Terms of service
General Terms and Conditions (GTC)
Shopibrands – Shopify Agency
Table of Contents
- Scope and Contracting Parties
- Conclusion of Contract and Incorporation of the GTC
- Subject Matter of the Contract and Scope of Services
- No Promise of Success / No Revenue or Conversion Guarantee
- Particularities of the Shopify Platform
- Third-Party Software (Apps, Themes, Integrations)
- Licensing of Themes, Apps, Fonts and Media
- Customer Cooperation Obligations
- Changes by the Customer or Third Parties During the Project
- Use of Subcontractors and External Service Providers
- Binding Communication Channels
- Additional Services, Change Requests and Scope Creep
- Scope Freeze and Binding Nature of Approved Project Stages
- Development Stores and Store Transfer
- Compensation and Payment Terms
- Acceptance of Services
- Partial Acceptance and Project Milestones
- Go-Live and Transfer of Operational Responsibility
- Legal Content and Responsibility of the Customer
- Data Protection and GDPR
- Chargebacks and Payment Risks
- Apps and Third-Party Costs
- App Updates and Compatibility Risks
- Theme Updates and Custom Code
- Changes to the Shopify Platform
- Migrations and Data Transfers
- Tracking, Pixels and Marketing Tools
- Support, Maintenance and Emergency Services
- Usage Rights and Transfer of Rights
- Reference Use
- Shopify Partner Compliance
- Liability of the Agency
- Indemnification by the Customer
- Jurisdiction and Applicable Law
- Final Provisions
§ 1 Scope and Contracting Parties
1. These General Terms and Conditions apply to all present and future contracts, offers, services and business relationships between Shopibrands (hereinafter referred to as the “Agency”) and its customers (hereinafter referred to as the “Customer”) concerning services and work performances 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 as well as related consulting, implementation and development services.
2. These GTC apply in particular to services related 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 as well as the provision of technical and organizational project services.
3. The offers and services of the Agency are directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. Contracts with consumers are not concluded. By concluding the contract, the Customer confirms that they are acting in the exercise of their commercial or independent professional activity.
4. Deviating, conflicting or supplementary general terms and conditions of the Customer shall only become part of the contract if the Agency has expressly agreed to their validity in writing. Silence regarding deviating terms shall not constitute consent.
5. Individual agreements in the offer, project contracts, service descriptions, Statements of Work or other written agreements shall take precedence over these GTC insofar as they deviate from them.
6. These GTC shall also apply if the Agency performs services without reservation while being aware of conflicting or deviating terms of the Customer.
§ 2 Conclusion of Contract, Offer Basis and Incorporation of the GTC
1. A contract between the Agency and the Customer is concluded through acceptance of an individual offer, written order placement, electronic confirmation, digital signature, order via email, acceptance of an offer via an electronic signature or quotation portal, or by payment of the agreed remuneration.
2. Unless otherwise stated in the Agency’s offer, offers are subject to change and non-binding. A contract shall only be concluded once the Agency expressly confirms the order or begins providing the services.
3. By accepting an offer, placing an order or making payment, the Customer acknowledges these GTC 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
• written supplementary agreements
• where applicable a project description, briefing or Statement of Work
• these GTC
5. Oral side agreements do not exist. Amendments, additions and assurances require at least text form to be effective unless a stricter form has been agreed in individual cases.
§ 3 Subject Matter of the Contract and Scope of Services
1. The subject matter of the contract is the provision of the services expressly described in the offer or in another agreement. The Agency owes only the services specifically listed therein.
2. Unless expressly agreed otherwise, the Agency shall in particular not owe:
• permanent monitoring of the Shopify store
• continuous legal, tax or data protection review
• the economic profitability of the project
• permanent compatibility of third-party software
• ongoing adaptation to technical changes by Shopify or third parties
• verification of compliance with competition law, trademark law, copyright law, consumer protection law or tax law with regard to content, functions or processes
3. Advice, recommendations, notices, assessments, benchmarks, best practices, mockups, wireframes, drafts, strategy proposals or technical assessments of the Agency serve only to support the project and are binding only if they have been expressly agreed as a binding characteristic or guaranteed service.
4. The Agency is entitled to use development, testing, coordination and implementation processes that correspond to the state of the art and to determine the technical implementation at its reasonable discretion, provided that the agreed scope of services is not materially deviated from.
