Order may alter the delivery and fee schedule as set forth in the Schedule of Work. No Change Order will be binding upon either Company or Client unless said Change Order is in writing. Writing for purposes of this Section 1.2 of this Agreement shall include either a written document/amendment signed by an authorized agent of both Company and Client, an email with the Change Order which has been confirmed in writing by both Company and Client or through another method as mutually agreed by the parties. The terms of this Agreement shall govern any Change Order.
1.3 Client Assistance
Client shall provide Company with such resources, information, and assistance as Company may reasonably request in connection with the performance of the Services. Without limiting the generality of the foregoing, in the event the Services are provided on Client's premises, Client shall provide safe and adequate space, power, network connections, materials, secretarial assistance, CPU time, access to its hardware, software, and other equipment, assistance from qualified personnel familiar with Client's hardware, software and data processing requirements and other resources as reasonably requested by Company, whether requested during regular business hours or otherwise. The Client acknowledges and agrees that the Company's ability to successfully perform the Services in a timely manner is contingent upon its receipt from the Client of the information, resources, and assistance requested. Company shall have no liability for deficiencies in the Services resulting from the acts or omissions of Client, its agents or employees or performance of the Services in accordance with Client's instructions.
1.4 Client Materials
The Client acknowledges that in order to perform the Services, the Company may require access to certain Client hardware, software, or other information or material of Client or Client's suppliers ("Client Materials"). Accordingly, except to the extent prohibited under any third-party license from Client's suppliers, Client hereby grants to Company a non-exclusive, non-transferable license to use the Client Materials as necessary for Company to perform the Services for Client. The Company must return Client Materials 48 hours upon written request by the Client.
2. Fees and Payment
2.1 Fees
In consideration of the rights granted and services provided by Company hereunder, subject to the terms and conditions of this Agreement and the applicable Statement of Work, Client hereby agrees to pay Company all fees due pursuant to Statements of Work entered into hereunder, as set forth in this Section 2. Unless expressly specified otherwise in writing, all Services shall be performed at the Company's then-current time and materials rates as noted in the Statement of Work, or at the fixed fee stated in the applicable Statement of Work, and nothing in this Agreement shall be deemed to imply an agreement for the completion of Services at a different price or rate. All fees generated from Services performed by Company shall be considered earned as work is performed. All fees due hereunder are non-refundable and are not contingent on any additional services or products to be provided unless expressly provided otherwise in the applicable Statement of Work.
2.2 Costs and Expenses
Unless expressly provided otherwise in the applicable Statement of Work, Company will be solely responsible for all expenses incurred by the Company or any of its employees or agents in connection with performing the Services or otherwise performing its obligations under this Agreement. The Client shall reimburse Company in the normal course of business for any costs and expenses the Company advances if the Client has agreed to such.
2.3 Payment Terms
Payment is due upon receipt of the invoice and will follow the detailed payment structure outlined in Exhibit A: Statement of Work.
3. Ownership; License
3.1 Definitions
Work Product: This refers to (a) the items provided by the Company to the Client under this Agreement, including items specifically designated or characterized as deliverables in a Statement of Work ("Deliverables"), and (b) all Intellectual Property, at any stage of development, that the Company conceives, creates, or develops in connection with performing the services, along with all tangible outputs (such as models, presentations, prototypes, reports, and samples) embodying that Intellectual Property.
Intellectual Property (IP): IP refers to a wide range of creative and technical work, including algorithms, APIs, databases, designs, diagrams, documentation, software code (source code, object code), inventions, logos, and other similar forms of technology.
Intellectual Property Rights: These are the legal rights related to Intellectual Property, including copyrights, trademarks, patents, trade secrets, and other similar proprietary rights, which may exist or be created in any jurisdiction worldwide.
3.2 Client Property
The Client owns all Intellectual Property Rights in any materials or Intellectual Property provided to the Company by the Client under this Agreement (referred to as "Client Property"). If any Work Product is expressly agreed upon as the property of the Client (referred to as "Assigned IP") in the applicable Statement of Work, the Company will assign to the Client all rights, title, and interest in such Assigned IP. However, this excludes any Company Property or pre-existing intellectual property not expressly transferred as part of this Agreement.
