Conditions

Our
Terms and conditions

Terms of Service

§ 1 Validity
  1. These General Terms and Conditions (hereinafter referred to as “GTC”) apply to all our current and future contracts and business relationships. Any conflicting terms and conditions of the client shall not become part of the contract unless expressly confirmed separately and in writing by Shopmacher.

  2. These terms and conditions only apply if the client is an entrepreneur (§ 14 BGB) or a legal entity under public law.

  3. Individual agreements made with the client in specific cases always take precedence over these terms and conditions.

  4. Legally relevant declarations and notifications by the client with regard to the contract (e.g. notifications of defects, deadlines, etc.) must be made in writing or text form.
§ 2 Service contract
  1. Unless expressly agreed otherwise, Shopmacher is engaged under a service contract. Unless expressly agreed otherwise, Shopmacher only provides the client with personnel resources for a fee.
  2. Unless explicitly agreed otherwise, projects are further developed using agile methodology or in individually agreed sub-projects between the client and the service provider, so that there are no fixed target definitions, but these only emerge in the collaboration on the basis of this contract.
§ 3 Offer and conclusion of contract
  1. Shopmacher’s offers are subject to change and non-binding.
  2. Shopmacher typically confirms orders from the customer, but is not obligated to do so. Acceptance of a contract offer by Shopmacher can be made electronically, in writing, or by providing the agreed service. Verbal agreements made by Shopmacher prior to the conclusion of these contracts are not legally binding, and verbal agreements between the contracting parties are superseded by written contracts unless it is expressly stated therein that they remain binding.

  3. Changes to the order confirmation are subject to Shopmacher’s Change Request (CR) procedure. These CRs will result in corresponding adjustments to the execution deadlines and dates.

  4. All copyrights, industrial property rights, and similar rights to the contractually provided services and all other written, machine-readable, and other work results created within the scope of this contract shall transfer to the client unconditionally and without additional payment upon full payment of all invoices from Shopmacher arising from the contractual relationship. The Contractor has irrevocable, exclusive rights to the use of the work results, without any geographical, temporal, or content-related restrictions, and the Client may expand, transfer, revise, adapt, modify, reproduce, or publish such results without the Contractor’s consent. This excludes source code originating from or created from so-called “open source” sources, as well as media (images, film clips, animations, texts) for which copyright belongs to third parties. In these cases, the rights of use are as agreed between Shopmacher and the third parties.

  5. Shopmacher is not prohibited from using the knowledge acquired during the performance of the contract for its own purposes, provided that this does not infringe upon the client’s intellectual property rights as previously defined.

  6. Shopmacher assumes that when using data and preliminary work provided by the client, these are not encumbered by third-party rights and that the client has the necessary right of use for the project.
§ 4 Prices and payment agreements
  1. The prices apply to the scope of services and delivery specified in the order confirmations. Additional or special services will be billed separately. Prices are listed in euros, plus statutory VAT.

  2. Unless otherwise specified, invoice amounts are due within 10 days (from the invoice date) without any deductions, unless otherwise agreed in writing. The date of payment is determined by the date of receipt by Shopmacher.

  3. If, after the conclusion of the contract, it becomes apparent that Shopmacher’s claim for payment is at risk due to the client’s inability to pay (e.g., due to a petition for the opening of insolvency proceedings or similar), Shopmacher is entitled to refuse to perform and, if necessary after setting a deadline, to withdraw from the contract. Likewise, Shopmacher is then entitled to perform or provide any outstanding services only against advance payment or the provision of security.
§ 5 Place of Performance and Expenses
  1. Services are provided at the offices of Shopmacher, its contractual partners, or the client. If the work is performed at the client’s premises, the client shall reimburse travel expenses at a flat rate of €0.50 per kilometer traveled. The costs for second-class train or air travel, as well as accommodation costs, will be billed based on actual expenses incurred. Travel costs and travel time are not included in the daily rates and quoted prices mentioned above. Travel time is considered working time and is charged at 50% of the costs.
§ 6 Rights of Retention
  1. The client is only entitled to set-off and retention rights if his claim has been legally established or is undisputed and his counterclaim is based on the same contractual relationship.
§ 7 Dates/Deadlines/Obstacles to Performance
  1. Deadlines and dates for services provided by Shopmacher are always approximate unless a fixed deadline or date has been expressly promised or agreed upon. The burden of proof for a fixed deadline or date lies with the client.

