Legal · Terms

No fine print.

Open prices, open rules. Every clause, sorted by what you actually want to know. The summaries give you the overview; legally, the full text applies.

Contents

This is a convenience translation. Only the German version is legally binding.

Getting started & the contract

In one sentence

We only work with businesses, and what’s in the offer is what counts.

Summary. Legally, the full text applies.

§ 1 Scope and Contracting Parties
  1. These General Terms and Conditions (“Terms”) apply to all present and future contracts, offers, services and business relationships between Shopibrands (hereinafter the “Agency”) and its clients (hereinafter the “Client”) relating to services and work in the fields of e-commerce, web design, Shopify development, theme customization, app integration, migration, search engine optimization, conversion optimization, online marketing, technical support, support services and any related consulting, implementation and development services.
  2. These Terms apply in particular to services relating to the conception, design, technical implementation, optimization, support, migration, extension and maintenance of Shopify stores, including the integration of themes, apps, interfaces, tracking and marketing tools, and the provision of technical and organizational project services.
  3. The Agency’s offers and services are directed exclusively at entrepreneurs (Unternehmer) within the meaning of Section 14 German Civil Code (BGB), legal entities under public law and special funds under public law. No contracts are concluded with consumers. By entering into the contract, the Client confirms that it is acting in the exercise of its commercial or independent professional activity.
  4. Any deviating, conflicting or supplementary general terms and conditions of the Client shall only form part of the contract if the Agency has expressly agreed to their application in writing. Silence in response to deviating terms shall not constitute consent.
  5. Individual agreements in the offer, project contracts, service descriptions, statements of work or other written agreements take precedence over these Terms to the extent that they deviate from them.
  6. These Terms also apply where the Agency performs services without reservation in the knowledge of conflicting or deviating terms of the Client.
§ 2 Conclusion of Contract, Basis of the Offer and Incorporation of These Terms
  1. A contract between the Agency and the Client is concluded by acceptance of an individual offer, a written order, electronic confirmation, digital signature, instruction by email, acceptance of an offer via an electronic signature or proposal portal, or by payment of the agreed fee.
  2. Unless otherwise stated in the Agency’s offer, offers are subject to change and non-binding. A contract is only concluded once the Agency has expressly confirmed the order or begins performing the services.
  3. By accepting an offer, placing an order or making payment, the Client accepts these Terms as a binding part of the contract.
  4. The scope of the services owed is determined exclusively by:
    • the specific offer,
    • the service description contained therein,
    • supplementary written agreements,
    • where applicable, a project description, a briefing or a statement of work,
    • these Terms.
  5. There are no verbal side agreements. Amendments, additions and assurances require at least text form (Textform) to be effective, unless a stricter form has been agreed in the individual case.
§ 3 Subject Matter and Scope of Services
  1. The subject matter of the contract is the performance of the services expressly described in the offer or in any other agreement. The Agency owes only the services specifically listed therein.
  2. Unless expressly agreed otherwise, the Agency does not owe, in particular:
    • permanent monitoring of the Shopify store,
    • ongoing legal, tax or data protection review,
    • the economic profitability of the project,
    • the ongoing compatibility of third-party software,
    • continuous adaptation to technical changes made by Shopify or third parties,
    • the review of content, functions or processes for compliance with competition, trademark, copyright, consumer protection or tax law.
  3. Advice, recommendations, notes, assessments, benchmarks, best practices, mockups, wireframes, drafts, strategy proposals or technical assessments provided by the Agency serve solely to support the project. They are binding only if they have been expressly agreed as a binding quality or guaranteed performance.
  4. The Agency is entitled to use development, testing, coordination and implementation processes in line with the state of the art and to determine the technical implementation at its reasonable discretion, provided that this does not materially deviate from the agreed scope of services.
  5. The Agency is entitled to engage subcontractors, external service providers, freelancers or other qualified third parties to perform its contractual obligations, unless mandatory contractual or statutory reasons prevent this.
  6. Video tutorials, training material and documentation

    Where expressly included in the offer, the Agency may provide the Client with video tutorials, screen recordings, quick guides or other forms of documentation. These serve solely to explain the services specifically agreed in the contract and implemented by the Agency.

    The Client is entitled to video tutorials, training material or documentation only to the extent that these services are expressly included in the relevant offer or service description.

    In particular, the Agency is not obliged to create video tutorials, training material or documentation for:

    • services commissioned at a later date,
    • additional pages, templates or sections,
    • later store extensions or changes,
    • third-party services,
    • apps or integrations outside the original scope of services,
    • marketing services and advertising campaigns, in particular Meta Ads, Google Ads or other paid advertising,
    • email marketing, in particular Klaviyo or other email marketing platforms,
    • SEO services,
    • tracking implementations, analytics tools and reporting,
    • consulting and strategy services,
    • any other services outside the originally agreed scope of services.