3.3 Company Property
Except as otherwise stated in Section 3.2, the Company retains ownership of all Intellectual Property Rights in any pre-existing intellectual property, tools, methodologies, or proprietary information developed by the Company before or independently of this Agreement (referred to as "Company Property"). The Company will retain a non-exclusive right to continue using any such Company Property or pre-existing elements incorporated into the Work Product for its own business purposes.
3.4 Ownership of Work Product
Upon full payment for services, the Client will own all rights, title, and interest in the Work Product delivered by the Company. This includes the right to use, modify, reproduce, distribute, and sublicense the Work Product without any further involvement from the Company. While the Client will also receive ownership of any pre-existing intellectual property or tools developed independently of this Agreement and used in creating the Work Product, the Company retains a non-exclusive right to continue using those pre-existing elements for its own purposes. All new work specifically created for the Client under this Agreement becomes the Client's sole property upon delivery and payment.
3.5 Third Party Technology
The parties acknowledge that certain intellectual property licensed or obtained by Company from third parties (collectively, "Third Party Technology") may be used by Company in the performance of Services and may be included in the Deliverables, provided to Client, including, but not limited to, software code licensed under the GNU GPL or LGPL license or similar "open source" licenses. The Company will conduct all reasonable due diligence to assure that its use of Third Party Technology is in compliance with all applicable laws and regulations. If additional Third Party Technology is required in the performance of the Services, the Client agrees there may be additional associated costs charged to it for such technology.
3.6 Portfolio Display
The Company may display parts of the Work Product, including screenshots or design elements, in its portfolio or for promotional purposes without obtaining prior approval from the Client. However, if the Client requests removal of the Work Product at any time, the Company will comply and remove it within 48 hours. No code snippets or proprietary technical details will be displayed.
4. Warranties
4.1 Limited Warranty
The Company warrants to the Client that (a) the development services will be performed in a professional manner consistent with industry standards and (b) the deliverables, if applicable, will materially conform to the agreed-upon specifications, requirements, and terms outlined in the applicable Statement of Work and this Agreement. For flat-rate projects, no refunds will be issued for completed work. Any modifications or corrections requested after project completion, beyond the scope of the original agreement, will be charged additionally, as outlined in the applicable terms.
4.2 Post-Project Support
The Company will provide a complimentary support period of 30 days to address any bug fixes or issues related to the original scope of work, running from the project's launch unless the applicable Statement of Work provides otherwise. Beyond this period, any work performed, including additional changes or bug fixes, will be charged unless otherwise specified in the applicable agreement.
4.3 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND ANY DELIVERABLES ARE PROVIDED "AS IS," WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. EACH PARTY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE OR COURSE OF DEALING. UNLESS AGREED TO OTHERWISE, COMPANY DOES NOT WARRANT THAT THE SERVICES OR THE DELIVERABLES WILL MEET CLIENT'S REQUIREMENTS.
5. Indemnification
5.1 Company Indemnification
Company will defend and indemnify any claim, suit, action, or proceeding ("Claim") against Client brought by a third party to the extent that such Claim is based upon an allegation that Client's use of Assigned IP or Licensed IP (collectively, "Provided IP") (excluding Client Materials and Third-Party Technology) infringes upon or misappropriates a Canadian Intellectual Property Right and Company shall indemnify and hold Client harmless from and against any and all liabilities, losses, damages, costs, and other expenses (including attorneys' and expert witnesses' costs and fees) arising from or relating to such Claim.
If any Provided IP becomes, or in Company's opinion is likely to become, the subject of an infringement claim, Company shall, at its option, either (i) procure for the Client the right to continue using the Provided IP as contemplated by this Agreement, (ii) replace or modify the Provided IP in whole or in part, to seek to make the Provided IP (as so modified or replaced) non-infringing while providing materially equivalent features and functionality, or (iii) accept return of the Provided IP, terminate Client's rights to the Provided IP and give Client a refund of the fees paid by Client for the Provided IP upon such return, computed according to a thirty-six (36) month straight-line amortization schedule beginning on the date the Provided IP was delivered to Client.
Notwithstanding the foregoing, Company will have no obligation under this Section or otherwise with respect to any infringement claim arising out of or relating to:
- Any failure to timely implement any modifications, upgrades, replacements, or enhancements made available to the Client;
- Any use of the Provided IP not in accordance with this Agreement or for purposes not permitted by Company;
- Any use of the Provided IP in combination with other products, equipment, software, system, materials, or data not supplied or authorized in writing by Company;
- Any modification of the Provided IP by any person other than Company.
