Terms of Service
Version 2.0, effective 26 August 2026. Supersedes version 1.0.
These Terms of Service (“Terms”) govern all contracts between CartCraft Pte. Ltd. and its business customers. Please read Section 11 (rights of use in the work results), Section 12 (ongoing services, notice periods and reserved capacity) and Section 17 (limitation of liability) carefully, as these provisions determine what you may do with the work results, what you owe for capacity we reserve for you, and how our liability is limited.
1.1 Provider. CartCraft Pte. Ltd., 1 North Bridge Road, #B1-35, High Street Centre, Singapore 179094, Singapore, company registration number (UEN) 202417742K (“CartCraft”, “we”, “us”), provides web development, e-commerce, software and related digital services.
1.2 Business customers only. These Terms apply exclusively to contracts with entrepreneurs (Unternehmer within the meaning of section 14 of the German Civil Code, BGB), legal entities under public law and special funds under public law. They do not apply to consumers (Verbraucher, section 13 BGB). CartCraft does not contract with consumers under these Terms. By placing an order, the Customer confirms that it acts in the exercise of its commercial or independent professional activity.
1.3 Application. These Terms apply to all offers, deliveries and services of CartCraft, including future business relations, without CartCraft having to refer to them again in each individual case.
1.4 Conflicting terms. The Customer’s general terms and conditions do not apply, even if CartCraft performs the contract without objecting to them. Deviating terms only apply if CartCraft has expressly agreed to them in text form.
1.5 Order of precedence. In the event of contradictions, the following order applies: (a) individual written agreements and side agreements, (b) the accepted offer or framework agreement, including the contract terms contained in it, (c) these Terms. Provisions of an accepted offer therefore take precedence over these Terms.
1.6 Definitions. “Work results” means all deliverables produced by CartCraft for the Customer under a contract, in particular source code, configurations, designs, texts, concepts and documentation. “Text form” (Textform, section 126b BGB) means a legible declaration on a durable medium naming the declaring person; e-mail satisfies this requirement. “Individual offer” means the offer, order confirmation or framework agreement on which the respective order is based. “Minimum contingent” (Mindestkontingent) means a minimum volume of services per billing period agreed in the individual offer, for example a minimum number of hours per week or per month.
2.1 Offers. Offers by CartCraft are non-binding until accepted. Unless the individual offer states otherwise, an offer remains open for acceptance for 30 calendar days from its date.
2.2 Formation. A contract is formed when the Customer accepts the offer in text form, or when CartCraft confirms an order in text form, or when CartCraft begins performance at the Customer’s request. Deviations requested by the Customer require confirmation by CartCraft in text form.
2.3 Basis of the offer. Offers and estimates are based on the information, access and system state made available to CartCraft at the time of the offer. CartCraft is not liable for inaccurate or incomplete information provided by the Customer. If the actual system state deviates materially from the state assumed in the offer, CartCraft will notify the Customer and both parties will agree on an adjustment of scope, schedule and remuneration.
2.4 Estimates. Effort estimates are not fixed prices and not a cost estimate within the meaning of section 650 BGB unless expressly designated as a fixed price. Where an estimate states a range, that range is a binding billing framework: CartCraft does not exceed the upper limit of the range without prior agreement in text form, provided the requirements and framework conditions remain unchanged. If a task is commissioned without a prior estimate, it is invoiced according to the effort actually incurred and the Customer cannot rely on a particular expectation of effort.
2.5 Preliminary assessments and evaluations. A short initial assessment of whether and how a request can be implemented, and the preparation of an estimate, are free of charge for the Customer if the task is not commissioned. More extensive evaluations are remunerated working time and are invoiced at the rate under Section 9.2, irrespective of whether the project is subsequently implemented. This applies in particular to larger reviews of a system, of data or of third party services, to the elaboration and weighing of several possible solutions, and to time spent on coordination and meetings concerning a project. CartCraft gives notice before such effort arises; a failure to give notice does not affect the claim to remuneration if the Customer requested the evaluation or took part in the coordination. If the task is commissioned, the analysis and evaluation time spent on the estimate forms part of the remunerated effort, because it is the technical basis of the implementation; it is already included in the stated range and is not charged twice. The parties expressly agree this as a remuneration arrangement (Vergütungsabrede).
2.6 Framework agreements and individual orders. Where the parties have agreed a framework agreement, in particular through an accepted offer that expressly serves as one, individual orders may be placed informally in text form without a further offer. Unless the framework agreement states otherwise, there is no minimum term, no minimum contingent and no recurring fee. These Terms and the terms of the framework agreement apply to every individual order placed under it.