    Any additional training, documentation or guides requested by the Client are additional services and will be charged separately.

§ 4 No Promise of Success; No Revenue, Conversion or Ranking Guarantee
  1. Unless expressly agreed in writing as a guaranteed quality, the Agency does not owe any particular economic, business, sales or advertising success.
  2. In particular, the Agency assumes no warranty, guarantee or liability for:
    • specific revenues or revenue increases,
    • specific conversion rates,
    • specific average order values,
    • specific ROAS, MER, CAC or comparable marketing metrics,
    • specific visibility, rankings or positions in search engines,
    • specific visitor numbers, traffic figures or repeat purchase rates,
    • the acceptance of specific functions or designs by end customers,
    • the performance of campaigns or advertising measures,
    • the achievement of the Client’s business or financial goals.
  3. Statements regarding potential, opportunities, growth targets, market positions, best practices, industry benchmarks or optimization possibilities are non-binding assessments based on the information available at the relevant time. They do not constitute a contractual guarantee or an agreed quality.
  4. The Client acknowledges that the economic success of an online store depends on numerous factors over which the Agency has little or no influence, in particular product range, pricing strategy, delivery capability, competition, brand strength, advertising budget, return rate, shipping quality, customer service, seasonality, product quality, quality of tracking data and the general market environment.

Working together

In one sentence

You deliver content and access on time, we deliver at a fixed price with three feedback rounds per phase.

Summary. Legally, the full text applies.

§ 8 Client’s Duties to Cooperate
  1. The Client is obliged to perform all acts of cooperation required for the proper performance of the services completely, correctly, in good time and in an appropriate form.
  2. This includes, in particular, the timely provision of:
    • texts and fonts,
    • images,
    • product data,
    • pricing and variant information,
    • login credentials,
    • approvals,
    • technical information,
    • legal texts,
    • contact persons with decision-making authority,
    • any other project-related content and information.
  3. The Client shall ensure that all content, data, files, documents and information it provides are legally permissible and do not infringe any third-party rights.
  4. Delays, additional work, misdirected development or technical problems attributable to late, incomplete, unclear or incorrect cooperation by the Client shall not be borne by the Agency.
  5. Agreed project deadlines shall be extended appropriately by the period during which the Client fails to perform the required acts of cooperation.
  6. If missing or inadequate cooperation results in additional work, the Agency is entitled to charge for it separately.
  7. Data, files and import materials provided by the Client

    7.1 Before handing them over, the Client is obliged to check all data, files, content, CSV files, product data, images, texts, spreadsheets, import files, ERP data, variant structures, metafields, translations and other information provided to the Agency for completeness, accuracy, technical usability and consistency.

    7.2 The Agency is not obliged to check data or files provided by the Client for accuracy, completeness, technical correctness or structural consistency, unless such a check has been expressly agreed in writing.

    7.3 In particular, the Agency is not liable for:

    • faulty CSV files,
    • incomplete product data,
    • faulty variant structures,
    • duplicate or faulty SKUs,
    • faulty metafields,
    • inconsistent data structures,
    • faulty translations,
    • corrupted files,
    • formatting errors,
    • import errors caused by data sources provided by the Client,
    • errors originating from ERP, PIM, inventory management or other third-party systems.

    7.4 If, after the start of the project, data, files or information provided by the Client prove to be faulty, incomplete, inconsistent or technically unusable, and this results in additional work, such work shall be deemed an additional service.

    7.5 This applies in particular to:

    • reworking and cleaning up data,
    • manual adjustments,
    • repeated imports,
    • re-creating products,
    • restructuring variants,
    • error analyses,
    • technical corrections,
    • restoration measures,
    • additional coordination or quality assurance work.

    7.6 Such additional work will be charged based on the actual time spent at the agreed hourly rate or, unless otherwise agreed, at €120.00 net per hour.

    7.7 The Agency is not responsible for project delays caused by faulty, late or incomplete data from the Client. Agreed deadlines shall be extended accordingly.