5. The Agency is entitled to use subcontractors, external service providers, freelancers or other qualified third parties to fulfill its contractual obligations, provided that no mandatory contractual or legal reasons prevent this.
6. Video Tutorials, Training Materials and Documentation
Where expressly included in the offer, the Agency may provide the Customer with video tutorials, screen recordings, short guides or other forms of documentation. Such video tutorials and documentation are provided solely for the purpose of explaining the specific services contractually agreed upon and implemented by the Agency.
The Customer shall only be entitled to video tutorials, training materials or documentation where such services are expressly included in the applicable offer or service description.
In particular, the Agency is under no obligation to create video tutorials, training materials or documentation for:
• subsequently requested services
• additional pages
• additional templates
• additional sections
• later shop extensions or modifications
• services performed by third parties
• apps or integrations outside the original scope of work
• marketing services
• advertising campaigns
• Meta Ads, Google Ads or other paid advertising activities
• email marketing services
• Klaviyo or other email marketing platforms
• SEO services
• tracking implementations
• analytics tools
• reporting activities
• consulting services
• strategy services
• any other services outside the originally agreed contractual scope
Any additional training, documentation or tutorial services requested by the Customer shall constitute additional services and shall be subject to separate remuneration.
§ 4 No Promise of Success, No Revenue, Conversion or Ranking Guarantee
1. Unless expressly agreed in writing as a guaranteed characteristic, the Agency does not owe any specific economic, entrepreneurial, sales-related or marketing-related 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 similar marketing metrics
• specific visibility, rankings or placements in search engines
• specific visitor numbers, traffic values or repeat purchase rates
• acceptance of certain functions or designs by end customers
• the performance of campaigns or advertising measures
• achievement of the Customer’s business or financial objectives
3. Statements regarding potentials, opportunities, growth targets, market positions, best practices, industry benchmarks or optimization opportunities represent non-binding assessments based on the information available at the time and do not constitute a contractual guarantee or agreed characteristic.
4. The Customer acknowledges that the economic success of an online store depends on numerous factors over which the Agency has little or no influence, including in particular assortment, pricing strategy, delivery capability, competition, brand strength, advertising budget, return rate, shipping quality, customer service, seasonality, product quality, tracking data quality and the general market environment.
§ 5 Particularities of the Shopify Platform and Service Limitations
1. The Agency’s services are regularly provided on the basis of the Shopify platform or on technical systems, tools, APIs and infrastructures 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 the operation, availability, development, system architecture, API behavior, standard functions, checkout structure, hosting, infrastructure or business decisions of Shopify.
3. The Customer acknowledges that the technical and functional usability of a Shopify store largely depends on Shopify itself and that Shopify may change the platform at any time.
4. The Agency therefore assumes no warranty and no liability for:
• server outages or availability problems of Shopify
• changes to standard functions
• changes to APIs, webhooks or interfaces
• limitations caused by Shopify’s system architecture
• changes to checkout, payment or theme functions
• restrictions or suspensions imposed by Shopify
• the discontinuation of individual functions, programs or integrations by Shopify
5. If technical or functional limitations are due to Shopify itself, its architecture, its policies or its technical limitations, the Agency is not obliged to provide solutions that deviate from or technically bypass such limitations.
6. Services that become necessary due to changes or limitations on the part of Shopify shall be considered 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 regularly rely on the interaction of Shopify’s own functions with third-party themes, apps, plugins, extensions, external services, API connections and other 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. The Agency assumes no warranty and no liability in particular for:
• compatibility problems between apps or themes
• limitations resulting from proprietary theme architectures
• errors, bugs or security vulnerabilities in third-party software
• functional changes, deactivations or price changes by third-party providers
• incompatibilities caused by updates
• the long-term availability of third-party services
4. If the Agency recommends, installs, connects or configures apps, themes or integrations, this is done based on the condition recognizable at the time the service is provided. No guarantee of permanent functionality or compatibility is assumed.
5. The Customer acknowledges that many Shopify functions can technically only be implemented through third-party apps or external services and that these inherently involve additional risks.
§ 7 Licensing, Procurement and Ownership of Themes, Apps, Media and Other Rights
1. The Customer is responsible for the lawful acquisition and ongoing authorization to use all licenses required for the project unless expressly agreed otherwise in writing.