5.2 Client Indemnification
Client shall indemnify, defend and hold harmless Company and its Subcontractors and Affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, a "Company Indemnitee") from and against any and all Losses incurred by any Company Indemnitee in connection with any Action by a third party (other than an Affiliate of a Company Indemnitee) arising out of or relating to:
- Client Materials or Company's use thereof in accordance with this Agreement except in cases of fraudulent or grossly negligent conduct;
- Company's compliance with any specifications or directions provided by or on behalf of Client to the extent prepared without any contribution by Company; or
- Any allegation of facts that, if true, would constitute Client's breach of any of its representations, warranties, covenants or obligations under this Agreement.
5.3 Indemnification Procedure
Each party shall promptly notify the other party in writing of any Claim for which such party believes it is entitled to be indemnified pursuant to Section 5.1 or Section 5.2, as the case may be. The party seeking indemnification (the "Indemnitee") shall cooperate with the other party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall immediately take control of the defense and investigation of such Action and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee's failure to perform any obligations under Section 5.3 will not relieve the Indemnitor of its obligations under this Section 5 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.
THIS SECTION 5 SETS FORTH THE CLIENT'S SOLE REMEDIES AND THE COMPANY'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF (INCLUDING THE SOFTWARE) INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT.
6. Confidentiality
6.1 Definition
"Confidential Information," as used herein, shall mean the terms and conditions of this Agreement and all information related to a party's business, financial affairs or operations, including but not limited to information related to business plans, technology, source code, product or service development plans, pricing, techniques and methods, which is either marked as confidential or with a similar legend or, if disclosed orally, is confirmed as confidential in writing to the receiving party within thirty (30) days following disclosure. Deliverables shall not be considered Confidential Information of the Company.
6.2 Obligations
Each party agrees, during the Term and for a period of two (2) years thereafter, that it will (a) hold the other party's Confidential Information in confidence using the same standard of care as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; (b) not disclose the Confidential Information of the other to any third party without the other's prior written consent, except as expressly permitted under this Agreement; and (c) limit access to the other's Confidential Information to those of its employees or agents having a need to know who are bound by confidentiality obligations at least as restrictive as those set forth herein.
Notwithstanding the foregoing, (i) either party may make disclosures as required or requested by a court of law or any governmental entity or agency, provided that such party provides the other with reasonable prior notice to enable such party to seek confidential treatment of such information; and (ii) either party may disclose the terms and conditions of this Agreement solely to potential investors, acquisition partners and its legal counsel and accountants in connection with a proposed financing or acquisition, provided that each such third party is bound by confidentiality obligations at least as restrictive as those set forth herein.
6.3 Exclusions
The restrictions on the use and disclosure of Confidential Information shall not apply to any Confidential Information, or portion thereof, which (a) is or becomes publicly known through no act or omission of the receiving party; (b) is lawfully received from a third party without restriction on disclosure; (c) is already known by the receiving party at the time it is disclosed by the disclosing party, as shown by the receiving party's written records; or (d) is independently developed by the receiving party without reference to the other's Confidential Information, as shown by the receiving party's written records.
6.4 Injunctive Relief
Each party acknowledges that a breach or threatened breach of this Section 6 would cause irreparable harm to the non-breaching party, the extent of which would be difficult to ascertain. Accordingly, each party agrees that, in addition to any other remedies to which a party may be legally entitled, the non-breaching party shall have the right to seek immediate injunctive or other equitable relief in the event of a breach of this Section 6 by the other party or any of its employees or agents.
7. Term and Termination
7.1 Term
The term of this Agreement shall commence on the Effective Date and shall continue until terminated as set forth herein (the "Term"). The term of each Statement of Work shall be set forth in the Statement of Work.
7.2 Termination
Unless specified otherwise in the applicable Statement of Work, Client may terminate this Agreement or any uncompleted Statement of Work at any time upon at least thirty (30) days' prior written notice. Company may terminate this Agreement or any uncompleted Statement of Work then in effect upon at least thirty (30) days' prior written notice. Either party may terminate the Agreement and all uncompleted Statements of Work by written notice in the event the other party is in material breach of any obligation under this Agreement or any Statement of Work, which default is incapable of cure or which, being capable of cure, has not been cured within thirty (30) days after receipt of notice of such default.
