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Terms of Service

TERMS AND CONDITIONS

Table of Contents

§1 Scope of Application

I. General Provisions

CartCraft Pte Ltd (UEN: 202417742K) (“CartCraft,” “we,” “our,” or “us”) is committed to protecting the privacy of our users. This Privacy Policy explains how we collect, use, disclose, and safeguard your information when you visit our website and use our Shopify apps. Please read this Privacy Policy carefully.

II. Applicability

  1. Business Customers Only: These Terms apply exclusively to contracts between CartCraft and business customers (“Customer“). A business customer, within the meaning of Singapore law, is any natural or legal person or partnership with legal capacity that acts in the exercise of a commercial or independent professional activity. CartCraft does not provide services under these Terms to consumers.
  2. Supersession of Other Terms: These Terms govern all deliveries, services, and offers of CartCraft. They prevail over any other terms and conditions unless expressly agreed otherwise in writing by CartCraft.
  3. Exclusion of Conflicting Terms: The incorporation of any of the Customer’s general terms and conditions that contradict these Terms is hereby excluded unless CartCraft expressly agrees to them in writing. The execution of services by CartCraft does not constitute acceptance of the Customer’s conflicting terms.

III. Amendments to Terms

CartCraft reserves the right to update these Terms at any time with reasonable notice to the Customer. Should CartCraft update these Terms, the Customer will be informed promptly. If the Customer does not object to the changes within the specified period, the updated Terms will be considered accepted.

IV. Individual Agreements

Individual agreements between CartCraft and the Customer (including written side agreements, supplements, and amendments) take precedence over these Terms. In the absence of such individual agreements, the written confirmation from CartCraft serves as the binding contract.

§2 Offer and Contract Conclusion

I. Offers

  • All offers made by CartCraft are non-binding and subject to change unless expressly stated otherwise.
  • Offers remain valid for 14 calendar days from the date of issuance unless a different validity period is expressly agreed upon in writing.

II. Contract Formation

  • A contract is concluded when CartCraft confirms the Customer’s order in writing (including via email).
  • Any deviations from the original offer by the Customer require CartCraft’s written confirmation to become effective.

III. Binding Nature of Offers

  • Offers made by CartCraft are based solely on the information provided by the Customer. CartCraft assumes no liability for any inaccuracies in the Customer’s provided data.

§3 Subject Matter of the Contract

Through the concluded contract, the sale of goods and the provision of services in the fields of marketing and digitalization, as initiated through interactions with CartCraft’s staff, are regulated. Specific details of each offer are referenced in the written contract.

§4 Prices and Payment Terms

I. Prices

  • Unless otherwise agreed in writing, all prices are quoted in Singapore Dollars (SGD) and are exclusive of Goods and Services Tax (GST) and other applicable taxes.
  • Prices exclude transportation and insurance costs unless explicitly stated otherwise.

I. Prices

  • Unless otherwise agreed in writing, all prices are quoted in Singapore Dollars (SGD) and are exclusive of Goods and Services Tax (GST) and other applicable taxes.
  • Prices exclude transportation and insurance costs unless explicitly stated otherwise.

II. Payment Methods

    1. Shopify Apps: Payments for Shopify Apps are processed exclusively through the Shopify App Store.
  2. Other Services and Products: Payments can be made via:
    • Bank Transfer
    • Direct Debit
    • Cryptocurrencies (upon request for international transactions, including Bitcoin, USDT, and USDC)
    • Bitcoin Payments: Due to fluctuating exchange rates, an additional fee of 1% will be applied to Bitcoin payments. If the received Bitcoin amount is less than 1% over the contractual service value or exceeds 2% below the agreed amount, CartCraft reserves the right to reject the payment and return the Bitcoins.
    • Stablecoins: USDT and USDC are recommended to mitigate volatility risks.

III. Payment Terms

  • Invoices are payable within 14 days from the date of issuance without any deductions.
  • Accepted payment methods include bank transfer, direct debit, and the specified cryptocurrencies.

