General Terms and Conditions

I. Scope of application / subject matter of the contract

  1. The conditions of Shopmentor E-Commerce Group FZ-LLC (The Meydan Hotel, Grandstand, 6th floor, Meydan Road, Nad Al Sheba – Dubai – United Arab Emirates, UAE), – hereinafter referred to as “Shopmentor” – only apply to business transactions with entrepreneurs.
  2. Deviations from these terms and conditions require written agreement. Any deviating terms and conditions of the customer are hereby expressly rejected.
  3. Amendments and additions to contractual agreements must be recorded in writing for verification purposes. The power of attorney to issue guarantees and assurances is limited to managing directors, authorized signatories and authorized agents.
  4. These terms and conditions apply to services provided by Shopmentor, work services, services and deliveries from purchase contracts and order services (hereinafter also referred to as services).
  5. Under contracts for standard software/standard applications or software/applications to be created by Shopmentor, Shopmentor is only responsible for the executability and reproducibility for the agreed browsers and transmission standards and operating systems of desktop PCs or mobile end devices or those that are dominant on the market when the order is placed, in the version published when the order is placed.
  6. The use of open source and other third-party components is based on the status they have at the time the service is provided. Shopmentor is not obliged to adapt the services provided and/or the components used to subsequent changes or releases of the components used.
  7. Standard software, third-party programs and standard solutions are each used in their basic version. Supplementary modules and/or higher versions, such as Enterprise versions, must be licensed and paid for separately.
  8. Insofar as we make recommendations on what we consider to be a suitable hardware and/or software environment and on the design and online strategy of a possible IT solution, which are not the subject of an order subject to remuneration, these recommendations are non-binding.
  9. Orders for additions and / or reprogramming to or from standard software always refer to the release status of the corresponding standard software at the time the order is placed.
  10. Shopmentor is entitled to provide partial services if this is reasonable for the customer.
  11. Shopmentor is not obliged to archive data and documents provided by the customer or data and documents relating to work completed, delivered and/or accepted by us, unless we are legally or contractually obliged to do so, for example on the basis of an order data processing agreement.

II Offers, conclusion of contract

  1. Our offers are subject to change. Cost estimates or budget plans prepared by us are non-binding. A contract is only concluded when the customer orders the offer at least in text form, we have sent an order confirmation or we begin with the ordered services.
  2. Ideas, concepts, strategies, design proposals etc. that we present to the client are non-binding and are subject to feasibility checks.
  3. We can accept offers addressed to us within 14 days.

III Cooperation / cooperation of the customer

  1. The parties shall work together in a spirit of trust and shall inform each other immediately of any intended deviations from the agreed procedure.
  2. The customer supports us in the execution of the contract. In particular, it shall provide the necessary information, data material and hardware and software in good time, insofar as this is necessary for the provision of our service.
  3. The customer shall bear the legal responsibility for the commissioned service. In case of doubt about the legal admissibility of the commissioned service, the customer must obtain legal advice at his own expense.
  4. If, in agreement with the customer, employees provide contractually owed services at the customer’s premises, the customer shall be responsible for exercising project responsibility and project management for the services to be provided at the customer’s premises.
  5. All objects, photos, drawings or data carriers provided to us shall be treated by us with the utmost care. However, we only accept liability for storage and transportation in the event of damage caused intentionally or by gross negligence and only limited to the material value.