3.1 Scope of services. The scope of services follows exclusively from the individual offer. Services not expressly listed there are not owed, including services that one party considers customary, obvious or self-evident. The Customer is responsible for checking, before placing an order, whether all desired services are included.
3.2 Services, not a promise of success. CartCraft performs its services with professional care and according to the current state of technology. Unless a specific work result is expressly agreed as owed, CartCraft owes proper professional performance and not a particular economic outcome. In particular, CartCraft does not owe any specific search engine rankings, visibility, traffic, conversion rates, revenue or cost savings.
3.3 Freedom of method. CartCraft is free to choose the technical approach, tools and working methods, provided the agreed result is achieved.
3.4 No legal advice. CartCraft does not provide legal or tax advice. The legal assessment of the Customer’s websites, shops and content, in particular mandatory disclosures, imprint, terms and conditions, data protection, competition law, product labelling and accessibility, remains the Customer’s responsibility unless a specific review is expressly commissioned. Where CartCraft provides drafts of legal texts, in particular of an imprint or a privacy policy, these are non-binding templates; reviewing them, having them checked where appropriate and releasing them is the Customer’s responsibility. Where CartCraft implements legally relevant elements, it does so on the Customer’s instructions and specifications.
3.5 Accessibility. Producing or testing accessibility, in particular under the German Accessibility Strengthening Act (Barrierefreiheitsstärkungsgesetz, BFSG) or the Web Content Accessibility Guidelines (WCAG), is not part of an order unless expressly commissioned. New elements are implemented at the technical standard of the existing system. Where an accessibility review is commissioned, it is a technical assessment against common guidelines and not legal advice; the assessment of whether and to what extent statutory requirements apply to the Customer remains with the Customer.
3.6 Technical feasibility. All services are subject to technical feasibility within the platforms, systems and third party products used. If a requirement cannot be implemented, or can only be implemented with disproportionate effort, CartCraft informs the Customer and proposes alternative approaches. Effort incurred up to that point in analysing the requirement is treated under Section 2.5.
3.7 No exclusivity. CartCraft is entitled to work for other customers at the same time. There is no exclusivity and no obligation to keep capacity available beyond a minimum contingent agreed under Section 12.5.
3.8 Partial performance. Partial deliveries and partial performance are permissible where reasonable for the Customer.
4.1 Change requests. Services that go beyond the commissioned scope are charged separately on a time and materials basis at the rate under Section 9.2. Prices stated in an offer apply exclusively to the scope described in that offer.
4.2 Commissioning of additional work. Requests that go beyond the commissioned scope are treated as a new order. For work that is foreseeably up to four hours, CartCraft may carry it out without a prior estimate unless the Customer expressly requests otherwise. For work of a foreseeably larger scope, CartCraft first submits an estimate and awaits the Customer’s release in text form. Additional work is deemed to be commissioned separately on a time and materials basis as soon as CartCraft begins to implement it at the Customer’s request or the Customer accepts the result.
4.3 Notice of additional effort. CartCraft points out foreseeable additional effort before it arises, as far as this is possible. A failure to give such notice does not affect the claim to remuneration if the Customer requested the service or accepted it.
4.4 Deferred items. Items that the Customer expressly defers, or for which the Customer first requests an assessment, are not implemented.
4.5 Requests from the Customer’s end customers. Where the Customer acts for an end customer, requests that the end customer addresses directly to CartCraft are treated as additional requests of the Customer under this Section 4. The Customer remains the debtor of the remuneration. CartCraft is not obliged to accept instructions directly from the end customer.
4.6 Effect on schedule. Changes of scope may shift agreed dates. CartCraft informs the Customer of foreseeable effects on the schedule.
5.1 Included rounds. Unless the individual offer states otherwise, two rounds of revision are included per deliverable. A round of revision means one consolidated set of change requests concerning the deliverable presented.
5.2 Further rounds. Further rounds of revision, and change requests that alter previously released specifications, are charged on a time and materials basis at the rate under Section 9.2.
5.3 Consolidation. The Customer submits change requests in consolidated form in text form. Individual requests submitted piecemeal after a round has been completed count as a further round.
6.1 Cooperation. The Customer provides, in good time and free of charge, all information, content, data, licences, approvals and access credentials required for performance, and names a contact person authorised to give decisions and releases.
6.2 Response times. The Customer responds to queries, releases and requests for coordination within five working days unless a different period is agreed.