Notwithstanding the foregoing, Company may also terminate this Agreement and all uncompleted Statements of Work immediately upon written notice in the event (a) Client fails to pay any amounts payable hereunder within ten (10) days after receiving written notice from Company that payment is due, or (b) Client breaches any provision in Sections 3, 6, or 9. The termination or expiration of a single Statement of Work shall not cause the automatic termination of any other Statement of Work.
7.3 Effect of Termination
Upon the expiration or termination of this Agreement, (a) each party shall return the other's Confidential Information in its possession or control, and (b) all amounts owed to Company under this Agreement which accrued before such termination or expiration, for Services and Deliverables that have been accepted by Client in accordance with the applicable Statement of Work, will be immediately due and payable. Sections 2 (Fees and Payment), 3 (Ownership; License), 4.3 (Disclaimer), 5 (Intellectual Property Indemnification), 6 (Confidentiality), 7.3 (Effect of Termination), 8 (Limitation of Liability), 9 (Non-Solicitation) and 10 (General) will survive the expiration or termination of this Agreement for any reason. Upon the termination of this Agreement, Company will provide reasonable industry standard assistance to Client for the transition of Services and Deliverables in accordance with Client's reasonable requirements.
8. Limitation of Liability
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE DELIVERABLES OR ANY SERVICES PROVIDED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT OR ANY STATEMENT OF WORK, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID TO COMPANY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY.
9. Non-Solicitation
Client recognizes that the employees and independent contractors of Company constitute a valuable asset of Company. Client further recognizes that Company's hiring and training of employees and independent contractors represent a large financial outlay for Company. For the term of this Agreement and a period of 2 years thereafter, Client agrees not to directly or indirectly solicit, induce or otherwise cause any employee or contractor of the Company to break its relationship with the Company.
10. General
10.1 Governing Law and Pre-Suit Dispute Resolution
This Agreement shall be governed by the laws of Singapore without regard to its principles of conflicts of law. The parties expressly agree that any dispute related to this Agreement shall be subject to non-binding mediation, with a neutral party serving as mediator, prior to commencing any litigation. If such mediation does not resolve the dispute after 30 days, either party may commence litigation. The courts in Singapore shall have exclusive jurisdiction over any dispute related to this Agreement.
10.2 Relationship of Parties
The relationship of the parties established under this Agreement is that of independent contractors and neither party is a partner, employee, agent or joint venture partner of or with the other, and neither party has the right or authority to assume or create any other obligation on behalf of the other party.
10.3 Assignment
Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, whose consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may assign its rights and obligations under this Agreement to a parent, affiliate, or subsidiary, or to a successor, whether by way of merger, sale of all or substantially all of its assets or stock or otherwise. Any attempted assignment of this Agreement not in accordance with this subsection shall be null and void.
10.4 Notices
All notices, requests, consents, claims, demands, waivers and other communications under this Agreement and Statements of Work must be delivered in writing by courier, by email, by electronic facsimile (fax), or by certified or registered mail, (postage prepaid and return receipt requested) to the other party at the address or email address set forth on the cover page of this Agreement, and will be effective upon receipt if sent by courier or on receipt if sent by fax or on the date sent by e-mail (with confirmation of transmission), if sent during normal business hours of the recipient, and on the next business day, if sent after normal business hours of the recipient or three (3) business days after being deposited in the mail as required above, whichever occurs sooner. Either party may change its address by giving notice of the new address to the other party.
10.5 Force Majeure
Neither party shall be liable for any breach of the Agreement, other than any default in payment obligations, for any delay or failure of performance resulting from any cause beyond such party's reasonable control, including but not limited to the weather, civil disturbances, pandemics, epidemics, acts of civil or military authorities, or acts of God.
10.6 Severability
If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions of this Agreement will continue in full force and effect.
10.7 Waiver
Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
10.8 Headings
The headings used for the sections of this Agreement are for information purposes and convenience only and in no way define, limit, construe or describe the scope or extent of the sections.