§ 9 Unauthorized Changes by the Client or Third Parties During the Project
  1. If, during the development, testing, coordination or implementation phase, the Client or a third party commissioned or tolerated by the Client independently makes changes to the project, the Shopify store, themes, apps, settings, product data, integrations, code structures, templates, metafields, tracking implementations or any other project components, this is done solely at the Client’s own risk.
  2. This applies regardless of whether the changes are made directly in the live system, in a development environment, in the theme, in the backend, via the Shopify admin, via collaborator accounts, via apps or by any other means.
  3. The Agency accepts no liability for any resulting:
    • data loss,
    • unsaved work in progress,
    • overwritten code,
    • display errors,
    • malfunctions,
    • incompatibilities,
    • delays,
    • restoration work,
    • security vulnerabilities or misconfigurations.
  4. The Agency is not obliged to reverse, analyze or document unauthorized changes by the Client or third parties free of charge.
  5. If such interventions result in additional work for testing, error analysis, restoration, documentation, redevelopment, renewed coordination or renewed implementation, the Agency is entitled to charge for this based on time spent at the agreed hourly rate or, unless otherwise agreed, at €120.00 net per hour.
  6. The Agency is furthermore entitled to make reasonable claims for any resulting rescheduling, resource adjustments and project delays.
§ 10 Subcontractors, External Project Staff and Collaborator Access
  1. The Agency is entitled at any time to engage suitable subcontractors, freelancers, external service providers or other project staff to perform its contractual obligations.
  2. No separate consent of the Client is required for this. The Client has no right to prior consent to, nomination of or approval of individual project staff.
  3. Even where third parties are involved, the Agency remains the Client’s sole contractual partner and coordinates the performance of the services under its own responsibility.
  4. The Agency is entitled to grant project staff the technical access required to carry out the project. This includes in particular:
    • Shopify collaborator access,
    • backend access,
    • theme and app access,
    • access to repositories, hosting or domain environments,
    • access to project management, analytics or marketing systems,
    • any other project-related access rights.
  5. Where external project staff may gain access to personal data or confidential business information of the Client in the course of performing the services, the Agency shall ensure that they are bound to confidentiality to an appropriate extent.
  6. The Client has no right to require that specific individuals be deployed or that project staff, once deployed, remain on the project permanently.
§ 11 Binding Communication Channels and Validity of Instructions
  1. Binding project instructions, approvals, change requests, prioritizations, changes to the scope of services, acceptances and any other legally or commercially relevant declarations by the Client must be made in text form via a communication channel designated by the Agency.
  2. Binding communication channels are in particular:
    • email,
    • a project management system used by the Agency,
    • a signature or proposal portal,
    • any other documentation channels expressly approved by the Agency.
  3. Communication via informal channels, in particular
    • WhatsApp,
    • Slack,
    • Telegram,
    • Instagram,
    • LinkedIn,
    • telephone,
    • voice messages,
    • verbal discussions without subsequent documentation,
    shall not constitute a binding change to the services or a project instruction unless subsequently confirmed in text form.
  4. The Agency is not obliged to implement instructions transmitted via informal channels.
  5. The Agency is not liable for misunderstandings, delays or additional work resulting from project communication that has not been properly documented.
§ 12 Feedback, Corrections and New Requests
  1. The Agency shall remedy deviations from the agreed scope of services free of charge (correction).
  2. Three feedback rounds per project phase (design, implementation) are included in the fixed price. A feedback round is a consolidated set of comments from the Client on a presented version.
  3. Services not expressly included in the offer, the service description or a supplementary agreement in text form shall be deemed new requests. These include in particular:
    • further design variants,
    • further templates, pages or sections,
    • feedback rounds beyond those included under paragraph 2,
    • subsequent layout changes after approval,
    • additional app integrations,
    • new functions,
    • additional interfaces,
    • additional tracking setups,
    • subsequent changes to the concept,
    • the renewed implementation of components that have already been approved.
  4. For new requests, the Agency shall prepare a separate fixed-price offer before work begins. Implementation shall only take place after the Client’s approval in text form. The Agency is not obliged to implement new requests without a separate order.
  5. New requests shall not be billed on a time-and-materials basis without prior agreement. This does not affect the charging of additional work caused by the Client under § 8(6) and (7), § 9, § 22(7) or § 26(7).
  6. New requests may shift the schedule. The Agency shall point this out in the offer and may make implementation conditional on a down payment.
  7. The services shall be performed exclusively on the basis of the scope of services set out in the offer, the service description or any other agreement in text form. This scope of services shall be binding from the start of the project.
§ 13 Scope Freeze and Binding Nature of Approved Project Versions
  1. As soon as the Client approves drafts, concepts, designs, technical approaches, functional scopes, content, wireframes, mockups, theme setups, navigation structures, data models, app concepts, tracking setups or any other project components, the relevant project version shall be deemed approved with binding effect.
  2. Approval may be given expressly or implicitly, in particular by:
    • written confirmation,
    • confirmation by email,
    • approval in the project management system,
    • actual use,
    • passing it on to third parties for publication or further processing,
    • approval in meetings with subsequent documentation.
  3. Following approval, the Agency is entitled to continue implementation on the basis of that project version.
  4. Changes after approval are, as a rule, new requests within the meaning of § 12 and may result in additional costs and adjustments to deadlines, milestones and resources.
  5. Following effective approval, the Client cannot demand that the approved project version be changed again without additional remuneration, adjustment of deadlines or technical consequences.

Sign-off & launch

In one sentence

You review within 7 days. After that, the work counts as signed off.

Summary. Legally, the full text applies.