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. If the Agency acquires licenses on behalf of the Customer or makes recommendations, this is generally done for the account of the Customer. The Agency does not owe permanent license management unless expressly agreed.
4. The Agency shall not be liable for license violations resulting from the Customer:
• failing to obtain required licenses
• using licenses multiple times without authorization
• violating license conditions
• 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 Customer is solely responsible for complying with such requirements.
§ 8 Customer Cooperation Obligations
1. The Customer is obliged to provide all cooperation required for proper performance of the services completely, accurately, in due time and in an appropriate manner.
2. This includes in particular the timely provision of:
• texts & fonts
• images
• product data
• prices and variant information
• access credentials
• approvals
• technical information
• legal texts
• contact persons and decision-making authority
• other project-related content and information
3. The Customer shall ensure that all content, data, files, documents and information provided by them are legally permissible and do not infringe the rights of third parties.
4. Delays, additional effort, faulty developments or technical problems resulting from delayed, incomplete, unclear or incorrect cooperation by the Customer shall not be borne by the Agency.
5. Agreed project deadlines shall be reasonably extended by the period during which the Customer fails to provide required cooperation.
6. If additional work arises due to missing or defective cooperation, the Agency is entitled to charge this effort separately.
7. Customer-Provided Data, Files and Import Materials
7.1. The Customer is obliged to independently verify all data, files, content, CSV files, product data, images, texts, tables, import files, ERP data, variant structures, metafields, translations and any other information provided to the Agency for completeness, accuracy, technical usability and consistency prior to submission.
7.2. The Agency is not obligated to review or verify any data or files provided by the Customer for accuracy, completeness, technical correctness or structural consistency unless such verification has been explicitly agreed upon in writing.
7.3. The Agency shall in particular not be liable for:
• incorrect CSV files
• incomplete product data
• incorrect variant structures
• duplicate or incorrect SKUs
• incorrect metafields
• inconsistent data structures
• incorrect translations
• corrupted files
• formatting errors
• import errors caused by customer-provided data sources
• errors originating from ERP, PIM, inventory management or other third-party systems
7.4. If, after the start of the project, it becomes apparent that data, files or information provided by the Customer are incorrect, incomplete, inconsistent or technically unusable, and this results in additional effort, such effort shall be treated as additional services.
7.5. This applies in particular to:
• reprocessing of data
• data cleansing
• manual adjustments
• re-imports
• re-creation of products
• restructuring of variants
• error analysis
• technical corrections
• restoration measures
• additional coordination or quality control work
7.6. Such additional work shall be charged separately based on actual time spent at the agreed hourly rate or, unless otherwise agreed, at a rate of EUR 120.00 net per hour.
7.7. Any delays in the project caused by incorrect, delayed or incomplete data provided by the Customer shall not be the responsibility of the Agency. Agreed deadlines shall be extended accordingly.
§ 9 Unauthorized Changes by the Customer or Third Parties During the Project
1. If the Customer or a third party commissioned or tolerated by the Customer independently makes changes to the project, the Shopify store, themes, apps, settings, product data, integrations, code structures, templates, metafields, tracking integrations or other project components during the development, testing, coordination or implementation phase, this shall occur entirely at the Customer’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, through collaborator access, via apps or through other access methods.
3. The Agency assumes no liability for resulting:
• data loss
• unsaved intermediate stages
• overwritten code
• display errors
• functional disruptions
• incompatibilities
• delays
• restoration efforts
• security vulnerabilities or incorrect configurations
4. The Agency is not obliged to reverse, analyze or document unauthorized changes made by the Customer or third parties free of charge.
5. If additional effort arises due to such interventions for testing, error analysis, restoration, documentation, redevelopment, renewed coordination or reimplementation, the Agency is entitled to charge this effort based on time spent at the agreed hourly rate or, if not otherwise agreed, at EUR 120.00 net per hour.
6. The Agency is further entitled to reasonably assert resulting schedule shifts, resource adjustments and project delays.
§ 10 Use of Subcontractors, External Project Staff and Collaborator Access
1. The Agency is entitled to employ suitable subcontractors, freelancers, external service providers or other project staff at any time to fulfill its contractual obligations.