IV. Late Payments

  • In the event of late payment, CartCraft reserves the right to charge interest at a rate of 9% per annum above the prevailing base rate from the due date until full payment is received.
  • A fixed fee of SGD 40 may be charged to cover internal or external collection costs.

V. Offset and Retention Rights

  • The Customer may only offset claims that are undisputed or legally established against open invoices.
  • Retention rights are only applicable if they arise from the same contractual relationship.

VI. Allocation of Payments

  • CartCraft reserves the right to apply payments to the oldest outstanding invoice items, including accrued interest and costs, in the following order: Costs, Interest, Principal Claim.

§5 Contract Duration

I. Indefinite Contracts

  • If the concluded contract establishes a continuous obligation, it is set for an indefinite period.
  • Either party may terminate the contract with a notice period of four (4) weeks to the end of the month without providing reasons.
  • The right to terminate the contract for extraordinary reasons, especially in cases of repeated breaches of contractual obligations, remains unaffected.

II. Notice of Termination

  • Terminations must be made in writing to be effective.

§6 Customer Obligations

I. Proper Use of Services

  • The Customer is obliged to use the services provided by CartCraft appropriately and in accordance with applicable laws and regulations.

II. Confidentiality of Credentials

  • The Customer must keep all provided passwords and access credentials confidential.

III. Reporting Defects or Malfunctions

  • The Customer must promptly report any noticeable defects or malfunctions to CartCraft.

IV. Compliance with Data Protection and Copyright

  • The Customer must adhere to data protection regulations, copyright laws, and other commercial protection rights concerning the content of the projects.

V. Prohibition of Illegal Content

  • The Customer must not upload or transmit content that is legally prohibited or objectionable to CartCraft.

VI. Provision of Necessary Information

  • After contract conclusion, the Customer must provide all necessary information and materials required for the execution of the agreed-upon services within 14 calendar days.
  • Failure to do so may result in CartCraft notifying the Customer to provide the required information within an additional 14 calendar days. If the Customer fails to comply, CartCraft reserves the right to terminate the contract and claim damages.

VII. Revision Rights

  • If the contract includes a right to revisions (alterations of executed services), the Customer must communicate any desired changes to CartCraft within 14 calendar days after service delivery.
  • Change requests must be in writing, logged by CartCraft, and forwarded to the Customer.
  • Failure to request revisions within the stipulated period results in the work being considered accepted, and any revision claims are forfeited.

§7 Delivery and Performance

I. Delivery Deadlines

  • Delivery deadlines are non-binding unless expressly agreed otherwise.
  • Partial deliveries are permissible.
  • If a fixed delivery date is agreed upon and CartCraft is delayed, the Customer may set a reasonable extension of at least four weeks. If delivery does not occur within this extended period, the Customer has the right to terminate the contract.

II. Commencement of Delivery Period

  • The delivery period starts upon dispatch of the order confirmation by CartCraft and is considered met if the goods leave the warehouse by the end of the delivery period.
  • Any subsequent contract modifications necessitate renegotiation of the delivery date or period.

III. Condition for Meeting Delivery Deadlines

  • Adherence to agreed delivery deadlines requires timely receipt of all necessary documents, approvals, and consents from the Customer as per §6 VI.
  • Failure to provide these may result in an extension of delivery deadlines unless the delay is CartCraft’s fault.

IV. Force Majeure

  • If non-compliance with deadlines is due to force majeure events (e.g., governmental interventions, operational disruptions, labor strikes, delays from suppliers), the delivery deadlines will be reasonably extended.
  • If delivery or performance becomes impossible due to such events, CartCraft is released from its delivery obligations without the Customer being entitled to claim damages.
  • If either party loses interest in performance due to the delay, they may terminate the contract after setting a reasonable grace period. Both parties must promptly inform each other of such impediments.

V. General Delivery Time

  • In the absence of an explicit delivery deadline, a general delivery time of 8 weeks applies, subject to the provisions of §§7 I-IV.

§8 Copyright and Intellectual Property

I. Automatic Copyright

  • Copyright automatically arises upon creation of a marketing or digitalization project. This includes texts, software, images, photos, graphics, films, music, sounds, and source code developed by CartCraft.
  • Copyright is non-transferable to the Customer.