6.3 Delay in cooperation. If the Customer does not provide the required cooperation, deadlines are extended accordingly and CartCraft is entitled to charge for the resulting additional effort and for the resulting idle time, subject to prior notice in text form. If work is at a standstill for more than ten working days for reasons within the sphere of the Customer or of its end customer, CartCraft may invoice the effort incurred up to that point on account. If the Customer does not provide the required cooperation within 14 calendar days of a reminder in text form setting a further period, CartCraft may terminate the contract and invoice the services rendered up to that point. Statutory claims arising from a failure to cooperate, in particular under sections 642 and 643 BGB and section 615 BGB, remain unaffected.
6.4 Staging environment. Development and test work is carried out on a staging or test environment separate from the live environment. If the Customer does not provide such an environment and work therefore has to be carried out on the live system, the Customer bears the risk of resulting impairments of live operation, in particular outages, malfunctions, data loss and loss of revenue.
6.5 Backups. The Customer is responsible for complete backups of its data, databases, media and configurations before work begins and at regular intervals during the project, unless backups are expressly part of the commissioned services. CartCraft is not liable for data loss caused by missing or incomplete backups of the Customer. Before working directly on a live environment, CartCraft secures the files and the database affected by the work as far as this is technically possible and the necessary access is available; this does not replace the Customer’s own backups.
6.6 Credentials. The Customer keeps access credentials confidential, transmits them only through secure channels and changes shared credentials after the end of the collaboration.
6.7 Defects. The Customer notifies CartCraft of recognisable defects and malfunctions without undue delay in text form, describing the defect in a comprehensible manner.
6.8 Lawful use. The Customer uses the services in accordance with applicable law and does not transmit content that is unlawful.
7.1 Notice of completion. CartCraft notifies the Customer in text form when a deliverable or a commissioned task has been completed and made available, stating the review period and the legal consequence of allowing it to lapse.
7.2 Review. The Customer reviews the deliverable made available without undue delay and notifies specific defects in text form within 14 calendar days of the notice of completion.
7.3 Acceptance by lapse of time (Abnahmefiktion). If the Customer does not notify any specific defect in text form within the period under Section 7.2, the deliverable is deemed accepted. CartCraft expressly points out this legal consequence in the notice of completion. The deliverable is likewise deemed accepted if the Customer uses it productively.
7.4 Rectification and restart of the period. After defects notified in due time have been remedied and a further notice of completion has been given, the period under Section 7.2 begins again for the parts concerned.
7.5 Effect of acceptance. Acceptance, including acceptance by lapse of time, entitles CartCraft to put the deliverable live. The claim to remuneration for hours actually worked exists independently of acceptance.
7.6 Deployment to live systems. Deployments to live systems require a release by the Customer in text form or acceptance under Section 7.3.
8.1 Dates. Dates and periods are binding only if expressly agreed as binding in text form. They presuppose the timely cooperation of the Customer under Section 6.
8.2 Delay. If CartCraft is in default with a bindingly agreed date, the Customer may set a reasonable additional period of at least two weeks in text form. If performance does not take place within that period, the Customer may terminate the contract with respect to the part not yet performed.
8.3 Cancellation by the Customer before completion. The Customer may terminate an order that has not yet been completed at any time in text form (section 648 sentence 1 BGB). In that case CartCraft invoices the effort incurred up to the date on which the termination takes effect at the rate under Section 9.2, together with third party costs already incurred under Section 9.7. Advance payments already made are credited against that amount; a remaining credit is refunded to the Customer, an amount exceeding the advance payment is invoiced. This settlement replaces the claim under section 648 sentence 2 BGB. For ongoing services, retainers and recurring fees, Section 12 applies instead of this Section 8.3. Section 11.1 remains unaffected: rights of use pass only upon full payment.
8.4 Force majeure. Neither party is liable for non-performance or delayed performance caused by force majeure. Force majeure includes in particular natural disasters, epidemics, war, official orders, power and network outages, failures of internet, cloud or platform services, cyber attacks and strikes. The affected party informs the other party without undue delay. Periods are extended by the duration of the impediment. If the impediment lasts longer than two months, either party may terminate the affected contract in text form.
9.1 Prices. Unless the individual offer states otherwise, all prices are net amounts in Euro (EUR) and exclusive of any taxes, duties and bank charges levied outside Singapore. Where the reverse charge mechanism applies, invoices are issued without value added tax and the tax liability passes to the Customer (section 13b of the German VAT Act, UStG, or Article 196 of Directive 2006/112/EC). Any taxes or fees levied in the Customer’s country are borne by the Customer.
