General Terms and Conditions for Services
Validity for Entrepreneurs
Yaman Labash Abazid – Siravo Studios
Mülgaustraße 13
41199 Mönchengladbach
Germany
E-Mail: hello@siravo.de
Phone: +49 15561 098752
1. Scope of Application
1.1 These General Terms and Conditions ("GTC") apply to all contracts between Yaman Labash Abazid, operating as Siravo Studios, hereinafter "Provider", and its customers for services in the areas of e-commerce, web design, Shopify, shop setup, relaunch, migration, optimization, support, maintenance, consulting, design, technical implementation, and related services.
1.2 These GTC apply exclusively to entrepreneurs within the meaning of Section 14 BGB (German Civil Code). An entrepreneur is a natural or legal person or a partnership with legal capacity who, when concluding the contract, acts in the exercise of their commercial or independent professional activity.
1.3 These GTC also apply to all future business relationships with the same customer, even if they are not expressly agreed upon again.
1.4 Deviating, conflicting or supplementary General Terms and Conditions of the customer do not become part of the contract, unless the provider expressly agrees to their validity in text form.
1.5 Individual agreements, project-related offers, service descriptions and other expressly made agreements take precedence over these GTC. Individual agreements legally precede General Terms and Conditions.
2. Conclusion of Contract and Inclusion of GTC
2.1 The presentation of services on the website, in presentations, messages or other documents does not yet constitute a binding offer to conclude a contract.
2.2 A contract is concluded by:
a) Acceptance of an individual offer from the provider by the customer in text form,
b) a separate written agreement or agreement in text form,
c) payment of an agreed deposit or partial payment on a specific offer, or
d) express order by the customer and its acceptance by the provider.
2.3 These GTC become part of the contract if the provider refers the customer to them at the time of contract conclusion and provides the customer with the opportunity to reasonably take note of their content. The inclusion of General Terms and Conditions is governed by Section 305 BGB.
2.4 The content and scope of the services owed are determined in the following order:
a) individual agreements,
b) the respective offer or service description,
c) these GTC.
3. Subject Matter of the Contract and Scope of Services
3.1 The subject matter of the contract is exclusively the services expressly designated in the respective offer or in the individual agreement.
3.2 The provider primarily provides services in the following areas:
- Shopify and e-commerce consulting,
- Conception and planning of online shops,
- Creation and setup of Shopify shops,
- Relaunch and migration of existing shops,
- Design and structuring of pages,
- Technical setup and customization,
- Ongoing support, maintenance, and optimization,
- Other agency-typical services in the digital sector.
3.3 Unless expressly agreed otherwise in writing or text form, the provider particularly does not owe:
- Legal advice,
- Tax advice,
- Binding market or competitive analysis,
- Creation or review of legal texts,
- Permanent search engine optimization,
- Advertising campaigns,
- Guarantees of sales, profits, reach, ranking or conversion,
- The procurement or financing of external licenses, domains, apps, plugins, themes, images, stock materials or third-party tools.
The provider does not guarantee economic success. In particular, no sales, profits, reach, conversion rates or other business results are guaranteed.
3.4 The provider is entitled to engage third parties, in particular freelancers, subcontractors or external service providers, for the provision of services.
3.5 If services are based on specifications, structures, APIs, functions or guidelines of third-party providers, in particular Shopify or other app, hosting, payment or software providers, the provider does not guarantee the unchanging continuation or permanent availability of these external systems.
3.6 Insofar as the agreed service has the character of a contract for work, the statutory provisions on contracts for work pursuant to §§ 631 et seq. BGB shall apply complementarily. Acceptance plays a central role in this.
4. Offers, Remuneration and Payment Terms
4.1 The remuneration is based on the respective offer or individual agreement.
4.2 Unless otherwise agreed, the provider is entitled to demand advance payments, installment payments, partial invoices or milestone payments. The specific payment structure can be individually determined depending on the project scope.
4.3 Unless otherwise specified in the offer, invoices are due for payment immediately upon receipt without deduction.
4.4 The provider is entitled to make the provision of further services dependent on the timely payment of outstanding invoices.
4.5 If the customer defaults on a payment, the provider is entitled to,
- suspend the further provision of services in whole or in part,
- pause project work,
- withhold approvals, handovers, live deployments or access,
- temporarily block access to work-in-progress, drafts or project files,
unless compelling legal regulations prevent this.
4.6 The final handover of results, usage rights, source codes, access data, exports, final designs or live deployments may be withheld until all outstanding claims have been paid in full.
4.7 All prices are net, unless otherwise stated. If the provider applies the small business regulation according to § 19 UStG (German VAT Act), no sales tax will be shown.
4.8 The customer may only offset claims that are undisputed, ready for decision, or legally established. The customer is only entitled to a right of retention insofar as his counterclaim is based on the same contractual relationship and is undisputed or legally established.