§ 14 Development Stores, Transfer of Ownership and Handover of the Shopify Store
  1. The Agency often initially sets up Shopify projects in so-called development stores or other development environments, which serve the setup, configuration, testing and preparation of subsequent live operation.
  2. Such development environments serve solely to implement the project and do not yet constitute the final handover of the Shopify store to the Client.
  3. The store is usually handed over to the Client by transferring store owner status or via another transfer mechanism provided by Shopify.
  4. The Agency is entitled to withhold the transfer of the store or of the main administrative rights until all outstanding claims have been paid in full.
  5. Upon transfer of store owner status or any other final handover, organizational and commercial responsibility for the store passes to the Client.
  6. From that point on, the Client is responsible in particular for:
    • managing the Shopify account,
    • selecting and managing payment providers,
    • selecting and managing installed apps,
    • ongoing platform costs,
    • the legal and content maintenance of the store,
    • user rights, staff accounts and security settings.
  7. Unless a separate agreement on maintenance, support or ongoing services exists, the Agency owes no further maintenance or monitoring of the store after handover.
§ 16 Acceptance of Services
  1. Where the contractual service is in the nature of a contract for work or is structured as a service requiring acceptance, the Client is obliged to accept it.
  2. Upon completion of a project or a distinct project phase, the Agency shall request the Client to declare acceptance.
  3. The Client is obliged to review the services within 7 calendar days of receipt of the request for acceptance and either to declare acceptance or to notify specific material defects in text form.
  4. If no substantiated notice of defects is received within this period, the service shall be deemed accepted.
  5. Acceptance shall also be deemed to have taken place if the Client uses the service productively, publishes it, puts it live, enters content, processes orders through it or otherwise uses it in its business operations.
  6. Minor defects do not entitle the Client to refuse acceptance.
  7. The Agency is entitled to require partial acceptances for clearly distinct project phases.
§ 17 Partial Acceptances, Milestones and Ongoing Project Phases
  1. For larger or multi-phase projects, the Agency may perform services in project phases, sprints, milestones or partial deliverables.
  2. Such project phases may include in particular:
    • concept development,
    • design approvals,
    • theme setup,
    • app integration,
    • data migration,
    • tracking setups,
    • technical modules,
    • the delivery of templates or functional components.
  3. The Agency may require separate approval or acceptance for each distinct project phase.
  4. Approved or accepted project phases form the binding basis for further project implementation.
  5. Subsequent changes to phases already approved or accepted shall be deemed new requests within the meaning of § 12.
§ 18 Go-Live, Transfer of Operational Responsibility and Change of Responsibility
  1. Upon the go-live of a Shopify store, the publication of the store or the transfer of store owner status, the project shall be deemed technically handed over, unless further services have been expressly agreed.
  2. From that point on, responsibility for the ongoing operation of the store lies entirely with the Client.
  3. This includes in particular responsibility for:
    • content and product data,
    • prices, variants and inventory,
    • payment and shipping configurations,
    • legal texts,
    • cookie and consent settings,
    • compliance with the GDPR (DSGVO),
    • tracking and marketing integrations,
    • staff and access rights,
    • security measures,
    • updates and ongoing maintenance of the store.
  4. After go-live, the Agency is not liable for disruptions, loss of revenue, misconfigurations or legal violations that arise after handover and are not based on a defect for which the Agency is responsible and which already existed at the time of handover.
  5. Changes, extensions, optimizations, corrections or rework requested after go-live are new requests within the meaning of § 12, unless they are expressly covered by a maintenance or support agreement. This does not affect the free remedy of defects under § 12(1).

Costs & payment

In one sentence

70% upfront, 30% after acceptance. All prices are net, and third-party costs like apps and themes are on you.

Summary. Legally, the full text applies.