9.2 Time and materials rate. Unless the individual offer states otherwise, work charged on a time and materials basis is invoiced at EUR 70.00 net per hour, billed in units of 15 minutes. This rate also applies to change requests under Section 4, to further rounds of revision under Section 5, to evaluations under Section 2.5 and to work outside a commissioned fixed price.
9.3 Rate adjustment. At the earliest six months after the contract has been concluded, CartCraft may adjust the hourly rate for future orders with 30 days’ prior notice in text form. Orders already placed are completed at the previous rate. If the increase exceeds 10 per cent, the Customer may terminate a continuing obligation as of the date the new rate takes effect.
9.4 Invoicing. Fixed price projects are invoiced according to the payment plan agreed in the individual offer. Time and materials work is invoiced monthly for the hours incurred in the respective month, irrespective of whether a task has already been completed. Recurring fees and minimum contingents are invoiced in advance for the respective billing period unless the individual offer states otherwise.
9.5 Advance payments and security. For fixed price projects, for the first order of a new customer and for orders of substantial scope, CartCraft may require an advance payment of up to 50 per cent of the agreed price, or of the lower limit of the estimated range, before work begins. Where an advance payment is agreed, work begins once the advance payment has been received and the cooperation required for the start under Section 6 is available. Advance payments are credited against the final invoice.
9.6 Payment period. Invoices are due for payment without deduction within 14 calendar days of the invoice date, unless the individual offer states otherwise. Payment is made by bank transfer to the account stated on the invoice.
9.7 Third party costs. Third party costs advanced by CartCraft on the Customer’s instructions, in particular licences, plugins, themes, fonts, stock media and platform fees, are passed on at cost and remain payable even if the contract ends.
9.8 Debtor of the remuneration. The Customer named in the individual offer remains the contractual partner and the recipient of invoices for all individual orders, including orders that concern websites, shops, brands or projects of affiliated companies or of the Customer’s end customers. If services are to be invoiced to a different legal entity, the Customer notifies CartCraft before placing the order, stating the complete invoicing details.
9.9 Set-off and retention. The Customer may only set off claims that are undisputed or have been finally determined by a court. The Customer may only exercise a right of retention based on claims arising from the same contractual relationship.
9.10 Allocation of payments. CartCraft may allocate payments to the oldest outstanding claim in the order costs, interest, principal.
10.1 Default. If the Customer does not pay by the due date under Section 9.6, the Customer is in default without a further reminder being required (section 286 (2) no. 1 BGB).
10.2 Interest and lump sum. In the event of default, CartCraft is entitled to default interest of nine percentage points above the base rate (section 288 (2) BGB) and to a lump sum of EUR 40.00 (section 288 (5) BGB). The right to claim further damages caused by default remains unaffected.
10.3 Costs of pursuing the claim. In addition to Section 10.2, the Customer bears the costs of the appropriate pursuit of the claim as damage caused by default (Verzugsschaden, sections 280 (1) and (2), 286 BGB), in particular the fees of a lawyer instructed before court proceedings, calculated in accordance with the German Lawyers’ Remuneration Act (Rechtsanwaltsvergütungsgesetz, RVG), and the costs of a collection agency up to the amount that would have been incurred for a lawyer. The lump sum under Section 10.2 is credited against those costs to the extent required by section 288 (5) sentence 3 BGB.
10.4 Suspension of work. If the Customer is in default with a payment that is not insignificant, CartCraft may, after announcing this in text form and allowing a reasonable period of at least seven calendar days to elapse, suspend all further work under all contracts with the Customer until payment has been received in full. Agreed dates are postponed accordingly. The Customer has no claim for damages or for delay arising from such suspension.
10.5 Retention of services and access. For as long as the Customer is in default, CartCraft may withhold deliverables that have not been paid for, releases, exports, documentation and the handover of access credentials created by CartCraft. This does not apply to access to the Customer’s own systems and accounts, which CartCraft will not withhold.
10.6 Rights of use in the event of default. The provisional right of use under Section 11.2 lapses if the Customer is in default with payment for more than 30 calendar days. In that case the Customer ceases to use the work results concerned and, upon request by CartCraft in text form, removes them from its systems without undue delay; alternatively CartCraft is entitled, after prior notice in text form, to deactivate or remove work results that have not been paid for, and the Customer tolerates this. Upon full payment the final right of use under Section 11.1 arises; a removal that took place in the meantime does not affect this, and restoring the work results is charged as a separate task at the rate under Section 9.2.
10.7 Advance payment after default. After default has occurred, CartCraft may make further performance dependent on advance payment or on the provision of security.