IV. Deadlines, delay in delivery

  1. We meet our customers’ deadline requests with the utmost flexibility and reliability. However, only those dates that are designated as binding by us in writing shall be binding. In the event of subsequent changes to the contract that entail additional work, the agreed date shall lose its validity and a new delivery date must be agreed. If a new delivery date is not agreed, the delivery date shall be postponed by a reasonable period of time.
  2. We are not responsible for delays in performance due to force majeure (general disruption of telecommunications, strike, etc.) or circumstances for which the customer is responsible. They entitle us to postpone the provision of the affected service for the duration of the hindrance. The same shall apply in the event of non-performance or improper performance of contracts concluded in good time with third parties. If a binding delivery date is exceeded by more than eight weeks for the aforementioned reasons, each party shall have the right to terminate the contract.
  3. If delays caused by the customer and occurring despite Shopmentor setting a deadline, for example due to a breach of obligations to cooperate, result in our calculated utilization of material and personnel resources not being achieved and not being able to be achieved elsewhere, or if provision costs are not covered, the resulting costs and damages shall be borne by the customer. The customer reserves the right to provide evidence of lower costs and damages.
  4. The delivery of software services takes place in consultation with the customer. In the absence of an agreement, we make the software and the application documentation available for download in a network and inform the customer of the retrieval data.
  5. In the case of physical shipment, the time at which we hand over the goods, software and application documentation to the carrier shall be decisive for compliance with delivery dates and the transfer of risk, otherwise the time at which the software is made available on the network and the customer has been notified of this.
  6. The customer must ensure that the services can be delivered at the agreed time.

V. Changes to services

  1. Any requests by the customer for changes or additions to the contractually agreed scope of the services to be provided by us must be made in writing. If it is foreseeable that the date of completion will be postponed due to the change or addition requests or that the costs, in particular our claim for remuneration, will increase, we shall inform the customer of this. The customer then has the choice of either agreeing in principle to the postponement of the service times and increase in remuneration or withdrawing the change request.
  2. If the customer adheres to his change requests, we check the feasibility and inform the customer of the specific effects of the change request on the agreements made (deadlines and remuneration). The statement contains either a proposal for the implementation of the change request or information as to why the change request cannot be implemented.
  3. A written supplementary agreement shall be concluded on the implementation of the customer’s requests for changes or additions. If no agreement is reached, the original scope of services shall remain unchanged.
  4. Dates and deadlines affected by the amendment procedure shall be postponed as necessary, taking into account the duration of the review and vote on the amendment proposal and, if applicable, the duration of implementation plus a reasonable start-up period.
  5. The customer shall bear the costs arising from the change request, in particular the examination of the change request, the preparation of a change proposal and any downtimes, even if an agreement within the meaning of paragraph 3 is not reached.
  6. If a written supplementary/amendment agreement is not concluded, but we nevertheless provide additional services at the customer’s request, Section VIII, 6 shall apply accordingly.

VI Inspection obligations of the customer, acceptance

  1. The customer is obliged to inspect and test the service provided by us immediately after notification of completion and / or provision or delivery. This also applies to concepts, texts, final artwork, applications, software solutions, photos, digital data sets and other documents that are submitted to the customer for approval prior to the start of printing or production. The software provided by us must be checked for its functionality in the agreed or assumed running environment.
  2. Obvious defects must be reported immediately, but no later than 5 working days after delivery. Defects that could not be discovered despite careful inspection must be reported immediately after their occurrence.
  3. Defects must be reported to us in writing, stating the information suitable for remedying the defect.
  4. The customer is obliged to accept programming and other work services provided by us by sending an acceptance report at least in text form and may not refuse acceptance due to insignificant defects.
  5. If the customer allows a reasonable deadline set by us for acceptance to elapse, the service shall be deemed to have been accepted upon expiry of this deadline. The service shall also be deemed to have been accepted without setting a deadline if the customer uses the service without having reported significant defects.
  6. We are entitled to demand partial acceptance if the partial services are self-contained.