§ 15 Fees, payment schedule, third-party costs and late payment
  1. Unless expressly agreed otherwise in writing, 70% of the fee is due upon placement of the order and 30% upon acceptance of the services (§ 16).
  2. The Agency will commence performance upon receipt of the first payment (70%).
  3. Handover of the store or go-live will take place upon receipt of the final payment (30%).
  4. All prices are net prices plus the applicable statutory value added tax (VAT).
  5. Unless expressly agreed otherwise, external and third-party costs shall be borne separately by the Client. This applies in particular to:
    • themes,
    • apps,
    • plugins,
    • domains,
    • hosting,
    • stock material,
    • fonts,
    • translations,
    • external developers or specialist services,
    • third-party software,
    • marketing and analytics tools.
  6. The Client shall bear recurring third-party costs from the time the relevant service is activated, licensed or taken over.
  7. If the Client is in default of payment, the Agency shall be entitled to:
    • suspend further services,
    • suspend project access, new deployments or handovers until payment is received,
    • withhold any rights of use not yet transferred,
    • provide additional services only against advance payment.
  8. Any further statutory claims of the Agency remain unaffected.
§ 21 Chargebacks, payment reversals and payment risks
  1. Shopify stores typically use external payment providers or payment service providers to process payments with end customers. These include in particular:
    • Shopify Payments,
    • PayPal,
    • Klarna,
    • Stripe,
    • credit card providers,
    • other payment service providers.
  2. Decisions on chargebacks, payment reversals, fraud reviews, payment disputes or withheld payments are made exclusively by the relevant payment provider, the credit card company involved or the competent financial institution.
  3. The Agency has no influence over such decisions and therefore accepts no liability for any resulting economic or technical consequences.
  4. This applies in particular to:
    • chargebacks,
    • payment reversals,
    • fraud or risk classifications,
    • withheld or frozen amounts,
    • additional fees or contractual penalties,
    • account suspensions,
    • restrictions on payment functions,
    • review or verification procedures of payment providers.
  5. The Client is solely responsible for:
    • fraud prevention,
    • fraud management,
    • defining and complying with payment policies,
    • communicating with end customers in payment disputes,
    • returns, shipping and refund processes,
    • meeting the requirements of payment providers.
  6. The Agency shall not be liable for financial losses, fees, account restrictions or any other damage in connection with chargebacks, payment reversals or decisions of payment providers.
§ 22 Apps, third-party costs, deactivations and Client responsibility
  1. Shopify stores regularly use apps, plugins or other third-party software, which are frequently offered as recurring subscriptions or usage-based services.
  2. The costs for these are generally incurred directly via the Client's Shopify account or through a direct contractual relationship between the Client and the relevant third-party provider.
  3. The Client is solely responsible for:
    • selecting suitable apps,
    • approving and activating apps,
    • deactivating or cancelling apps,
    • recurring fees, subscriptions and additional costs,
    • the substantive and legal suitability of the apps used.
  4. The Agency shall not be liable for:
    • recurring app costs,
    • price changes,
    • paid upgrade tiers,
    • usage-based additional costs,
    • recurring fees after project handover,
    • costs arising from active or deactivated apps.
  5. If the Client deactivates, removes, replaces or modifies apps or their configuration, whether itself or through third parties, it does so at its own risk.
  6. The Agency accepts no liability for any resulting malfunctions, data loss, display errors, integration problems or loss of revenue.
  7. Analysis, restoration, reinstallation, reconfiguration or remedial work resulting from such interventions constitute additional services and will be charged on a time-and-materials basis.

Tech & third parties

In one sentence

Shopify, apps and themes keep evolving. We can’t guarantee them, but we’ll tell you what it means for you.

Summary. Legally, the full text applies.