2. Separate consent of the Customer is not required for this. The Customer has no claim to prior approval, naming or authorization of individual project staff.
3. The Agency remains the sole contractual partner of the Customer even when third parties are involved and coordinates the provision of services under its own responsibility.
4. The Agency is entitled to grant project staff the technical access required for project execution. 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
• other project-related access rights
5. If external project staff may potentially gain access to personal data or sensitive business information of the Customer during the performance of services, the Agency shall ensure that such personnel are bound to confidentiality to an appropriate extent.
6. The Customer has no right to demand that specific natural persons are deployed or that once assigned project staff remain permanently involved in the project.
§ 11 Binding Communication Channels and Validity of Instructions
1. Binding project instructions, approvals, change requests, prioritizations, scope changes, acceptances and other legally or economically relevant declarations of the Customer must be made in text form via a communication channel designated by the Agency.
2. Binding communication channels include in particular:
• email
• a project management system used by the Agency
• a signature or quotation portal
• other documentation channels expressly approved by the Agency
3. Communication via informal channels such as in particular:
• WhatsApp
• Slack
• Telegram
• Instagram
• LinkedIn
• telephone
• voice messages
• verbal meetings without subsequent documentation
shall not be considered binding service changes or project instructions unless confirmed afterwards in text form.
4. The Agency is not obliged to implement instructions transmitted via informal communication channels.
5. The Agency shall not be liable for misunderstandings, delays or additional effort resulting from project communication that has not been properly documented.
§ 12 Additional Services, Change Requests and Scope Creep
1. Services that are not expressly included in the offer, in the service description or in a written supplementary agreement shall be considered additional services.
2. This applies in particular to:
• additional design variants
• further templates, pages or sections
• additional revisions
• subsequent layout changes
• additional app integrations
• new functions
• additional interfaces
• additional tracking setups
• subsequent concept changes
• renewed implementations of components that have already been approved
• additional effort due to unclear or changed customer specifications
3. The Agency is not obliged to provide such additional services without a separate order.
4. Additional services shall be compensated according to agreement or, if no separate remuneration arrangement has been made, based on time spent at the Agency’s usual hourly rate, currently EUR 120.00 net per hour.
5. The Agency is entitled to make the execution of additional services dependent on a separate written order, advance payment or an adjustment of the project schedule.
6. The basis for service provision is exclusively the scope of services defined in the offer, service description or another agreement in text form. Upon project commencement, this scope of services shall be deemed binding.
§ 13 Scope Freeze and Binding Nature of Approved Project Stages
1. As soon as the Customer approves drafts, concepts, designs, technical solution approaches, functional scopes, content, wireframes, mockups, theme setups, navigation structures, data models, app concepts, tracking setups or other project components, the respective project stage shall be deemed bindingly approved.
2. Approval may occur explicitly or implicitly, in particular through:
• written confirmation
• confirmation by email
• approval in the project management system
• actual use
• forwarding to third parties for publication or further processing
• approval in meetings with subsequent documentation
3. After approval, the Agency is entitled to continue implementation based on this project stage.
4. Changes after approval generally constitute additional services and may result in additional costs as well as adjustments to deadlines, milestones and resources.
5. After a valid approval, the Customer cannot claim that the approved project stage must be changed again without additional remuneration, schedule adjustments or technical consequences.
§ 14 Development Stores, Transfer of Ownership and Handover of the Shopify Store
1. Shopify projects are frequently initially created by the Agency in so-called Development Stores or other development environments used for setup, configuration, testing and preparation of the later live operation.
2. Such development environments serve exclusively for project implementation and do not yet constitute the final handover of the Shopify store to the Customer.
3. The transfer of the store to the Customer usually takes place through transfer of the Store Owner status or another transfer mechanism provided by Shopify.
4. The Agency is entitled to withhold the transfer of the store or administrative main rights until all outstanding claims have been paid in full.
5. Upon transfer of the Store Owner status or another final handover, organizational and economic responsibility for the store transfers to the Customer.
6. From that moment onward the Customer is particularly responsible for:
• management of the Shopify account
• selection and management of payment providers
• selection and management of installed apps
• ongoing platform costs
• legal and content maintenance of the store
• user rights, employee access and security settings
7. Unless a separate agreement regarding maintenance, support or ongoing service exists, the Agency does not owe further maintenance or monitoring of the store after handover.