II. License Grant

  • CartCraft reserves the right to name the Customer as a reference in all media and to link to the Customer’s website unless the Customer has a legitimate interest in not being named.
  • CartCraft may publicly reproduce and reference the delivered services for demonstration purposes unless the Customer objects based on a legitimate interest.

§9 Transfer of Risk

I. General Transfer of Risk

  • The risk passes to the Customer upon dispatch of the goods by the shipping agent, even for free delivery.
  • This also applies to self-pickup, work transport, and partial deliveries.

II. Risk in Case of Customer's Delay

  • If the Customer causes a delay in dispatch, the risk transfers upon notification of readiness for shipment.

III. Shipping Terms

  • Shipping is ex-works on account and risk of the Customer. CartCraft is not liable for damages or losses during transport.
  • Unless otherwise agreed, CartCraft selects shipping and packaging at its discretion. No obligation for insurance is undertaken.

§10 Warranty and Defect Notification

I. Warranty Rights

  • Warranty rights of the Customer require that the Customer has fulfilled their inspection and defect notification obligations as per §377 HGB.
  • Warranty claims expire 12 months after delivery of goods or provision of services.
  • For damages arising from intent and gross negligence, as well as for damages to life, body, or health due to intentional or negligent breaches of duty, statutory limitation periods apply.

II. Remediation

  • If the delivered goods or services have defects present at the time of transfer of risk, CartCraft will, at its discretion, rectify the defect or provide replacement goods, subject to timely defect notification.
  • CartCraft must be given the opportunity to remediate within a reasonable period.

III. Exclusion of Warranty Claims

  • Warranty claims do not apply to minor deviations from agreed specifications, natural wear and tear, or damages arising from improper handling, excessive use, unsuitable operating equipment, or other external influences not stipulated in the contract.
  • If the Customer or third parties improperly perform maintenance or modifications, warranty claims are void for these and resulting consequences.

IV. Exclusion of Remediation Costs

  • Claims for expenses related to remediation (e.g., transport, labor, material costs) are excluded unless the additional expenses are necessary and caused by CartCraft’s responsibility for defect remediation.

§11 Limitation of Liability

I. General Limitation

  • CartCraft is only liable for damages resulting from intent and gross negligence. Liability for slight negligence is excluded unless it concerns the protection of life, body, or health.

II. Exclusion of Liability for Ancillary Duties

  • CartCraft, its representatives, and agents are not liable for breaches of ancillary duties arising from slight negligence unless it involves damages to life, body, or health.

III. Exceptions

  • The above limitations do not apply in cases where liability is mandated by law, such as for product liability, intentional misconduct, or gross negligence resulting in harm to life, body, or health.

§12 Impossibility and Contract Adjustment

I. Impossibility

  • If delivery becomes impossible, the Customer is entitled to claim damages as per §11 but only if CartCraft is at fault.
  • The Customer retains the right to terminate the contract regardless of the impossibility.

II. Contract Adjustment Due to Unforeseen Events

  • If unforeseen events significantly alter the economic importance or content of the delivery or affect CartCraft’s operations, the contract shall be adjusted reasonably in good faith.
  • If adjustment is not economically feasible, CartCraft reserves the right to terminate the contract.
  • CartCraft must promptly inform the Customer of the impact and, if applicable, a new delivery schedule.

§13 Retention of Title

I. Retention of Title Clause

  • Delivered goods remain the property of CartCraft until all claims arising from the current and future business relationship with the Customer are fully satisfied (retained goods).
  • If the value of all security rights exceeds 10% of the secured claims, CartCraft may release the excess security rights upon the Customer’s request.

II. Prohibition of Resale

  • The Customer is not entitled to resell retained goods in the ordinary course of business.

III. Transformation or Conversion

  • Processing or conversion of retained goods with other items results in joint ownership based on the market value ratio at the time of processing.