§ 5 Specifics of the Shopify platform and limits of performance
  1. The Agency's services are generally provided on the basis of the Shopify platform or on technical systems, tools, APIs and infrastructure provided or supported by Shopify.
  2. Shopify is a cloud-based software-as-a-service platform operated by a third party. The Agency has no influence over Shopify's operation, availability, further development, system architecture, API behavior, standard features, checkout structure, hosting, infrastructure or business decisions.
  3. The Client acknowledges that the technical and functional usability of a Shopify store depends largely on Shopify itself and that Shopify may change the platform at any time.
  4. The Agency therefore gives no warranty and accepts no liability for:
    • server outages or availability problems at Shopify,
    • changes to standard features,
    • changes to APIs, webhooks or interfaces,
    • restrictions resulting from Shopify's system architecture,
    • changes to checkout, payment or theme functions,
    • restrictions or suspensions imposed by Shopify,
    • the discontinuation of individual features, programs or integrations by Shopify.
  5. Where technical or functional limitations are attributable to Shopify itself, its architecture, its policies or its technical limits, the Agency is under no obligation to provide solutions that deviate from or technically circumvent them.
  6. Services that become necessary due to changes or restrictions on Shopify's part are deemed additional services, unless they are expressly part of a separate maintenance, support or development agreement.
§ 6 Third-party software, apps, themes and integrations
  1. Shopify stores typically rely on the interaction of Shopify's own features with themes, apps, plugins, extensions, external services, API connections and other third-party integrations.
  2. The Agency has no influence over the development, maintenance, availability, legal compliance, technical stability, security, pricing or future viability of such third-party components.
  3. In particular, the Agency gives no warranty and accepts no liability for:
    • compatibility issues between apps or themes,
    • restrictions resulting from proprietary theme architectures,
    • errors, bugs or security vulnerabilities in third-party software,
    • changes in functionality, deactivations or price changes by third-party providers,
    • incompatibilities caused by updates,
    • the continued availability of third-party services.
  4. Where the Agency recommends, installs, connects or configures apps, themes or integrations, it does so based on the state of affairs discernible at the time the services are performed. No warranty is given for continued functionality or compatibility.
  5. The Client acknowledges that many Shopify features can technically only be implemented via third-party apps or external services, and that these inherently involve additional risks.
§ 7 Licenses, procurement and ownership of themes, apps, media and other rights
  1. Unless expressly agreed otherwise in writing, the Client is responsible for lawfully acquiring, and maintaining the ongoing right to use, all licenses required for the project.
  2. This applies in particular to:
    • Shopify themes,
    • Shopify apps,
    • plugins and extensions,
    • fonts and font licenses,
    • stock photos, videos and graphics,
    • icons, templates and external design resources,
    • other software, SaaS services or digital content.
  3. Where the Agency acquires licenses on behalf of the Client or makes recommendations, it does so in principle for the Client's account. The Agency owes ongoing license management only if expressly agreed.
  4. The Agency shall not be liable for license infringements resulting from the Client:
    • failing to acquire required licenses,
    • using licenses multiple times without authorization,
    • breaching license terms,
    • using themes, apps, media or software without sufficient rights.
  5. If Shopify or a third party requires or verifies the lawful acquisition or proper licensing of certain components, the Client alone is responsible for meeting these requirements.
§ 23 App updates, app compatibility and changes by third parties
  1. Unless expressly agreed otherwise, the Agency owes only the setup, integration or configuration of apps and third-party components based on the state of technology existing at the time the services are performed.
  2. The Agency gives no warranty and accepts no liability for subsequent incompatibilities, malfunctions or changes in functionality resulting from:
    • app updates,
    • changes made by app providers,
    • the interaction of multiple apps,
    • API or Shopify changes,
    • the deactivation or discontinuation of an app,
    • price or functionality changes by third-party providers.
  3. The Agency is under no obligation to monitor apps on an ongoing basis for compatibility, functionality or future viability.
  4. Any adjustments, reconfigurations, re-integrations or alternative setups required due to subsequent changes by third parties constitute additional services.
§ 24 Theme updates, custom code and overwrite risks
  1. Shopify themes are regularly updated, extended or technically modified by their developers.
  2. Theme updates may result in custom adjustments, custom code, snippets, sections, or CSS, JavaScript or Liquid modifications being overwritten in whole or in part.
  3. If the Client carries out theme updates itself or arranges for such updates via employees, third parties or apps, it does so at its own risk.
  4. The Agency shall not be liable for malfunctions, display errors, data loss, performance changes or compatibility problems resulting from theme updates or third-party interventions in the theme.