  2. Shopmacher may—without prejudice to its rights arising from the Client’s default—require the Client to extend delivery and performance deadlines or postpone delivery/performance dates by the period during which the Client fails to fulfill its contractual obligations to Shopmacher.

  3. Shopmacher is not liable for impossibility of delivery or for delivery delays insofar as these are caused by force majeure or other events unforeseeable at the time of conclusion of the contract (for example, operational disruptions of any kind, transport delays, strikes, lawful lockouts, labor shortages, official actions, or the failure, incorrectness, or lateness of deliveries by suppliers) for which Shopmacher is not responsible. If such events significantly impede or render impossible Shopmacher’s delivery or performance, and the impediment is not merely temporary, Shopmacher is entitled to withdraw from the contract. In the case of temporary impediments, any expressly agreed deadlines shall be extended by the duration of the impediment, plus a reasonable start-up period.

  4. If Shopmacher is in default of performance or if performance becomes impossible for any reason, Shopmacher’s liability for damages shall be limited in accordance with Section 8 of these General Terms and Conditions.
§ 8 Duty to cooperate
  1. The client will provide the necessary data in a timely manner and in digital form. If Shopmacher provides the client with drafts and/or test versions, specifying a reasonable deadline for review for accuracy and completeness, the drafts and/or test versions will be deemed approved after the deadline has expired, unless Shopmacher receives a request for corrections.

  2. The client is responsible for providing sufficient resources and information as part of their duty to cooperate. They will ensure the availability of the required number of competent employees from both a technical and IT perspective, as well as sufficient computing resources such as storage, processing power, and network capacity.

  3. If Shopmacher deems it necessary, the client will provide a test environment (hardware with current software, in particular the operating system and server software corresponding to the later operating conditions).

  4. If and to the extent that errors or disruptions in the functionality of Shopmacher’s services—such as a website—occur, the Client shall immediately notify Shopmacher via the designated communication channels, specifying the time of the error, the details of the issue, and the name and contact information of the reporting and responsible employee. In principle, Shopmacher will begin the necessary work no later than 3 business days after notification, unless circumstances or contractual agreements require earlier action.

  5. The client is responsible for the trouble-free operation of the remote maintenance and support facilities, in particular stable data services and interfaces.
§ 9 Warranty
  1. Shopmacher is liable without limitation for damages resulting from injury to life, body or health caused by a breach of duty by a legal representative or vicarious agent of the service provider.

  2. Shopmacher is not liable for simple negligence on the part of its legal representatives, executive employees, and vicarious agents, unless a duty is breached whose fulfillment is of particular importance for achieving the purpose of the contract (cardinal duty). Cardinal duties are those duties whose fulfillment is essential for the proper performance of the contract, whose breach jeopardizes the achievement of the contract’s purpose, and on whose fulfillment the other contracting party regularly relies.

  3. In the event of a negligent breach of a fundamental obligation, liability is limited to the foreseeable damage typical for this type of contract. Otherwise, the contractor shall be liable only in cases of willful misconduct or gross negligence on the part of its legal representatives, executive officers, and agents.
§ 10 Term and Termination
  1. Unless otherwise agreed (individually), the contract for the provision of services can be terminated at any time with immediate effect for the future. Services rendered up to that point must be compensated; Shopmacher’s records apply in this regard.

  2. The right to extraordinary termination remains unaffected. This applies in particular if the client is in default of payment or fails to provide their cooperation, or fails to do so in a timely manner or in sufficient scope and quality despite a reminder.

  3. The termination notice must be in written form.
§ 12 Prohibition of Solicitation and Hiring
  1. The client and Shopmacher mutually agree not to take any measures to solicit employees and freelancers from the respective contracting party’s company during the term of the contract and for a period of three years after its termination (non-solicitation clause), and in particular not to directly or indirectly employ, offer employment to, or arrange employment for any persons who are or were in an employment or service relationship with the respective contracting party (client or contractor) on any day within the aforementioned period.
§ 13 Choice of law, jurisdiction, severability clause
  1. These terms and conditions and the contractual relationship between Shopmacher and the client are governed exclusively by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

  2. Shopmacher’s place of business is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.

  3. Should any provision of this agreement be invalid, unenforceable, or voidable, this shall not affect the validity of the remaining provisions. The invalid, unenforceable, or voidable provision shall be replaced by a provision that most closely reflects the economic purpose intended by the parties. The same shall apply in the event of any gap in this agreement.

GESCHER
Status: March 2026

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