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. Conflicting terms and conditions of the Customer shall not become part of the contract unless this is confirmed separately and in text form by Shopmacher.
  2. These GTC 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 individual cases shall always take precedence over these GTC.
  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 commissioned within the framework of a service contract. Unless expressly agreed otherwise, Shopmacher shall only provide the Customer with human resources in return for payment.
  2. Unless expressly agreed otherwise, projects are further developed using agile methodology or in sub-projects individually agreed between the client and service provider, so that there are no fixed target definitions, but these only arise 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. As a rule, Shopmacher confirms orders placed by the Customer, although there is no obligation to do so. Shopmacher may accept a contractual offer electronically or in text form, or by providing the agreed service. Verbal commitments made by Shopmacher prior to the conclusion of these contracts are not legally binding and verbal agreements between the contracting parties are replaced by contracts in text form, unless it is expressly stated in each case that they continue to be binding.
  3. Changes to the order confirmation are subject to Shopmacher’s Change Request (CR) procedure. Due to this CR, the execution deadlines and dates are postponed accordingly.
  4. All rights of use under copyright law, industrial property rights and legal positions similar to industrial property rights to the services provided under the contract and to all other written, machine-readable and other work results created within the scope of this contract shall be transferred to the Client without further conditions and without additional remuneration upon full payment of all Shopmacher invoices arising from the contractual relationship. The rights of use to the work results are irrevocably, exclusively, geographically, temporally and in terms of content unrestricted and may be extended, transferred, revised, adapted, modified, reproduced or published by the Client without the consent of the Service Provider. Excluded from this are source codes that originate from so-called “open source” sources or have been created from them, as well as media (images, film clips, animations, texts) for which the authorship lies with third parties. Here the rights of use are as agreed by Shopmacher with third parties.
  5. Shopmacher is not prevented from using the knowledge acquired in the course of the execution of the contract for its own purposes, provided that this does not interfere with the Client’s property rights in accordance with the pre-definition.
  6. Shopmacher assumes when using data and preliminary work of the Client that these are not encumbered with the rights of third parties and that the Client has the right of use required for the order.
§ 4 Prices and payment agreements
  1. The prices apply to the scope of services and delivery listed in the order confirmations. Additional or special services will be charged separately. The prices are in euros plus statutory VAT.
  2. Unless otherwise stated, invoice amounts are to be paid within 10 days (after the invoice date) without any deductions, unless otherwise agreed in text form. The date of receipt by Shopmacher is decisive for the date of payment.
  3. If, after conclusion of the contract, it is foreseeable that Shopmacher’s claim to payment of the fee is jeopardized due to the Customer’s inability to pay (e.g. due to an application to open insolvency proceedings or similar), Shopmacher is entitled to refuse performance and, if necessary, to withdraw from the contract after setting a deadline. Shopmacher is then also entitled to perform or provide outstanding services only against advance payment or the provision of security.
§ 5 Rights of retention
  1. The client shall only be entitled to rights of set-off and retention if his claim has been legally established or is undisputed and his counterclaim is based on the same contractual relationship.
§ 6 Dates/deadlines/impediments to performance
  1. Deadlines and dates for services promised by Shopmacher are always only approximate, unless a fixed deadline or date has been expressly promised or agreed. The burden of proof for a fixed deadline or a fixed date lies with the Client.
  2. Shopmacher may – without prejudice to its rights arising from default on the part of the Customer – demand that the Customer extend delivery and performance deadlines or postpone delivery/performance dates by the period in which the Customer fails to meet its contractual obligations to Shopmacher.
  3. Shopmacher is not liable for impossibility of delivery or for delays in delivery if these are caused by force majeure or other events unforeseeable at the time the contract was concluded (e.g. operational disruptions of all kinds, transport delays, strikes, lawful lockouts, lack of manpower, official measures or the failure of suppliers to deliver or to deliver correctly or on time) for which Shopmacher is not responsible. If such events make delivery or performance significantly more difficult or impossible for Shopmacher and the hindrance is not only of a temporary nature, Shopmacher is entitled to withdraw from the contract. In the event of hindrances of a temporary duration, any expressly agreed deadlines shall be extended by the period of the hindrance, plus a reasonable start-up period.