  5. The restoration, reconstruction or re-implementation of custom theme adjustments following updates is an additional service subject to a separate fee.
  6. The same applies where theme developers change their technical architecture, file structure, blocks, sections or configuration logic and existing adjustments are impaired as a result.
§ 25 Changes to the Shopify platform, APIs, checkout and technical limits
  1. Shopify may make technical, structural or functional changes to its platform at any time, in particular with regard to:
    • standard features,
    • APIs and webhooks,
    • checkout processes,
    • payment functions,
    • app interfaces,
    • integrations,
    • role and permission systems,
    • theme architectures,
    • technical limits of the platform.
  2. Such changes may impair existing store configurations, custom developments, app integrations, tracking setups, themes, interfaces or other implementations.
  3. The Agency accepts no liability for changes in functionality, restrictions, incompatibilities or other effects directly or indirectly attributable to changes to the Shopify platform.
  4. If Shopify does not permit, restricts or only partially supports certain technical functions, the Agency is under no obligation to provide alternative solutions that deviate from these limits.
  5. Services that become necessary due to Shopify changes, API adjustments, checkout restrictions or changed platform requirements are deemed additional services.
  6. The Agency performs its services within the technical possibilities actually provided by Shopify and in compliance with the Shopify partner terms applicable to it. Shopify governs its Partner Program and additional partner obligations in its own contractual terms.
§ 26 Migrations, data transfers and system differences
  1. Migrations to Shopify from other store systems, CMS systems, data sources or other platforms may involve technical restrictions, structural differences, data inconsistencies or functional deviations.
  2. The Agency does not guarantee that all data, processes, logic, structures or functions of a previous system can be transferred to Shopify completely, identically or without loss.
  3. This applies in particular to:
    • historical orders,
    • customer accounts,
    • customer passwords,
    • product variants,
    • metafields,
    • categories or collections,
    • custom data structures,
    • pricing logic,
    • plugins or extensions,
    • tracking setups,
    • custom checkout processes,
    • external ERP, PIM, CRM or middleware integrations.
  4. Differences in the technical architecture of different systems may mean that certain functions can only be implemented differently, to a limited extent or not at all in Shopify.
  5. The Agency accepts no liability for:
    • data loss,
    • data inconsistencies,
    • deviating data logic,
    • changes in functionality,
    • structural differences,
    • restrictions imposed by Shopify as the target platform.
  6. The Client is obliged to check migrated data, prices, content, variants, inventory levels, customer data and other transferred information itself and without undue delay after completion of the migration.
  7. Subsequent corrections resulting from the Client's failure to check, or delay in checking, may be charged separately.
§ 27 Tracking, pixels, marketing tools and responsibility for consent
  1. At the Client's request, the Agency may technically integrate, configure or prepare tracking, analytics or marketing tools.
  2. These include in particular:
    • Meta Pixel,
    • Google Analytics,
    • Google Tag Manager,
    • TikTok Pixel,
    • Google Ads conversion tracking,
    • remarketing or retargeting solutions,
    • other marketing or analytics tools.
  3. The Agency owes the technical integration of such tools in principle only if this has been expressly agreed.
  4. A legal review of such tools for compliance with data protection, competition or telecommunications law does not form part of the services unless expressly and separately commissioned.
  5. The Client is solely responsible for:
    • compliance with the General Data Protection Regulation (GDPR) and other data protection regulations,
    • obtaining any required consents,
    • setting up and configuring a legally compliant consent manager,
    • correctly categorizing and blocking technologies that require consent,
    • the legal assessment of the tracking and marketing technologies used.
  6. The Agency accepts no liability for:
    • data protection breaches,
    • cease-and-desist letters,
    • fines,
    • regulatory measures,
    • third-party claims,
    • incorrect consent configurations by the Client,
    • subsequent changes in functionality by tracking providers.
  7. If providers such as Meta, Google, TikTok or other platforms change their technical requirements, functions or interfaces, the Agency accepts no liability for any resulting restrictions or malfunctions.
§ 28 Support, maintenance, emergency and express services
  1. Ongoing maintenance, support, monitoring or service work is owed only if expressly set out in a separate agreement.
  2. In the absence of a separate support or maintenance agreement, the Agency does not owe, in particular:
    • continuous monitoring of the store,
    • automated error monitoring,
    • short-notice handling of ad hoc requests,
    • ongoing security or compatibility updates,
    • on-call or emergency services.
  3. Urgent, short-notice or prioritized work outside the regular project schedule may be provided as express, emergency or special services.
  4. For such services, the Agency may charge separate terms, priority surcharges or increased hourly rates.
  5. Unless expressly agreed, the Agency is under no obligation to accept emergency or express requests or to handle them within a specific period.