10.8 Relationship to remuneration for reserved capacity. Measures under Sections 10.4 to 10.7 are attributable to the Customer. They do not reduce CartCraft’s claim to remuneration for reserved capacity under Section 12.5, because the reason for the non-performance lies within the Customer’s sphere. Section 12.5 (c) remains unaffected.
11.1 Transfer upon full payment. The Customer acquires the rights of use in the work results only upon full payment of the remuneration owed for the respective order. Upon full payment, the Customer receives a non-exclusive right of use, unlimited in time and territory, to use the work results for the purpose of the commissioned project, including the right to modify them and to have them modified by third parties.
11.2 Provisional right of use before payment. Until full payment, the Customer receives only a simple, revocable right of use for the purposes of review, release and provisional operation. This right lapses under the conditions set out in Section 10.6. Copyright itself is not transferable under German law (section 29 (1) of the German Copyright Act, UrhG); what is granted are rights of use.
11.3 Onward transfer. Where the Customer is an agency or acts for an end customer, the Customer may pass on the right of use under Section 11.1 to the end customer of the respective project. Use for further projects of the Customer or of third parties, and the resale of the source code as such, require a separate agreement.
11.4 CartCraft know-how. CartCraft remains entitled to continue to use general techniques, methods, structures, know-how and non customer specific building blocks and components that were used or created in the course of the order, and to use them for other projects. This does not include the Customer’s confidential information or content.
11.5 Third party components. Work results may contain third party components, in particular open source software, plugins, themes, fonts and libraries. The licence terms of the respective third party apply to those components. Licences that require payment are procured by the Customer in its own name unless otherwise agreed; where CartCraft procures them, Section 9.7 applies.
11.6 Customer materials. The Customer grants CartCraft the rights required to use content, data, trademarks and materials provided by the Customer for the purposes of performing the contract, including the right to pass them on to subcontractors under Section 14.
12.1 Indefinite term. Contracts for ongoing support, maintenance, care packages, retainers and hosting run for an indefinite period unless a fixed term is agreed in the individual offer.
12.2 Notice period for support and retainers. Contracts for ongoing support, maintenance and retainers may be terminated by either party with a notice period of two weeks to the end of a calendar month, in text form, without stating reasons.
12.3 Notice period for hosting and recurring infrastructure fees. Contracts for hosting and comparable recurring infrastructure fees may be terminated by either party with a notice period of 30 days to the end of a calendar month, in text form, without stating reasons.
12.4 Contingents and recurring fees until termination takes effect. Agreed contingents and recurring fees remain payable in full up to the date on which a termination takes effect, irrespective of the extent to which the Customer actually uses them; Section 12.5 applies in addition. Work already commissioned is completed and invoiced; at the Customer’s request it is instead discontinued and the effort incurred up to that point is invoiced.
12.5 Reserved capacity where services are not called off (Annahmeverzug, section 615 BGB).
(a) Reservation and continuing offer of performance. Where the individual offer agrees a minimum contingent for a billing period, CartCraft keeps that capacity free for the Customer for the entire term of the contract and does not allocate it to other customers. CartCraft thereby offers its performance to the Customer on a continuing basis for the whole term. Because the Customer determines when and for what the capacity is called off, a separate offer of performance for each individual period is not required; the call-off by the Customer is an act of cooperation within the meaning of section 295 BGB.
(b) Remuneration if the capacity is not called off. If the Customer does not call off the reserved capacity, or does not provide the cooperation required for the call-off under Section 6, the Customer is in default of acceptance (Annahmeverzug, sections 293 to 296 BGB). In that case the remuneration for the agreed minimum contingent remains payable for each billing period, calculated at the agreed rate, until the contract ends by an effective termination under Section 12.2, 12.3 or 12.8 or in another way. Sections 615 sentence 1 and 642 BGB remain unaffected.
(c) Credit for savings and other earnings. CartCraft must allow to be credited against the remuneration under (b) what it saves as a result of not performing (ersparte Aufwendungen) and what it earns, or wilfully fails to earn, by using the reserved capacity elsewhere (anderweitiger Erwerb, section 615 sentence 2 BGB). CartCraft makes reasonable efforts to use reserved capacity that is not called off elsewhere. At the Customer’s request in text form, CartCraft states for the billing period concerned what has been credited.
(d) No double claim. Services actually rendered in a billing period are set off against the minimum contingent for that period. Only the remaining difference is invoiced under (b).
(e) Expiry. Parts of the minimum contingent that are not called off expire at the end of the respective billing period; Section 12.6 applies.
(f) Exceptions. Paragraph (b) does not apply for periods in which the Customer is unable to call off services because CartCraft does not perform, in which CartCraft is unable to perform for reasons within its own sphere, or in which the Customer has effectively terminated for good cause under Section 12.8.