IV. Immediate Delivery in Case of Default

  • In case of payment default, CartCraft is entitled to demand immediate delivery of retained goods.
  • For pledged bills of exchange, regardless of maturity, CartCraft may demand redemption upon default.

§14 Assignment Prohibition

  • The Customer may not assign claims against CartCraft arising from contracts concluded between them without CartCraft’s explicit written consent.

§15 Right of Withdrawal

  • For Customers classified as business customers under §1 II, provisions for distance selling contracts do not apply.
  • Consequently, business customers do not have a right of withdrawal for distance selling contracts, and CartCraft does not grant such a right.

§16 Data Protection

I. Data Collection and Processing

  • In connection with the initiation, conclusion, execution, and termination of a project contract based on these Terms, CartCraft collects, stores, and processes data in accordance with Singapore’s Personal Data Protection Act (PDPA) and other applicable laws.
  • Personal data is shared with third parties only if legally required or necessary for delegating certain services.

II. Compliance with GDPR Standards

  • When third parties are involved in processing data (e.g., Stripe, AWS, Google), CartCraft ensures compliance with data protection regulations, including GDPR-equivalent standards, through data processing agreements and standard contractual clauses.

III. Data Usage

  • Data provided by the Customer is used solely for the purpose of executing the contractual obligations and improving service delivery.
  • Payment data is processed by the designated payment institutions (e.g., Stripe) and handled according to their respective privacy policies.

IV. Data Retention

  • Data collected through Shopify Apps is retained for 30 days after app uninstallation. Customers may request earlier deletion by contacting CartCraft.
  • For other products or services, data may be retained longer as necessary for legitimate business interests, including legal documentation, but will not be shared and can be deleted upon request.

V. International Data Transfers

  • Some third-party services may process data outside Singapore. CartCraft ensures appropriate safeguards for international data transfers, complying with PDPA and other relevant regulations.

VI. Data Security

  • CartCraft implements reasonable security measures to protect data from unauthorized access, alteration, disclosure, or destruction. However, absolute security cannot be guaranteed.

VII. Customer Rights

Under the PDPA, Customers have the right to:

  • Access their personal data held by CartCraft.
  • Request correction of inaccurate personal data.
  • Request deletion of personal data.
  • Withdraw consent for the collection, use, or disclosure of their personal data.

Customers can exercise these rights by contacting CartCraft at contact@cartcraft.io.

VIII. Cookies and Tracking

CartCraft uses cookies and similar tracking technologies to enhance user experience. Customers can manage their cookie preferences via the Borlabs Cookie Consent Manager on the website or opt-out of specific tracking mechanisms like Google Analytics through browser settings or designated plugins.

§17 Jurisdiction, Place of Fulfillment, Applicable Law

I. Data Collection and Processing

  • Unless otherwise specified in the order confirmation, CartCraft’s principal place of business is the place of fulfillment.

II. Jurisdiction

  • If the Customer is a merchant, the principal place of business of CartCraft is the exclusive jurisdiction for any legal disputes. However, CartCraft is also entitled to file lawsuits in the Customer’s place of residence.

III. Applicable Law

  • The contractual relationships are governed by Singaporean law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the conflict of laws provisions of international private law.

§18 Additional Provisions

I. Severability Clause

  • If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions remain in effect.

II. Entire Agreement

  • If the Customer is a merchant, the principal place of business of CartCraft is the exclusive jurisdiction for any legal disputes. However, CartCraft is also entitled to file lawsuits in the Customer’s place of residence.

III. Applicable Law

  • These Terms, along with any individual agreements, constitute the entire agreement between CartCraft and the Customer regarding the subject matter herein and supersede all prior agreements and understandings.

III. Contact Information

For any questions, concerns, or requests regarding these Terms or CartCraft’s privacy practices, please contact:

CartCraft Pte. Ltd.
1 North Bridge Road,
#B1-35,
High Street Centre,
Singapore 179094
Email: contact@cartcraft.io
Phone: +49 152 01686519

§19 Software Licensing and Usage

I. License Grant

Upon full payment, CartCraft grants the Customer a non-exclusive, non-transferable, and revocable license to use the Shopify Apps and other software products for the duration of their subscription.