5. Customer's Duty to Cooperate
5.1 The customer is obliged to provide all necessary cooperative actions for the execution of the project in a timely, complete and free of charge manner.
5.2 This includes in particular:
- Provision of texts, images, logos, product data and other content,
- Provision of necessary accesses, passwords and technical information,
- Appointment of an authorized contact person,
- Timely approvals, feedback and decisions,
- Communication of all project-relevant specifics.
5.3 The customer is solely responsible for ensuring that the content, materials, and instructions provided by them are lawful and do not infringe on any third-party rights.
5.4 The customer shall indemnify the provider upon first request from all third-party claims based on content, data, trademarks, images, texts, product information, ratings or other materials provided by the customer violating applicable law or third-party rights, unless the provider is responsible for the infringement itself.
5.5 Delays, additional effort or additional costs arising from late, incomplete, incorrect or missing cooperation by the customer shall be borne by the customer. Agreed deadlines and dates shall be extended appropriately by the period during which the cooperative action is missing, plus a reasonable restart period.
6. Project Procedure, Corrections and Change Requests
6.1 Timelines, project schedules, implementation durations, launch dates or other deadlines named by the provider are generally non-binding planning values, unless otherwise expressly agreed.
All time indications are subject to the timely and proper cooperation of the customer. Delays due to missing or late cooperation of the customer lead to a corresponding postponement of all agreed deadlines plus a reasonable restart period.
6.2 Change requests from the customer after project commencement that deviate from the originally agreed scope of services constitute additional services and shall be remunerated separately.
6.3 Unless otherwise regulated in the offer, the agreed remuneration only includes the services expressly designated therein and a reasonable number of project-typical coordinations and corrections. Extensive multiple changes, new briefings, changes in content direction, subsequent structural changes or repeated redesigns are not covered by the original remuneration.
6.4 The provider is entitled to make change requests from the customer dependent on a prior approval of additional costs, an adjustment of the schedule, and, if applicable, an adjustment of the payment structure.
6.5 A project phase, design status, concept, or functional scope that has been approved once shall be considered a binding working basis for further project phases with regard to the approved content.
6.6: If a project interruption of more than 14 days occurs due to a lack of cooperation from the customer, the provider is entitled to reschedule the project.
Any resulting additional expenses, particularly due to renewed onboarding, resource planning, or organizational adjustments, may be charged separately.
7. External Services, Third-Party Providers and External Systems
7.1 Insofar as the provider brokers, recommends or integrates third-party services into the project, the respective contract for this external service is generally concluded directly between the customer and the respective third-party provider, unless expressly agreed otherwise.
7.2 The provider is not liable for service disruptions, functional changes, price adjustments, blocking, API changes, policy changes or other measures of external providers, in particular Shopify, payment service providers, app providers, domain providers, hosting providers or social media platforms.
7.3 Costs for third-party services, licenses, themes, apps, plugins, image databases, fonts, domains, hosting, external tools or similar services shall be borne by the customer, unless expressly agreed otherwise.
7.4 The provider is not obliged to legally review contractual conditions, data protection regulations, license conditions or technical requirements of external third-party providers.
7.5: The provider does not guarantee that external platforms, systems or services, in particular Shopify or comparable providers, will be available error-free, uninterrupted or unchanged at all times.
8. Acceptance
8.1 If a contract for work is owed, the provider will notify the customer of the completion of the service or a separable part of the service and make it available for acceptance.
8.2 The customer is obliged to accept the work performed in accordance with the contract, unless acceptance is excluded by the nature of the work. Acceptance may not be refused due to immaterial defects. This corresponds to Section 640 BGB.
8.3 The customer must examine the service immediately and specifically describe any recognizable defects in text form.
8.4 If the provider sets the customer a reasonable deadline for acceptance after completion and the customer does not refuse acceptance within this deadline by stating at least one specific defect in text form, the service shall be deemed accepted in accordance with Section 640 (2) BGB.
This also applies if the customer does not provide feedback within the set deadline.
8.5 Productive use of the service by the customer, in particular going live, publication, release for use in business operations or unreserved use in live operation, also counts as acceptance, provided that no significant defects are immediately complained about.
8.6 The provider is entitled to submit self-contained partial services, project phases or milestones for separate partial acceptance.
8.7 The unconditional payment of an invoice related to a clearly definable project phase can be considered an indication that the corresponding phase has been essentially performed in accordance with the contract.
9. Termination and Project Cancellation
9.1 If a contract for work exists, the customer can generally terminate the contract at any time until the work is completed. In the event of such a termination, the provider is entitled to demand the agreed remuneration according to Section 648 BGB; however, they must deduct what they have saved in expenses as a result of the termination of the contract or what they acquire or maliciously fail to acquire by using their labor elsewhere.
9.2 In the event of termination or other project cancellation by the customer, at least the services rendered up to that point, time expended, already commenced partial services, external costs, booked resources and external services that can no longer be canceled shall be remunerated by the customer.