(g) Amount. The amount of the minimum contingent, the billing period and the applicable rate follow exclusively from the individual offer. Where the individual offer does not agree a minimum contingent, this Section 12.5 does not apply.
(h) Nature of the claim. The claim under (b) is a claim to remuneration for capacity kept available. It is neither a contractual penalty (Vertragsstrafe) nor a lump sum for damages (pauschalierter Schadensersatz). The Customer’s right under (c) to have savings and other earnings credited remains unaffected.
12.6 No carry over. Unused parts of a contingent expire at the end of the respective billing period and are neither carried over nor refunded, unless the individual offer expressly provides otherwise.
12.7 No availability guarantee. Unless expressly agreed in text form, CartCraft does not owe any particular availability, response time or resolution time. Support is provided during CartCraft’s regular business hours, Monday to Friday, excluding public holidays at CartCraft’s place of business.
12.8 Termination for cause. The right to terminate for good cause remains unaffected. Good cause exists in particular in the event of repeated payment default, insolvency of the other party or a material breach that is not cured within 14 calendar days of a request in text form.
12.9 Effects of termination. Upon termination, CartCraft hands over the work results paid for in full, together with the access credentials it has created for the Customer’s systems, and provides reasonable support for the migration on a time and materials basis at the rate under Section 9.2. Outstanding invoices become due upon termination.
13.1 Third party services. CartCraft is not the operator of third party platforms and services, in particular Shopify, WordPress, hosting and cloud providers, payment and shipping services, plugins, apps and external interfaces. CartCraft gives no warranty for their availability, functionality, compatibility, pricing or continued existence.
13.2 Changes by third parties. If third parties change their technology, interfaces, terms or pricing, adjustments arising from this are not part of an existing order and are commissioned separately under Section 4.
13.3 Hosting. Where CartCraft provides hosting, it does so using infrastructure of third party providers. CartCraft owes the careful selection and administration of that infrastructure, not a particular uptime, unless a service level is expressly agreed in text form. Downtimes caused by the infrastructure provider, by attacks, or by content or configurations for which the Customer is responsible are not attributable to CartCraft.
13.4 Backups in hosting. Where backups are part of the hosting service, they are created in the agreed interval. The Customer remains obliged to keep its own copies of business critical data. CartCraft is not liable for restoring data that was not covered by the agreed backup scope.
13.5 Data after the end of hosting. After a hosting contract ends, CartCraft provides the Customer with an export of the data and files stored for the Customer on request. Unless a longer period is agreed or a statutory retention duty applies, CartCraft deletes the data 30 calendar days after the contract ends. The Customer is responsible for migrating to another provider in good time.
13.6 Customer accounts. Where services run in the Customer’s own accounts with third parties, the contractual relationship exists between the Customer and that third party. The Customer bears the fees due there.
CartCraft is entitled to use subcontractors and vicarious agents to perform its obligations. CartCraft remains responsible to the Customer for proper performance and remains the Customer’s contact and responsible party. CartCraft imposes confidentiality obligations on subcontractors that correspond to Section 19. Where personal data is processed, Section 20 applies in addition.
15.1 Licence. Upon full payment, CartCraft grants the Customer a non-exclusive, non-transferable right to use CartCraft’s standard software products and apps for the duration of the respective subscription.
15.2 Restrictions. The Customer may not reverse engineer, decompile or disassemble the software except to the extent permitted by mandatory law, may not create derivative works based on it, and may not rent, lease, sublicense or transfer it to third parties without CartCraft’s consent in text form.
15.3 Updates. CartCraft’s software products update automatically. Where manual steps are required, CartCraft informs the Customer and provides instructions.
15.4 Billing and cancellation of app subscriptions. Subscriptions to apps distributed through the Shopify App Store are billed exclusively through Shopify and are governed in addition by Shopify’s terms. The Customer cancels such a subscription by uninstalling the app; the cancellation takes effect at the end of the current billing period. Refunds for such subscriptions are handled by Shopify. The notice periods under Section 12 do not apply to app subscriptions billed through Shopify.
15.5 Support for standard products. CartCraft answers support requests concerning its standard software products within three working days.
16.1 Notification. The Customer notifies defects in text form, describing them in a comprehensible manner and stating the steps needed to reproduce them.
16.2 Rectification. Where a service is owed as a specific work result, CartCraft remedies defects that existed at the time of acceptance free of charge, at its choice by rectification or by new performance, within a reasonable period. If rectification fails twice, the Customer may reduce the remuneration or, in the case of a material defect, terminate the contract with respect to the part concerned.