10.9 Entire Agreement
This Agreement and its exhibits and Statements of Work constitute the entire agreement between the parties with regard to the subject matter hereof. No oral or written representation that is not expressly contained in this Agreement is binding on Company or Client. No amendment to this Agreement or any Statements of Work shall be binding on either party unless in writing and signed by both parties.
10.10 Counterparts
This Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which shall be deemed one and the same instrument. Electronic signatures shall be as valid as handwritten signatures.
By signing below, the parties agree to the terms and conditions of this Agreement, including without limitation any schedules or exhibits attached hereto.
Company
ShopTrade Pte. Ltd.
Client
Mehr Vision Inc.
Exhibit A
Statement of Work
This Statement of Work (SOW) outlines the agreement between ShopTrade and Mehr Optic for the design and build of a Shopify storefront for its direct-to-consumer prescription eyewear brand. It covers two modules delivered as one project: the design and development of the storefront, and the store setup and third-party integrations required to trade on it. This document sets out the deliverables, budget, and timeline.
Mehr Optic sells prescription eyewear direct to consumers. The build covers a branded Shopify storefront, the LensAdvisor configurator, and a direct integration with the in-house lab, delivered as a single connected platform rather than a collection of separate systems. Together the two modules deliver a complete, launch-ready store, with LensAdvisor integrated, the lens flow fully set up, and lab integration in place for fulfillment.
1. Storefront Design & Development
ShopTrade designs and builds the new Shopify storefront: a single responsive theme on standard Online Store 2.0 architecture, designed around how customers browse and shop for eyewear. The subsections below cover theme and design, the core layout, the full site architecture, and the process by which they are delivered.
1.1 Theme & Design
Theme, brand, and page design work that carries into development.
| Deliverable | Description |
|---|---|
| Theme Selection | ShopTrade shortlists two to three Shopify themes suited to an eyewear brand, with clean product presentation and a product page that supports the lens flow, and recommends one. The final pick is made together with the Mehr Optic team before design begins. |
| Web Guidelines | Design guidelines set up front, defining the site's visual direction, layout system, and navigation logic before any page is designed. This governs the build instead of assembling pages ad hoc. |
| Page Designs | Every key page is designed in Figma before development. Designs are reviewed, approved, and locked, and the built site matches them exactly. |
1.2 Core Layout
The shared structure that appears across every page.
| Deliverable | Description |
|---|---|
| Header | Logo, main navigation, search, account, and cart, giving customers a clear path into the shop from any page. |
| Navigation | A clear menu structure that organizes the product range alongside the informational and support pages. |
| Footer | A unified footer covering shop, support, company, and legal links. |
1.3 Site Architecture
The full set of pages and templates that make up the storefront.
| Page / Template | Description |
|---|---|
| Homepage | Brand storytelling, featured frames and collections, a how-it-works path, and clear routes into the shop. |
| Collection Page | Three collection templates:
|
| Product Page | Two product templates:
|
| Lens Flow Widget | The LensAdvisor lens-building widget on the prescription product page, styled to match the storefront design. Full configuration and lab setup are included and covered in section 2. |
| About Us | The brand story, values, and what makes the eyewear range distinct. |
| FAQ | Answers to common questions on ordering, shipping, returns, and support. |
| Contact Us | A contact form and support details for pre- and post-purchase questions. |
| Blog & Articles | Editorial articles and guides that support SEO and educate customers. |
| Policies & Other | Privacy, shipping, returns, and prescription policy pages, plus any other informational pages. |
The final page list is confirmed with Mehr Optic during the design phase. The list above reflects the proposed structure and is refined before designs are locked.
1.4 Process
Weeks are counted from the project start date defined in section 5.1.
| Phase | Timing | Description |
|---|---|---|
| Discovery | Week 1 | A short kickoff call to confirm requirements, workflows, and final scope before the build begins. |
| Branding | Week 1 | Palette, typography, and brand assets are confirmed up front, so the storefront is built to the brand from day one. |
| Design | Weeks 2 to 3 | Every key page and flow is designed and approved before development begins. |
| Development | Weeks 4 to 6 | The storefront and its integrations are built and configured, with testing throughout. |
| Testing | Week 7 | Functional, usability, and end-to-end testing across the storefront and its integrations, on desktop and mobile. |
| Review & Launch | Week 8 | A final review, then go-live, with the store and documentation handed over. |
2. Store Setup & Third-Party Integrations
ShopTrade integrates and configures everything the storefront needs to operate: LensAdvisor as the core prescription configurator connected to the in-house lab, the supporting apps, and every Shopify setting. The subsections below cover the store setup and the integrations, all configured under the store's own account.