§ 15 Compensation, Advance Payment, Third-Party Costs and Payment Default
1. Unless expressly agreed otherwise in writing, compensation for all services of the Agency shall be paid 100% in advance.
2. The Agency is entitled to begin providing services only after full payment has been received.
3. All prices are net prices plus applicable statutory value-added tax.
4. External and third-party costs shall be borne separately by the Customer unless expressly agreed otherwise. This applies in particular to:
• themes
• apps
• plugins
• domains
• hosting
• stock materials
• fonts
• translations
• external developers or specialist services
• third-party software
• marketing and analytics tools
5. If ongoing third-party costs arise, these shall be borne by the Customer from the time of activation, licensing or takeover of the respective service.
6. If the Customer defaults on payments, the Agency shall be entitled to:
• suspend further services
• suspend project access, new deployments or handovers until payment has been received
• withhold usage rights not yet transferred
• provide additional services only against advance payment
7. Further statutory claims of the Agency remain unaffected.
§ 16 Acceptance of Services
1. If the contractual service has the character of a work contract or is designed as an acceptance-based service, the Customer is obliged to accept the service.
2. After completion of a project or a separable project phase, the Agency will request acceptance from the Customer.
3. The Customer is obliged to review the services within 7 calendar days after receipt of the request for acceptance and either declare acceptance or report specific significant defects in text form.
4. If no substantiated defect notice is submitted within this period, the service shall be deemed accepted.
5. Acceptance shall also be deemed to have occurred if the Customer productively uses the service, publishes it, launches it live, enters content, processes orders through it or otherwise uses the service in business operations.
6. Minor defects do not entitle the Customer to refuse acceptance.
7. The Agency is entitled to demand partial acceptance for clearly separable project phases.
§ 17 Partial Acceptance, Milestones and Ongoing Project Phases
1. In larger or multi-phase projects, the Agency may perform services in project phases, sprints, milestones or partial works.
2. Such project phases may include in particular:
• concept development
• design approvals
• theme setup
• app integration
• data migration
• tracking setups
• technical modules
• delivery of templates or functional blocks
3. For each separable project phase the Agency may require separate approval or acceptance.
4. Approved or accepted project phases shall serve as a binding basis for the further project implementation.
5. Subsequent changes to already approved or accepted phases shall be considered additional services.
§ 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 the Store Owner status, the project shall be deemed technically handed over unless additional services have expressly been agreed.
2. From that moment onward, responsibility for the ongoing operation of the store lies entirely with the Customer.
3. This includes in particular responsibility for:
• content and product data
• prices, variants and inventory levels
• payment and shipping configurations
• legal texts
• cookie and consent settings
• GDPR compliance
• tracking and marketing integrations
• employee and access rights
• security measures
• updates and ongoing store maintenance
4. After go-live, the Agency shall not be liable for disruptions, loss of revenue, misconfigurations or legal violations arising after the handover that are not based on a defect attributable to the Agency that already existed at the time of handover.
5. Changes, extensions, optimizations, corrections or rework requested after go-live shall constitute additional services unless expressly covered by a maintenance or support agreement.
§ 19 Legal Content, Legal Texts and Responsibility of the Customer
1. The Customer is solely responsible for the legal correctness, completeness and up-to-date status of all content of their online store.
2. This applies in particular to:
• imprint (legal notice)
• privacy policy
• terms and conditions
• right of withdrawal information
• shipping and payment conditions
• price information
• unit price indications
• product labeling
• product descriptions
• health, food or labeling-related claims
• competition-law relevant content
3. If the Agency technically integrates legal texts or adopts texts provided by third parties, this is done without legal review unless such review has been explicitly commissioned separately.
4. If the Agency provides Shopify standard templates, technical fields or placeholders, this is done solely as technical assistance. No liability is assumed for completeness, timeliness or legal validity of such content.
5. The Customer shall ensure that all content provided or approved by them is legally permissible.
§ 20 Data Protection, GDPR, Responsibility of the Customer and Indemnification
1. The Customer is the data controller within the meaning of the GDPR for all personal data processed in connection with their Shopify store, apps, tracking tools, integrations, marketing measures and business processes unless otherwise required by law or expressly agreed in writing.