16.3 Warranty period. Claims for defects become time barred 12 months after acceptance. This does not apply to claims based on intent, on gross negligence, on fraudulent concealment of a defect, to damage to life, body or health, to claims under the German Product Liability Act, or to mandatory statutory liability, for which the statutory periods apply.
16.4 Exclusions. There is no claim for defects in the case of insignificant deviations from the agreed specification, normal wear, faults caused by improper use, by an unsuitable operating environment, or by changes to code, configuration or system environment made by the Customer or by third parties after acceptance. There is likewise no claim for defects caused by changes made by third party providers under Section 13.2, or by content, data or specifications supplied by the Customer.
16.5 Costs of unjustified notices. If a notified defect turns out not to be attributable to CartCraft, CartCraft may invoice the effort of analysis at the rate under Section 9.2, provided CartCraft pointed this out before starting the analysis.
17.1 Unlimited liability. CartCraft is liable without limitation for damage caused intentionally or by gross negligence, for damage to life, body or health, for fraudulently concealed defects, under a guarantee expressly given, under the German Product Liability Act (Produkthaftungsgesetz), and to the extent liability is mandatory under applicable law.
17.2 Slight negligence. In the case of slight negligence, CartCraft is liable only for the breach of a material contractual obligation (Kardinalpflicht). A material contractual obligation is an obligation whose fulfilment is essential for the proper performance of the contract, on whose fulfilment the Customer may regularly rely, and whose breach jeopardises the achievement of the purpose of the contract. In such cases liability is limited to the damage that is typical for this type of contract and foreseeable at the time the contract was concluded.
17.3 Cap. Subject to Section 17.1, liability under Section 17.2 is limited, per contract year, to the higher of (a) the remuneration paid by the Customer under the respective contract in the preceding twelve months and (b) EUR 5,000.00, and in any event to a maximum of EUR 25,000.00.
17.4 Excluded losses. Subject to Section 17.1, CartCraft is not liable for loss of profit, loss of revenue, loss of production, loss of goodwill, indirect or consequential loss, or for claims by third parties against the Customer.
17.5 Data loss. Liability for loss of data is limited to the effort that would have been required to restore the data from properly maintained backups. Section 6.5 remains unaffected.
17.6 Customer content and instructions. CartCraft is not liable for the content, data, texts, images, product information and legal declarations supplied by the Customer, nor for damage resulting from the Customer’s binding instructions, provided CartCraft pointed out the associated risk or the risk was not recognisable to CartCraft.
17.7 Third party outages. Subject to Section 17.1, CartCraft is not liable for outages, malfunctions, data loss or changes caused by third party providers within the meaning of Section 13.1, including hosting and cloud providers, platform operators, app and plugin vendors, external interfaces, payment and shipping service providers.
17.8 Live systems. Where work on live systems is necessary, it is performed with customary professional care. CartCraft is not liable for temporary technical impairments that are unavoidable in this context, such as short periods of unavailability or cache invalidation.
17.9 Employees and agents. The above limitations also apply in favour of CartCraft’s directors, employees, vicarious agents and subcontractors.
17.10 Limitation period. Claims for damages against CartCraft become time barred 12 months after the Customer became aware of the damage and of the circumstances giving rise to the claim, and in any event 24 months after the event causing the damage. Section 16.3 sentence 2 applies accordingly.
18.1 Warranty of rights. The Customer warrants that it holds all necessary rights to the content, data, trademarks, software and materials it provides, and that their use as intended does not infringe the rights of third parties or applicable law.
18.2 Indemnification. The Customer indemnifies CartCraft against claims by third parties, including reasonable costs of legal defence, that are asserted against CartCraft because of content, data or specifications supplied by the Customer, because of the Customer’s use of the services in breach of the contract, or because of an infringement of law attributable to the Customer. CartCraft informs the Customer of such claims without undue delay and does not acknowledge them without the Customer’s consent.
19.1 Mutual confidentiality. Each party keeps confidential all information of the other party that is marked as confidential or whose confidential nature is evident from the circumstances, in particular business figures, strategies, customer and supplier data, source code, credentials and technical documentation. Each party uses such information only for the purposes of the collaboration and discloses it only to persons who need it for that purpose and who are bound by an equivalent obligation. Where the Customer acts for an end customer, this obligation covers the end customer’s information as well.
19.2 Exceptions. The obligation does not apply to information that is publicly known, that was already lawfully known to the receiving party, that was developed independently, or that must be disclosed by law or by order of a court or authority. In the latter case, the party concerned informs the other party in advance where legally permissible.