VII Rights

  1. Our services regularly constitute intellectual creations and are subject in particular to copyright law. Irrespective of the type of order, we are the author and owner of all property rights, rights of use and exploitation rights.
  2. The rights of use to our services are only transferred to the extent expressly stipulated in the underlying contract. In the absence of a provision, the customer shall receive a revocable simple (non-exclusive, non-transferable) right of use to software products to the extent necessary to achieve the purpose pursued by the respective contract until all claims arising from the business relationship have been paid in full. Any further use, in particular imitation, duplication except for backup purposes, rental and further licensing is not permitted. There is no entitlement to transfer of the source code.
  3. Insofar as we have no further agreement with the customer, rights are granted for the duration of the contract and for an unlimited period of time. If standard software is sold, the rights are granted for an unlimited period.
  4. If Shopmentor supplies the customer with software created or distributed by third parties, the customer is generally granted rights of use of the type and to the extent that corresponds to the license and terms of use of the third party.
  5. Clauses 1 and 3 also apply to IT solutions and software produced individually for the customer. In deviation from the rights provision in paragraph 2, the following granting of rights applies to individually produced and paid-for software: Shopmentor grants the customer the irrevocable right to use the software for all known types of use, unlimited in terms of territory, time and content, at the time of payment, as well as the sole and unlimited right of ownership to those services for which such a right can be established and transferred. In particular, the customer is entitled without restriction to reproduce, edit (including combining software with other programs, redesigning, converting into other programming languages and for other operating systems), transfer to other forms of presentation and otherwise modify, continue and supplement the work results, distribute them in unchanged and modified form, and publicly reproduce them by wire or wireless means. The right to grant sublicenses and to transfer all rights of use granted under this agreement, whether for a fee or free of charge, shall be limited to companies affiliated with the customer.
  6. Shopmentor is entitled to incorporate services created within the scope of an order, which represent either changes and extensions to the standard software or newly created individual software, into its own standard software.
  7. Until the remuneration has been paid in full, the customer is only permitted to use the service provided on a revocable basis.
  8. We are entitled to use the customer’s name as a reference customer and the customer-related project for demonstration and advertising purposes as well as for the press, unless there are important reasons not to do so.
  9. Ideas, concepts, strategies, slogans and texts, graphics and other visual design elements that we develop for and present to a client and that are not subject to copyright or other intellectual property rights are presented to the client confidentially and may only be used by the client if we receive the order and/or are remunerated for the services. The rights of use shall then be governed by paragraphs 2 and 3. If our services are used contrary to this provision, the customer shall be obliged to pay an appropriate contractual penalty, which we shall determine at our reasonable discretion and which may be reviewed in court in the event of a dispute.
  10. The rights to provided system components (hardware and software) are governed by the manufacturer’s specifications.

VIII. Remuneration, default of payment, offsetting

  1. Our services, in particular concept, consulting or development work, are always provided for a fee.
  2. Our services shall be regularly remunerated on a time basis, unless expressly agreed otherwise. Cost estimates and non-binding offers shall not be deemed to be an agreement to the contrary. Fixed price agreements and cost ceilings must be expressly designated as such.
  3. Our invoices are due for payment without deduction immediately after provision of a software application or after delivery of another service. We reserve the right to issue interim invoices for longer-term orders or work delays caused by the customer. We are entitled to demand reasonable advance payments on the total remuneration when the order is placed and according to the progress of the project. The same applies to the invoicing of partial services, insofar as we are entitled to provide them.
  4. The customer shall be in default of payment 30 days after receipt of the invoice, even without a reminder.
  5. The services provided by third parties as part of our agency business are invoiced separately. These services are also payable immediately after provision or delivery without deduction.
  6. Shopmentor is entitled to invoice the customer in advance for external services to be procured for the customer and to make the procurement dependent on receipt of payment.
  7. If we have not reached an agreement with the customer on the remuneration of our service, the customer shall pay the usual remuneration for this service. In case of doubt, our general remuneration rates valid at the time of performance of the service shall be deemed customary.
  8. The rates quoted by us are net prices plus statutory VAT and, if applicable, packaging and transportation.
  9. For services that Shopmentor does not provide at the location of its headquarters (Dubai), in particular for services that are provided at the customer’s premises (Section III (4)), travel costs, in particular travel time, travel costs, expenses and, if applicable, accommodation costs will be invoiced separately. Travel expenses are all additional expenses directly caused by a business trip. This includes travel costs, additional expenses for meals, accommodation costs and proven or credible ancillary costs (e.g. transportation and storage of luggage, airport charges and telephone calls). Travel expenses will be charged as follows: Flight economy class; train 2nd class; mileage allowance € 0.3/km; hotel at cost, max. 4 stars; public transportation: at cost; cab and parking fees: at cost; per diem according to applicable tax guidelines. Travel times are charged at 50% of the hourly rate incurred.
  10. In the event of default in payment, we shall be entitled to charge interest on our claim at 9% above the prime rate. We reserve the right to claim a higher interest loss upon proof. We are also entitled to take back the services and revoke any rights of use granted, whereby the exercise of these rights does not constitute withdrawal from the contract. Shopmentor is also entitled to terminate the contract without notice.
  11. The customer may only offset our claims against undisputed or legally binding counterclaims.
  12. We may charge a handling fee of 20% for the processing of orders with third parties whose costs are passed on directly to the customer.