2. The Customer is in particular obliged to:
• use apps, tools and integrations that comply with data protection law
• obtain required consents effectively
• fulfill information obligations
• implement an appropriate consent manager
• verify the legality of transfers to third countries
• maintain necessary contracts and documentation
• review, conclude and – where required – accept the relevant Shopify DPA and other necessary data processing or data protection agreements independently
3. If the Customer independently installs or uses apps, pixels, scripts, tracking or marketing tools or arranges their use, this occurs entirely under the Customer’s own responsibility under data protection law.
4. The Agency assumes no liability for data protection violations, warnings, fines or other claims arising from the Customer using or arranging the use of technologies or processes that are not compliant with data protection law.
5. The Customer shall indemnify the Agency against all claims of third parties, regulatory measures, fines, warnings, costs, damages and legal defense costs arising in connection with data protection violations of the Customer or measures initiated by the Customer that affect data protection.
6. This indemnification does not apply if the Agency has exclusively caused the violation intentionally or through gross negligence.
§ 21 Chargebacks, Payment Reversals and Payment Risks
1. Shopify stores regularly use external payment providers or payment processors to handle payments with end customers. These include in particular:
• Shopify Payments
• PayPal
• Klarna
• Stripe
• credit card providers
• other payment service providers
2. Decisions regarding chargebacks, payment reversals, fraud checks, payment disputes or withheld payments are made exclusively by the respective payment provider, the involved credit card company or the responsible financial institution.
3. The Agency has no influence over such decisions and therefore assumes no liability for 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 penalties
• account suspensions
• restrictions of payment functions
• verification procedures or documentation requirements imposed by payment providers
5. The Customer is solely responsible for:
• fraud prevention
• fraud management
• establishing and complying with payment policies
• communication with end customers in payment disputes
• return, shipping and refund processes
• fulfilling requirements imposed by payment providers
6. The Agency shall not be liable for financial losses, fees, account restrictions or other damages arising in connection with chargebacks, payment reversals or decisions made by payment providers.
§ 22 Apps, Third-Party Costs, Deactivations and Responsibility of the Customer
1. Shopify stores regularly use apps, plugins or other third-party software that are often offered as ongoing subscriptions or usage-based services.
2. Such costs generally arise directly through the Shopify account of the Customer or through a direct contractual relationship between the Customer and the respective third-party provider.
3. The Customer is solely responsible for:
• selecting suitable apps
• approving and activating apps
• deactivating or cancelling apps
• ongoing fees, subscriptions and additional costs
• the content-related and legal suitability of the apps used
4. The Agency shall not be liable for:
• ongoing app costs
• price changes
• paid upgrade tiers
• usage-based additional costs
• ongoing fees after project handover
• costs resulting from active or deactivated apps
5. If the Customer independently or through third parties deactivates, removes, replaces or modifies apps or their configurations, this occurs at the Customer’s own risk.
6. If this results in functional disruptions, data loss, display errors, integration problems or revenue impairments, the Agency assumes no liability.
7. Analysis, restoration, reinstallation, reconfiguration or rework resulting from such interventions shall constitute additional services and will be charged based on time spent.
§ 23 App Updates, App Compatibility and Changes by Third Parties
1. Unless expressly agreed otherwise, the Agency only owes the setup, integration or configuration of apps and third-party components based on the technical state existing at the time the service is performed.
2. The Agency assumes no warranty and no liability for later incompatibilities, malfunctions or functional changes resulting from:
• updates of apps
• changes made by app providers
• interaction between multiple apps
• API or Shopify changes
• deactivation or discontinuation of an app
• price or functional changes made by third-party providers
3. The Agency is not obliged to permanently monitor apps for compatibility, functionality or future viability.
4. Necessary adjustments, reconfigurations, new integrations or alternative setups due to later third-party changes shall constitute additional services.
§ 24 Theme Updates, Custom Code and Overwrite Risks
1. Shopify themes are regularly updated, expanded or technically modified by their developers.
2. Theme updates may lead to individual customizations, custom code, snippets, sections, CSS, JavaScript or Liquid modifications being overwritten in whole or in part.
3. If the Customer performs theme updates themselves or arranges such updates through employees, third parties or apps, this occurs at their 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 theme interventions.