19.3 Duration. The obligation continues for three years after the end of the contract, and for trade secrets for as long as they qualify as such. A separate non-disclosure agreement between the parties remains unaffected and applies in addition.
19.4 References. CartCraft may name the Customer and the project as a reference, use screenshots and short descriptions of publicly visible results, and link to the Customer’s website, unless the Customer objects in text form. Confidential details, figures and internal information are never published. An objection may be raised at any time and takes effect for the future.
19.5 Non solicitation. During the term of the contract and for 12 months thereafter, neither party actively solicits employees or subcontractors of the other party who were involved in the collaboration. General job advertisements are not affected.
20.1 Processing. CartCraft processes personal data in accordance with applicable data protection law, in particular Regulation (EU) 2016/679 (GDPR) and Singapore’s Personal Data Protection Act (PDPA). Details on the processing of data of website visitors and business contacts are set out in the privacy policy at https://cartcraft.io/privacy-policy/.
20.2 Processing on behalf of the Customer. Where CartCraft processes personal data on behalf of the Customer, in particular in the context of hosting, maintenance or access to the Customer’s systems, the parties conclude a separate data processing agreement (Auftragsverarbeitungsvertrag, Article 28 GDPR) before the processing begins. The Customer is the controller for that processing.
20.3 Sub-processors. The Customer grants general authorisation for the use of sub-processors. CartCraft informs the Customer of intended changes and imposes obligations on sub-processors that correspond to its own. Details, including the list of sub-processors, are governed by the data processing agreement.
20.4 Customer responsibility. The Customer is responsible for the lawfulness of the data it makes available and for the legal basis of the processing it commissions.
21.1 Notice. CartCraft may amend these Terms with effect for the future where this is necessary to reflect changes in the law, in case law, or in the services offered, and where the amendment does not upset the balance of the contract to the Customer’s disadvantage.
21.2 Objection. CartCraft notifies the Customer of the amended Terms in text form at least six weeks before they are to take effect, and expressly points out the objection period, the legal consequence of remaining silent and the right of termination. If the Customer does not object in text form before the amendment takes effect, the amended Terms are deemed accepted for contracts already in existence.
21.3 Right of termination. If the Customer objects, CartCraft may terminate the affected continuing obligation as of the date on which the amendment takes effect. Orders already placed are completed on the basis of the previous version.
21.4 Version applicable to an order. For an individual order, the version of these Terms applicable at the date of the underlying offer applies.
The Customer may only assign claims against CartCraft with CartCraft’s prior consent in text form. Section 354a of the German Commercial Code (HGB) remains unaffected.
23.1 Text form. Notices, releases, orders, terminations and other declarations under the contract require text form, unless a stricter form is prescribed by law. E-mail satisfies this requirement.
23.2 Project communication. Project related communication takes place in text form or through the agreed project management tool. Oral arrangements require confirmation in text form in order to become binding.
23.3 Contact details. Each party keeps the contact details it has provided up to date. Declarations sent to the last contact address provided are deemed received.
24.1 Governing law. The contractual relationship is governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and excluding the rules of private international law that would lead to the application of another legal system.
24.2 Place of performance. The place of performance for all obligations is CartCraft’s registered office.
24.3 Jurisdiction. For all disputes arising out of or in connection with the contractual relationship, the exclusive place of jurisdiction is Stade, Germany, provided the Customer is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany. CartCraft is additionally entitled to bring proceedings at the Customer’s general place of jurisdiction.
24.4 Amicable settlement and mediation. Before initiating court proceedings, the parties will attempt to resolve the dispute amicably and, at the request of either party, through mediation. This does not prevent either party from seeking interim relief, and it does not prevent CartCraft from pursuing a claim for payment that the Customer has not disputed in substance, in particular by way of an order for payment procedure (Mahnverfahren).
25.1 Entire agreement. These Terms, together with the individual offer and any individual agreements, constitute the entire agreement on the subject matter and replace earlier arrangements on that subject matter.
25.2 Severability. If a provision of these Terms is or becomes invalid or unenforceable, the validity of the remaining provisions is not affected. The invalid or unenforceable provision is replaced by the applicable statutory rule.
25.3 Survival. Sections 11, 12.5, 17, 18, 19, 20 and 24 survive the end of the contract.
CartCraft Pte. Ltd.
1 North Bridge Road, #B1-35
High Street Centre
Singapore 179094, Singapore
Company registration number (UEN): 202417742K
E-mail: [email protected]
Web: https://cartcraft.io
Version 2.0, effective 26 August 2026.