II. Restrictions

The Customer shall not:
  • Reverse engineer, decompile, or disassemble the software.
  • Modify, adapt, or create derivative works based on the software.
  • Rent, lease, sublicense, distribute, or otherwise transfer the software to any third party without explicit written consent from CartCraft.

III. Updates and Maintenance

CartCraft’s software products are designed to update automatically to ensure optimal performance and security. Typically, the Customer does not need to take any action beyond opening the app to complete the update process. In rare instances where manual intervention is required, CartCraft will notify the Customer and provide instructions to facilitate the update. CartCraft strives to ensure that updates are seamless and do not disrupt the Customer’s use of the software.

§20 Support and Maintenance

I. Support Services

CartCraft provides standard support services for its Shopify Apps and other software products. Support includes troubleshooting, bug fixes, and assistance with installation and configuration.

II. Response Times

  • Standard Support: Responses within 3 business days.

III. Maintenance

CartCraft performs regular maintenance to ensure the optimal performance of the apps. Scheduled maintenance periods will be communicated in advance to minimize disruption. The automatic updating feature minimizes the need for manual updates, ensuring that the Customer experiences uninterrupted service.

IV. Server Uptime

The uptime of CartCraft’s software services is managed by Amazon Web Services (AWS), which commits to a 99% uptime guarantee. While CartCraft strives to ensure high availability and performance, it is not directly responsible for AWS’s server uptime. CartCraft will monitor service performance and coordinate with AWS to address any significant outages or disruptions. However, CartCraft cannot guarantee uninterrupted or error-free access to the services beyond AWS’s commitments.

§21 Subscription Management

I. Subscription Terms

Subscriptions for Shopify Apps and other services are billed on a monthly or annual basis, depending on the chosen plan. Pricing for Shopify Apps is individually determined and can be found in the respective App Store listing, where CartCraft maintains up-to-date and transparent pricing information.

II. Cancellation Policy

Customers may cancel their subscriptions at any time through Shopify by uninstalling the app. Cancellations will take effect at the end of the current billing cycle.

III. Refunds

CartCraft does not offer refunds for subscriptions or purchases of Shopify Apps, as all payments are processed through Shopify. Should any issues arise requiring a refund, the Customer must address them directly with Shopify.

IV. Uninstallation of Apps

Customers have the option to uninstall Shopify Apps at any time through the Shopify App Store. The uninstallation process is managed exclusively between the Customer and Shopify, and CartCraft is not a party to this agreement.

V. Compliance with Shopify Terms of Service

The use of Shopify Apps is subject to Shopify’s Terms of Service. Customers agree to comply with all applicable terms and conditions set forth by Shopify when using CartCraft’s Shopify Apps.

§22 Termination

I. Termination for Cause

Either party may terminate the contract immediately if the other party:

  • Commits a material breach of the Terms.
  • Becomes insolvent or is subject to insolvency proceedings.
  • Fails to cure a breach within 14 days after receiving written notice.

II. Mutual Termination

The contract may be terminated by mutual written agreement of both parties at any time.

III. Effect of Termination

Upon termination, the Customer must cease all use of the Shopify Apps and any other CartCraft software, return or destroy all copies, and settle any outstanding payments.

§23 Indemnification

The Customer agrees to indemnify, defend, and hold harmless CartCraft, its affiliates, officers, agents, and employees from any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with the Customer’s use of the Services, violation of these Terms, or infringement of any intellectual property or other rights of any person or entity.

§24 Dispute Resolution

I. Mediation

In the event of any dispute arising out of or in connection with these Terms, the parties agree to first attempt to resolve the dispute through good faith negotiations.

II. Arbitration

If mediation fails to resolve the dispute, it shall be settled by binding arbitration in Singapore under the rules of the Singapore International Arbitration Centre (SIAC). The arbitration proceedings shall be conducted in English.

III. Governing Law

These Terms are governed by and construed in accordance with the laws of Singapore, excluding its conflict of law principles.

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