5. The restoration, reconstruction or reimplementation of individual theme customizations after updates constitutes a separately chargeable additional service.
6. The same applies if theme developers change their technical architecture, file structure, blocks, sections or configuration logic and thereby affect existing customizations.
§ 25 Changes to the Shopify Platform, APIs, Checkout and Technical Limitations
1. Shopify may implement technical, structural or functional changes to its platform at any time, in particular regarding:
• standard functions
• APIs and webhooks
• checkout processes
• payment functions
• app interfaces
• integrations
• role and permission systems
• theme architectures
• technical limitations of the platform
2. Such changes may affect existing store configurations, custom developments, app integrations, tracking setups, themes, interfaces or other implementations.
3. The Agency assumes no liability for functional changes, limitations, incompatibilities or other effects that arise directly or indirectly from changes to the Shopify platform.
4. If Shopify does not allow certain technical functions, restricts them or supports them only to a limited extent, the Agency shall not be obliged to provide alternative solutions deviating from such limitations.
5. Services that become necessary due to Shopify changes, API modifications, checkout limitations or modified platform requirements shall be considered additional services.
6. The Agency provides its services within the scope of the technical possibilities actually made available by Shopify and in compliance with the Shopify Partner Terms applicable to it. Shopify regulates its partner program and additional partner obligations in its own contractual conditions.
§ 26 Migrations, Data Transfers and System Differences
1. When migrating from other shop systems, CMS systems, data sources or other platforms to Shopify, technical limitations, structural differences, data inconsistencies or functional deviations may occur.
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
• individual data structures
• pricing logic
• plugins or extensions
• tracking setups
• individual checkout processes
• external ERP, PIM, CRM or middleware integrations
4. Differences in the technical architecture of various systems may lead to certain functions being implemented only differently, in a limited manner or not at all within Shopify.
5. The Agency assumes no liability for:
• data loss
• data inconsistencies
• differing data logic
• functional changes
• structural differences
• limitations resulting from the target platform Shopify
6. The Customer is obliged to independently and promptly verify migrated data, prices, content, variants, inventory levels, customer data and other transferred information after completion of the migration.
7. Subsequent corrections resulting from missing or delayed verification by the Customer may be charged separately.
§ 27 Tracking, Pixels, Marketing Tools and Consent Responsibility
1. At the request of the Customer, the Agency may technically integrate, configure or prepare tracking, analytics or marketing tools.
2. This includes 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 generally only owes the technical integration of such tools if this has been expressly agreed.
4. A legal review of compliance with data protection law, competition law or telecommunications law regarding such tools is not part of the services unless explicitly commissioned separately.
5. The Customer is solely responsible for:
• compliance with GDPR and other data protection regulations
• obtaining required consents
• implementation and configuration of a legally compliant consent manager
• correct categorization and blocking of technologies requiring consent
• legal assessment of the tracking and marketing technologies used
6. The Agency assumes no liability for:
• data protection violations
• legal warnings
• administrative fines
• regulatory measures
• claims of third parties
• incorrect consent configurations by the Customer
• subsequent functional changes by tracking providers
7. If providers such as Meta, Google, TikTok or other platforms change their technical requirements, functionality or interfaces, the Agency assumes no liability for resulting restrictions or malfunctions.
§ 28 Support, Maintenance, Emergency Services and Express Work
1. Ongoing maintenance, support, monitoring or service work is only owed if explicitly agreed in a separate agreement.
2. Without a separate support or maintenance agreement the Agency does not owe in particular:
• continuous monitoring of the store
• automatic error monitoring
• timely handling of spontaneous requests
• ongoing security or compatibility updates
• standby or emergency services
3. Urgent, short-term 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 conditions, priority surcharges or increased hourly rates.
5. The Agency is not obliged to accept emergency or express service requests or to provide them within a specific timeframe unless expressly agreed.
§ 29 Usage Rights, Transfer of Rights and Right of Retention Until Full Payment
1. All copyrights, neighboring rights and other rights to concepts, designs, layouts, code, modules, documentation, graphics, draft texts, structures and other work results created by the Agency initially remain with the Agency.
2. After full payment of the agreed remuneration, the Customer receives a simple, non-transferable right of use for the results created specifically for them for the contractually intended purpose unless expressly agreed otherwise.