IX. Retention of title, right of retention

  1. Shopmentor retains ownership of our products (hardware and software, documentation) (hereinafter also referred to as reserved goods) until the purchase price and all claims arising from the ongoing business relationship with the customer have been settled in full (extended retention of title). The inclusion of individual claims in a current account and the striking of a balance shall not affect the reservation of title; in this case, the reservation shall relate to the recognized or actual balance. In the event of a breach of duty by the customer, in particular default in payment, we shall be entitled to demand the return of the delivery item and/or withdraw from the contract even without setting a deadline. The demand for the return of the delivery item alone does not constitute a declaration of withdrawal.
  2. The customer is not authorized to assert rights of retention or rights to refuse performance.

X. Liability for defects, reduction, withdrawal, compensation for use

  1. Any defects found must be reported to us in writing (text form, e.g. by e-mail or fax, is sufficient). In the event of a defect notified in good time, we shall provide subsequent performance at our discretion either by remedying the defect, bypassing the defect or making a new delivery. Replaced parts become our property.
  2. Claims for defects shall not exist in the event of only insignificant deviation from the agreed quality or only insignificant impairment of usability or if the defect is not reproducible or detectable.
  3. Functional errors of such additions and/or reprogramming to or of standard software that relate to the release status of this standard software at the time of completion shall not constitute a defect if they are caused by the customer installing or having installed a different release status, an update or upgrade of the software and interoperability is no longer ensured.
  4. The customer shall not be entitled to any warranty claims if he himself or a third party has made changes to our product or if the software is not used in the agreed system environment, unless the customer can prove that this use is not the cause of the reported defect.
  5. Claims for defects do not extend to provided system components (hardware or software) and system components that the customer or a third party modifies without Shopmentor’s consent.
  6. If Shopmentor carries out programming services according to the customer’s requirements and specifications for third-party services and if Shopmentor integrates computer programs or other components of third parties or of the customer into the hardware or software itself at the customer’s request or adapts its own developments to such specified components, Shopmentor assumes no liability for the technical and legal properties of these third-party components. In particular, the customer shall indemnify Shopmentor against claims for damages asserted by third parties against Shopmentor for infringement of third-party patents, copyrights, trademark rights or other industrial property rights.
  7. Shopmentor is not liable for defects caused by faulty concepts, texts, final artwork, photos, digital data sets, applications, software solutions or other documents that were approved by the customer before the start of printing or production.
  8. The assignment of warranty claims is excluded.
  9. If the rectification of defects fails after the 3rd attempt, the customer is entitled to demand a reduction in price or, in the case of significant defects, to withdraw from the contract.
  10. In the event of a justified withdrawal by the customer, we shall be entitled to demand reasonable compensation for the use made by the customer of the services until the withdrawal. This compensation is calculated on the basis of a four-year total period of use of the services.
  11. The warranty period for contracts for work and services is 12 months from acceptance, unless otherwise agreed.