  4. If Shopmacher defaults on a service or if a service becomes impossible for whatever reason, Shopmacher’s liability for damages is limited in accordance with § 8 of these General Terms and Conditions.
§ 7 Duty to cooperate
  1. The Client shall provide the necessary data in a timely manner and in digital form. Insofar as Shopmacher provides the Customer with drafts and/or test versions with a reasonable period of time for checking for correctness and completeness, the drafts and/or test versions shall be deemed approved after expiry of the deadline, unless Shopmacher receives a request for correction.
  2. The client is responsible for providing sufficient resources and information as part of its duty to cooperate. It shall ensure the availability of the required number of competent employees from a technical and IT perspective and sufficient computer capacities such as memory, processing power and line capacities.
  3. If Shopmacher deems it necessary, the Customer shall provide a test environment (hardware with the latest software version, in particular the operating system and server software corresponding to the later operating conditions).
  4. If and insofar as errors or impairments to the functionality of Shopmacher’s services occur, for example a website, the Client shall inform Shopmacher immediately in the designated communication systems, stating the time of the error, specifications and the name and contact information of the reporting and responsible employee. In principle, Shopmacher will begin the necessary work after 3 working days at the latest, unless the circumstances or contractual agreement require earlier action.
  5. The client is responsible for the trouble-free operation of the remote maintenance and care facilities, in particular stable data services and interfaces.
§ 8 Warranty
  1. Shopmacher is liable without limitation for damages resulting from injury to life, limb or health that are based on a breach of duty by a legal representative or vicarious agent of the Service Provider.
  2. Shopmacher shall not be liable for simple negligence on the part of its legal representatives, executives and vicarious agents, unless an obligation is breached, compliance with which is of particular importance for achieving the purpose of the contract (cardinal obligation). Cardinal obligations are those obligations whose fulfillment is essential for the proper execution of the contract, whose breach jeopardizes the achievement of the purpose of the contract and on whose compliance the other contracting party regularly relies.
  3. In the event of a negligent breach of a cardinal obligation, liability shall be limited to the foreseeable damage typical of the contract. Otherwise, the Contractor shall only be liable for intent and gross negligence on the part of its legal representatives, executives and vicarious agents.
§ 9 Term and termination
  1. Unless otherwise (individually) agreed, the contract for the provision of services may be terminated at any time with immediate effect for the future. The services provided up to that point shall be remunerated; Shopmacher’s records shall apply in this regard.
  2. The right to extraordinary termination remains unaffected. This shall occur in particular if the Client is in default with the payment of the remuneration or does not provide its cooperation services or does not provide them on time or in sufficient scope and quality despite a reminder.
  3. Notice of termination must be given in text form.
§ 10 Authority to issue instructions, subcontractors or partner companies
  1. Employees employed by Shopmacher at the Client’s premises are exclusively subject to Shopmacher’s right to issue instructions. This applies in particular to instructions under labor law. Scheduling and technical instructions must be coordinated with the contact persons previously agreed between Shopmacher and the Client. Shopmacher employees are only authorized to accept purely technical instructions from the Client.
  2. Shopmacher is entitled to have (partial) services performed by subcontractors or partner companies. (Partial) services carried out by subcontractors or partner companies are treated as services carried out by Shopmacher itself.
§ Section 11 Non-solicitation and recruitment ban
  1. The Client and Shopmacher mutually undertake not to take any measures to entice employees and freelancers away from the company of the respective contractual partner during the term of the contract and for a period of three years after the end of the term (non-solicitation clause) and, in particular, not to directly or indirectly employ or offer or arrange employment for persons who are or were in a service or employment relationship with the respective contractual partner (Client or Contractor) on any day within the aforementioned period.
§ Section 12 Choice of law, place of jurisdiction, severability clause
  1. These GTC and the contractual relationship between Shopmacher and the Customer shall be governed exclusively by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
  2. The place of business of Shopmacher 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 contestable, this shall not affect the validity of the remainder of the agreement. The ineffective, unenforceable or contestable regulation should be replaced by one that corresponds to the economic purpose of the parties. The same applies in the event of a gap in this contract.

GESCHER
Status: March 2026

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