Liability & law

In one sentence

We’re liable within the statutory framework. Your store’s legal texts are your responsibility.

Summary. Legally, the full text applies.

§ 19 Legal texts, legal content and Client responsibility
  1. The Client is solely responsible for the legal accuracy, completeness and currency of all content of its online store.
  2. This applies in particular to:
    • legal notice (Impressum),
    • privacy policy,
    • general terms and conditions,
    • cancellation policy,
    • shipping and payment terms,
    • price information,
    • unit price information,
    • product labeling,
    • product descriptions,
    • health, food or labeling-related claims,
    • content relevant under competition law.
  3. Where the Agency technically integrates legal texts or adopts texts provided by third parties, it does so without legal review, unless such review has been expressly and separately commissioned.
  4. Where the Agency provides Shopify standard templates, technical fields or placeholders, it does so solely as technical assistance. No liability is accepted for the completeness, currency or legal validity of such content.
  5. The Client shall ensure that all content it provides or approves is legally permissible.
§ 20 Data protection, GDPR, Client responsibility and indemnification
  1. Unless otherwise required by law or expressly agreed in writing, the Client is the controller within the meaning of the GDPR for all personal data processed in connection with its Shopify store, apps, tracking tools, integrations, marketing activities and business processes.
  2. In particular, the Client is obliged to:
    • use apps, tools and integrations that comply with data protection law,
    • validly obtain any required consents,
    • fulfil its information obligations,
    • use a suitable consent manager,
    • check the permissibility of transfers to third countries,
    • maintain the required contracts and documentation,
    • review, conclude and, where necessary, accept the Shopify Data Processing Addendum (DPA) and any other required data processing or data protection agreements itself.
  3. If the Client itself installs or uses apps, pixels, scripts, tracking or marketing tools, or arranges for their use, it does so entirely under its own responsibility in terms of data protection law.
  4. The Agency accepts no liability for data protection breaches, cease-and-desist letters, fines or other claims arising from the Client using, or arranging for the use of, technologies or processes that do not comply with data protection law.
  5. The Client shall indemnify the Agency against all third-party claims, regulatory measures, fines, cease-and-desist letters, costs, damages and legal defense costs arising in connection with data protection breaches by the Client or data-protection-relevant measures initiated by the Client.
  6. This indemnity does not apply if the breach was caused solely by the Agency's intentional misconduct or gross negligence.
§ 29 Rights of use, transfer of rights and right of retention until payment in full
  1. All copyrights, ancillary copyrights and other rights in concepts, designs, layouts, code, modules, documentation, graphics, draft texts, structures and other work results created by the Agency initially remain with the Agency.
  2. Unless expressly agreed otherwise, upon payment in full of the agreed fee the Client receives a non-exclusive, non-transferable right to use the results created specifically for it for the purpose provided for in the contract.
  3. Until payment in full, all rights of use remain with the Agency. The Agency is entitled to withhold the release of final files, access credentials, deployments or transfers until payment has been received in full.
  4. In particular, rights in the following are not transferred to the Client:
    • general frameworks,
    • reusable modules,
    • libraries,
    • internal tools,
    • templates,
    • routines,
    • know-how,
    • methods,
    • components that can be reused independently of the specific project.
  5. Where third-party rights are concerned, the Client receives rights of use only within the scope of the respective third party's license terms.
§ 30 Reference listing, self-promotion and project credits
  1. The Agency is entitled to use completed or published projects as references.
  2. This includes in particular the use of:
    • the Client's company name,
    • the store URL,
    • a project description,
    • screenshots,
    • the logo,
    • general project information,
    • publicly visible implementation details.
  3. Reference use may take place in particular on the Agency's website, in pitches, proposal documents, social media posts, portfolios, presentations and other marketing materials.
  4. Confidential, non-public information of the Client is excluded from this and may not be published without separate consent.
  5. If the Client, for legitimate reasons, does not wish to be named as a reference, this requires a separate written agreement.
§ 31 Shopify Partner compliance and permissible scope of services
  1. Insofar as the Agency acts as a Shopify Partner or within the Shopify ecosystem, it performs its services in compliance with the applicable Shopify policies, partner terms, platform requirements and technical restrictions.
  2. The Agency is under no obligation to perform services that would violate binding Shopify requirements, platform policies, technical restrictions or statutory provisions.
  3. In particular, the Agency does not owe any services that would require the impermissible circumvention of platform-side checkout, payment, API or security restrictions.
  4. If Shopify restricts or prohibits certain functions, integrations or processes, the Agency is under no obligation to circumvent these restrictions.
§ 32 Liability of the Agency
  1. The Agency shall have unlimited liability only for damage caused by intentional conduct.
  2. In all other respects, the Agency's liability is limited to the extent permitted by law and applies only to the extent permitted by law.
  3. In cases of simple negligence, the Agency shall be liable only for breach of material contractual obligations, i.e. obligations whose fulfilment is essential to the proper performance of the contract and on whose observance the Client may regularly rely. In such cases, liability is limited to the foreseeable damage typical for this type of contract.
  4. To the extent permitted by law, the Agency's liability is additionally limited in amount to the net fee actually paid for the respective individual project.
  5. Any further liability of the Agency is excluded. In particular, the Agency shall not be liable for:
    • lost profits,
    • loss of revenue,
    • indirect damage,
    • consequential damage,
    • data loss that would have been avoidable through proper data backup by the Client,
    • damage resulting from Shopify changes,
    • damage caused by third-party apps, themes or integrations,
    • chargebacks, fraud cases or decisions of payment providers,
    • data protection, competition law or labeling violations by the Client,
    • unauthorized changes by the Client or third parties,
    • outages of or changes to external services.
  6. To the extent that the Agency's liability is excluded or limited, this also applies for the benefit of its legal representatives, employees, freelancers, subcontractors and vicarious agents.
§ 33 Indemnification by the Client for legal violations and third-party claims
  1. The Client shall indemnify the Agency against all third-party claims arising from content, data, products, advertising claims, images, texts, trademarks, apps, tracking setups, imported data or other materials provided or approved by the Client that infringe third-party rights or statutory provisions.
  2. This includes in particular claims based on:
    • copyright infringement,
    • trademark infringement,
    • competition law violations,
    • data protection breaches,
    • misleading advertising,
    • breaches of labeling or information obligations,
    • impermissible product claims.
  3. The indemnity also covers reasonable legal defense costs.
  4. This does not apply if the breach was caused solely by the Agency's intentional misconduct or gross negligence.
§ 34 Place of jurisdiction, governing law and place of performance
  1. These terms are governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG), to the extent its application can be excluded.
  2. To the extent permitted by law, the place of jurisdiction for all disputes arising from or in connection with the contractual relationship is the Agency's registered office.
  3. The place of performance for all services and payments is the Agency's registered office, unless agreed otherwise or required by mandatory law.
§ 35 Final provisions, severability clause and order of precedence
  1. Should any provision of these Terms be or become invalid, unenforceable or impracticable in whole or in part, the validity of the remaining provisions shall remain unaffected.
  2. In place of the invalid or unenforceable provision, a legally permissible provision that comes closest to the economic purpose of the invalid provision shall be deemed agreed, to the extent that supplementary interpretation of the contract is permissible.
  3. In the event of conflicts between the proposal, any individual agreement and these Terms, the following order of precedence applies:
    • a) individual agreement,
    • b) proposal / service description / statement of work,
    • c) these Terms.
  4. Amendments and additions to the contract require at least text form, unless a stricter form is prescribed by law or expressly agreed.
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