3. Until full payment has been made, all usage rights remain with the Agency. The Agency is entitled to withhold delivery of final files, access credentials, deployments or transfers until full payment has been received.
4. Rights that do not transfer to the Customer include in particular rights to:
• general frameworks
• reusable modules
• libraries
• internal tools
• templates
• routines
• know-how
• methods
• components that may be reused independently of the specific project
5. If third-party rights are involved, the Customer receives usage rights only within the scope of the respective license conditions of the third party.
§ 30 Reference Use, Self-Promotion and Project Attribution
1. The Agency is entitled to use completed or published projects for reference purposes.
2. This includes in particular the use of:
• the Customer’s company name
• shop URL
• project description
• screenshots
• 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 information of the Customer that is not publicly available is excluded from this and may not be published without separate consent.
5. If the Customer does not wish to be referenced for legitimate reasons, this requires a separate written agreement.
§ 31 Shopify Partner Compliance and Permitted Scope of Services
1. If the Agency operates as a Shopify partner or within the Shopify ecosystem, its services are provided in accordance with the applicable Shopify policies, partner terms, platform requirements and technical restrictions.
2. The Agency is not obliged to provide services that would violate binding Shopify requirements, platform policies, technical restrictions or legal regulations.
3. In particular the Agency does not owe services that would require unauthorized circumvention of platform-based checkout, payment, API or security restrictions.
4. If Shopify restricts or prohibits certain functions, integrations or processes, the Agency is not obliged to circumvent such restrictions.
§ 32 Liability of the Agency
1. The Agency shall be liable without limitation only for damages resulting from intentional misconduct.
2. Otherwise, the liability of the Agency shall, to the extent legally permissible, be limited. Excessive or non-transparent clauses may be invalid under German law; therefore this clause shall apply within the legally permissible scope.
3. In cases of simple negligence the Agency shall only be liable for the breach of essential contractual obligations whose fulfillment is necessary for proper execution of the contract and on whose compliance the Customer may regularly rely. In such cases liability is limited to the typical, foreseeable damage.
4. To the extent legally permissible, the Agency’s liability shall additionally be limited in amount to the net remuneration 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:
• loss of profit
• lost revenue
• indirect damages
• consequential damages
• data loss that could have been avoided through proper data backup by the Customer
• damages resulting from Shopify changes
• damages caused by third-party apps, themes or integrations
• chargebacks, fraud cases or payment provider decisions
• data protection, competition law or labeling violations by the Customer
• unauthorized changes by the Customer or third parties
• failures or changes of external services
6. To the extent the Agency’s liability is excluded or limited, this shall also apply in favor of its legal representatives, employees, freelancers, subcontractors and agents.
§ 33 Indemnification by the Customer for Legal Violations and Third-Party Claims
1. The Customer shall indemnify the Agency against all claims of third parties arising from content, data, products, advertising statements, images, texts, trademarks, apps, tracking setups, imported data or other materials provided or approved by the Customer that violate third-party rights or legal regulations.
2. This includes in particular claims due to:
• copyright infringements
• trademark infringements
• competition law violations
• data protection violations
• misleading advertising
• violations of labeling or information obligations
• unlawful product claims
3. The indemnification also includes reasonable legal defense costs.
4. This does not apply if the Agency has exclusively caused the violation intentionally or through gross negligence.
§ 34 Jurisdiction, Applicable Law and Place of Performance
1. The law of the Federal Republic of Germany shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) where its application may be excluded.
2. The place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall, where legally permissible, be the registered office of the Agency.
3. The place of performance for all services and payments shall be the registered office of the Agency unless otherwise agreed or required by mandatory law.
§ 35 Final Provisions, Severability Clause and Order of Precedence
1. If individual provisions of these GTC are or become wholly or partially invalid, unenforceable or impracticable, the validity of the remaining provisions shall remain unaffected.
2. In place of the invalid or unenforceable provision, a legally permissible provision shall be deemed agreed that comes closest to the economic purpose of the invalid provision insofar as supplementary contractual interpretation is permitted.
3. In the event of contradictions between the offer, an individual agreement and these GTC, the following order of precedence shall apply:
a) individual agreement
b) offer / service description / Statement of Work
c) these GTC
4. Amendments and supplements to the contract must be made at least in text form unless a stricter form is required by law or explicitly agreed.