XI. Liability

  1. In case of doubt, declarations regarding the quality of our performance shall only constitute a guarantee if we have expressly designated them as such.
  2. We shall only be liable for damage that has not occurred to the delivery item itself, regardless of the legal grounds, in the event of intent, gross negligence by us or our legal representatives and vicarious agents, culpable injury to life, limb or health, fraudulent concealment of defects or other circumstances and within the scope of a guarantee.
  3. In the event of culpable breach of material contractual obligations, we shall also be liable for slight negligence, but limited to reasonably foreseeable damage typical of the contract.
  4. Further claims, in particular strict liability, are excluded.
  5. The customer is responsible for backing up his data. We accept no liability for the loss of data if the loss has occurred due to a lack of backup by the customer.
  6. Liability under the Product Liability Act remains unaffected.
  7. Technical data and descriptions of third-party products contained in brochures, quotation texts or order confirmations are based on the information provided by the manufacturer. We ourselves cannot guarantee these properties to the customer.
  8. Liability for third-party components, in particular open source components, is limited to fault in selection and breach of inspection obligations.
  9. XII shall apply to the limitation period with the proviso that for claims under XI para. 2 and 6, the statutory limitation period shall apply.

XII. Statute of limitations

The limitation period for all warranty claims is one year and begins with the delivery or provision (and notification of this to the customer) of the contractual items; the same period applies to other claims of any kind against Shopmentor. In the event of intent or gross negligence on the part of Shopmentor, fraudulent concealment of the defect, personal injury or defects of title, as well as guarantees, the statutory limitation periods shall apply, as shall claims under the Product Liability Act.

XIII Reservation of right of amendment

  1. Shopmentor is entitled to amend and adapt these General Terms and Conditions insofar as this is necessary to eliminate any subsequent equivalence problems or to adapt to changed legal or technical conditions.
  2. Shopmentor will notify the customer of the amended terms and conditions and draw special attention to the new regulations. At the same time, Shopmentor will grant the customer a reasonable period of time to declare whether it agrees to the inclusion of the amended terms and conditions in existing contractual relationships. If no declaration is made within this period, the amended terms and conditions shall be deemed to have been agreed.
  3. Shopmentor shall expressly draw the customer’s attention to this legal consequence at the beginning of the period. If the customer objects to the amendment of these terms and conditions, the terms and conditions of the existing contract shall continue to apply unchanged.
  4. In this case, Shopmentor reserves the right to terminate the contractual relationship within the contractual notice periods.

XIV Confidentiality, data protection provisions

  1. Shopmentor and the customer are obliged to treat all confidential information, business or trade secrets obtained in the course of the business relationship as confidential, in particular not to pass them on to third parties or to use them for purposes other than contractual purposes.
  2. Shopmentor shall ensure that all persons entrusted by Shopmentor with the fulfillment of the contract comply with the statutory provisions on data protection. Shopmentor collects, stores, uses and processes personal data only insofar as this is necessary for the performance of the contract.
  3. The customer is advised that it is obliged to conclude a written order data processing agreement (ADV) with Shopmentor if it commissions Shopmentor to process personal data.

XV Poaching clause

The client undertakes not to entice away or employ any internal or external Shopmentor employees either during the ongoing project or for at least one year after the official completion of the present project (measured by receipt of payment of the final invoice). In the event of non-compliance, Shopmentor acquires a claim for damages against the client of one gross annual salary or gross annual fee of the recruited employee.

XVI Final provisions

  1. The place of performance for all claims arising from the contracts concluded with us, including the customer’s payment obligations, is exclusively Dubai.
  2. The law of the United Arab Emirates applies.
  3. The exclusive place of jurisdiction for all legal disputes arising from or in connection with this contract is Dubai.
  4. Should one of the provisions of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remainder of the contract. The parties’ intentions shall apply in their place, otherwise the statutory provisions shall apply. In the event of a gap in the contract, the provision that corresponds to what would have been agreed according to the meaning and purpose of the existing contract between Shopmentor and the customer if the parties had recognized and considered the loophole when the contract was concluded must be agreed. Under no circumstances shall the relevant provision in these General Terms and Conditions of Purchase be replaced by the customer’s terms and conditions of business.

Shopmentor E-Commerce GroupFZ-LLC
The Meydan Hotel, Grandstand, 6th floor, Meydan Road
Nad Al Sheba – Dubai – United Arab Emirates (UAE)

Managing Director: Marcel Habermehl

Mobile: +971 52 717 7286

License number: 2312227.01

Shopmentor Agentur

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