2.1 Store Setup
ShopTrade handles the full Shopify store setup under the store's own account, ensuring the store is ready for launch. This includes shipping via carrier accounts or Shopify's native rates, tax settings including zero-rated and taxable product categories as specified by Mehr Optic, payment providers configured and tested at checkout, domain and DNS, email notifications, staff accounts, policies, and legal pages.
Any additional configuration needed for a clean, launch-ready store is included.
2.2 Third-Party Integrations
The apps recommended to launch with. The choice is Mehr Optic's, and more can be added as the store grows.
| App | Cost | Description |
|---|---|---|
| LensAdvisor | Free 6 months | LensAdvisor is ShopTrade's own prescription configurator, set up end to end and handed over ready to run.
|
| As part of building with ShopTrade, Mehr Optic receives six months of the LensAdvisor Pro plan at no charge, after which the plan continues at standard LensAdvisor pricing, set out at lensadvisor.com/pages/pricing. The LensAdvisor lab portal (LMS) is included where the lab runs a machine LensAdvisor supports. Where the lab runs a machine LensAdvisor does not currently support, the LMS is charged at USD $199 per month. | ||
| Virtual Try-On | Paid | ShopTrade recommends Fittingbox Virtual Try-On, which integrates directly with LensAdvisor, and sets it up on the store. Pricing is set by Fittingbox and shown at apps.shopify.com/glasses-virtual-try-on-by-fittingbox. Frames carried by Mehr Optic that are not already in Fittingbox's Digital Frame Database require 3D digitization by Fittingbox before they can be tried on. |
| Klaviyo | Free / Paid | Email marketing. ShopTrade handles the full setup, including the core flows such as welcome series and abandoned cart. Installed only if Mehr Optic chooses to use it. |
| Judge.me | Free / Paid | Product reviews. ShopTrade handles the full setup. Installed only if Mehr Optic chooses to use it. |
3. Ownership, IP & Portability
| Commitment | Description |
|---|---|
| Full IP Transfer | On final payment, ShopTrade hands over all custom theme code, configuration, and documentation to Mehr Optic outright. |
| Mehr Optic's Shopify Account | ShopTrade builds the store on a development store, then transfers it in full into Mehr Optic's own Shopify account, where every app subscription is set up in Mehr Optic's name. |
| Standard Architecture | The store is built on standard Online Store 2.0 theme architecture, with no proprietary frameworks or page builders, so any Shopify developer can take it over. |
| Portable Data | Lens, index, and coating data is stored in Shopify metafields through LensAdvisor's built-in option, keeping it accessible for a future move to a custom engine. This uses LensAdvisor's standard functionality as offered, with no custom work to amend the workflow. |
| Handover Documentation | At handover, ShopTrade provides documentation sufficient for another developer to maintain the build. |
4. Budget
4.1 Fixed Fee
The total budget for the project is CAD $15,000, covering all ShopTrade services in this Statement of Work. This is a one-time fixed fee. Third-party costs, such as app subscriptions, theme licenses, and Shopify plan fees, are not included in this fee and are paid by Mehr Optic directly.
The fee is quoted as a single figure for the project as a whole rather than itemized by workstream. The modules in this Statement of Work are delivered as one connected build, and the storefront, the store setup, and the integrations depend on each other throughout, so pricing them separately would not reflect how the work is done or what is being bought. The engagement is priced against one outcome, a Shopify store built and launched, and it is complete when the store is live.
4.2 Scope Changes
The fixed fee holds for the scope described in this Statement of Work. The final page list and templates are settled during the design phase, and the requests, refinements, and back and forth of that phase are part of the work and do not change the price.
Once the designs are approved and locked, a change order arises only where a request materially departs from them, for example reworking an approved page, adding a page or flow that was not part of the agreed design, or adding an integration or workflow not set out above. Smaller adjustments after lock remain part of the work. Where a change order does arise, it is quoted as a fixed price where the scope allows, and otherwise charged at CAD $100 per hour, and is agreed in writing before the work starts.
4.3 Payment Schedule
| Milestone | Amount | Description |
|---|---|---|
| Milestone 1 (50%) | CAD $7,500 | Kickoff, due on sign-off, before work begins. |
| Milestone 2 (25%) | CAD $3,750 | Design complete, due on approval of the designs, before development starts. |
| Milestone 3 (25%) | CAD $3,750 | Build complete, due on completion of the build and acceptance of the staging environment following user acceptance testing (UAT), before go-live. |
If Mehr Optic terminates the project before completion, fees are payable for all work completed to the date of termination, assessed against the milestone in progress, and become due on that date.
5. Timeline
5.1 Schedule
The project is scheduled for 8 weeks (a build of this scope typically runs around six weeks, and ShopTrade can work to that pace; the schedule is set at eight weeks so that Mehr Optic, as a new business, has the room it needs to provide the information, materials, and approvals the build depends on), covering storefront design and development, the third-party integrations, store setup, testing, and launch. ShopTrade allocates a dedicated project team for this period, with an additional 4-week contingency buffer to accommodate unforeseen circumstances, giving a maximum cap of 12 weeks. The buffer covers overruns surfaced during the build. It is not an extension by default and is used only when justified.
The kickoff meeting is scheduled within two to three business days of the Milestone 1 payment being received. The project start date is the date of that meeting, and both the 8 weeks and the 12-week cap are counted from it.
5.2 Delays
If the project extends beyond 12 weeks due to delays caused by Mehr Optic, ShopTrade reserves the right to pause work until a revised plan is agreed upon. In such cases, all remaining payments become due at the 12-week mark, regardless of milestone completion.
Delays also affect when the post-launch support period starts, which is set out in section 7.
This timeline depends on timely collaboration from Mehr Optic, including prompt provision of information, feedback, and approvals.
6. Dependencies
The schedule in section 5 depends on the following being provided by Mehr Optic. ShopTrade confirms the detail of each at kickoff and requests them as the relevant phase approaches.
| Item | Detail |
|---|---|
| Design feedback | Timely feedback and approvals through the design phase, with the Mehr Optic team available two days a week for review while design is running. |
| Product information | Product images, descriptions, pricing, and variants, together with the collection and category structure, provided ahead of launch. |
| Lens and lab information | The lens types, indexes, coatings, pricing, and feasibility rules to be configured in LensAdvisor, and the details needed to connect the lab. |
Smaller items come up throughout a build and are not listed individually here. ShopTrade requests what it needs as each phase approaches.
Where these are provided late, the resulting delay is treated as a delay caused by Mehr Optic under section 5.2.
7. Support
A 30-day complimentary support period is provided. This Statement of Work sets out when that period begins for this project. Where the store launches within the 8-week schedule, the period begins on the launch date. Where the launch is delayed past the 8-week schedule by ShopTrade, the period begins on the launch date and is extended by the length of that delay. Where the launch is delayed past the 8-week schedule by Mehr Optic, the period begins at the 8-week mark and runs from there whether or not the store is live, and any part of it used before go-live is not reinstated at launch. In every case at least 10 days of the period remain available after the launch date.
Support covers fixes to delivered work, operational questions, and walkthrough sessions on managing the store. New features, scope additions, and content updates fall outside it. At go-live, the Mehr Optic team receives full store admin access and a named contact for support requests.
Response times depend on urgency. Routine queries receive a response within 48 hours. Urgent issues affecting the live store are treated as priority and picked up as soon as possible. A check-in call is scheduled weekly for the duration of the support period.
8. Post-Launch
Once the included support period ends, further support is available under either of the options below. Neither is required, and neither is included in the budget in section 4.
Option 1: Ad-Hoc Hours
Prepaid hour packages drawn down as needed within the validity period.
| Hours | Rate (CAD) | Validity | Total |
|---|---|---|---|
| 25 hrs | $100/hr | 1 month | $2,500 |
| 50 hrs | $95/hr | 2 months | $4,750 |
| 75 hrs | $95/hr | 3 months | $7,125 |
Option 2: Monthly Retainer
Continuous support and development capacity across the store and LensAdvisor, billed at $90 per hour with a six-month minimum engagement.
| Commitment | Rate (CAD) | Term | Monthly |
|---|---|---|---|
| 25 hrs / mo | $90/hr | 6-month min | $2,250 |