9.3 Already made advance payments or installment payments will only be reimbursed insofar as they exceed the remuneration owed in accordance with Clauses 9.1 and 9.2.
9.4 The right of both parties to extraordinary termination for good cause remains unaffected. Good cause may exist in particular if a party seriously breaches essential contractual obligations despite a warning. Section 648a BGB provides a legal basis for termination for good cause.
10. Rights of Use
10.1 All copyrights, rights of use and other rights to the work results created by the provider remain with the provider until all remunerations owed from the respective project have been paid in full.
10.2 After full payment, the customer receives a simple, temporally unlimited, non-transferable right of use for their own business purposes for the contractually owed and paid work results, unless otherwise stipulated by the purpose of the contract.
10.3 Editing, further development, passing on, sublicensing or other transfer to third parties is only permissible insofar as this has been expressly agreed or is necessarily derived from the purpose of the contract.
10.4 Raw files, editable source files, open working files, internal project files, templates, concepts, intermediate steps, strategy papers, documentation or development statuses are only owed by the provider if this has been expressly agreed.
10.5 Insofar as the provider uses materials, templates, themes, modules, components, libraries, standards or other elements that are themselves subject to third-party rights, the customer receives rights of use only to the extent permitted by the third-party provider.
10.6 The provider remains entitled to use general know-how, methods, working procedures, technical solutions, reusable building blocks and conceptual approaches for other projects as well.
11. Reference and Self-Promotion
11.1 The provider is entitled to name the customer and the project created for them as a reference in an appropriate manner and to use it for self-promotional purposes, in particular on their own website, in presentations, social media presences, offer documents or case studies.
11.2 This includes, in particular, the naming of the customer's company name, the display of logos, screenshots, publicly accessible project views, and a general description of the scope of services.
11.3 If the customer expressly objects to the reference in text form before or at the conclusion of the contract for legitimate reasons, the provider will take this into account appropriately.
11.4 The provider is also entitled to include an industry-standard notice of its involvement, in particular in the form of a discreet footer notice or internal identification, unless otherwise specified in the offer.
12. Material Defects
12.1 The statutory provisions, in particular Sections 634 et seq. BGB, apply to defects in contract for work services. In the case of defects, the law provides for subsequent performance, self-remedy under certain conditions, withdrawal, reduction, and damages.
12.2 The customer must report defects immediately upon becoming aware of them in text form and describe them so specifically that a proper review and, if necessary, rectification is possible.
12.3 The provider is initially entitled to subsequent performance within a reasonable period.
12.4 A defect is notably not present in cases of:
- only insignificant deviations from the agreed quality,
- impairments based on incorrect content or instructions from the customer,
- changes made by the customer or third parties after delivery,
- problems caused by external systems or third-party providers,
- mere matters of taste, provided the agreed service description has been complied with.
13. Liability
13.1 The provider is liable without limitation for intent and gross negligence as well as for damages resulting from injury to life, body or health.
13.2 In the event of slight negligence in breaching essential contractual obligations, liability is limited to the foreseeable damage typical for the contract at the time of its conclusion. Essential contractual obligations are those obligations whose fulfillment enables the proper execution of the contract in the first place and on whose compliance the customer can regularly rely.
13.3 Otherwise, the provider's liability for slight negligence is excluded.
13.4 The provider is particularly not liable for:
- lost profit,
- missed sales,
- lost business opportunities,
- unmet economic expectations,
- ranking losses,
- conversion losses,
- advertising success or marketing results,
- blocking, changes or failures of external platforms and tools,
unless compelling law dictates otherwise.
13.5 The provider assumes no liability for the legal admissibility of the content, information, advertising statements, markings, price information, product displays, images, brand uses, impressum details, data protection texts, consent solutions or other legal requirements of the customer, unless a corresponding legal review is explicitly owed.
13.6 If the customer makes changes to the service independently or through third parties after handover, the provider's liability for resulting defects or consequential damages is void.
14. Statute of Limitations
14.1 The statutory limitation period applies to claims for defects.
14.2 The statutory limitation periods apply to claims for damages by the customer, unless otherwise stipulated in these GTC and compelling law does not preclude this.
15. Confidentiality
15.1 Both parties undertake to keep confidential all information obtained during the cooperation and to use it only for the execution of the respective contract.
15.2 Confidential information particularly includes operational, technical, economic, organizational or strategic information not publicly known, access data, calculations, drafts, offers and project documents.
15.3 Information is not considered confidential if
- it is already publicly known,
- it becomes publicly known without violating a confidentiality obligation,
- it was already legally known to the receiving party,
- it was legally disclosed by third parties,
- it must be disclosed due to legal regulations or official orders.
16. Communication
16.1 Unless otherwise expressly agreed, communication between the parties can take place particularly via e-mail, video call, messenger, project management tool or otherwise in text form.
16.2 The customer must ensure that the contact data provided by them is up-to-date and that incoming messages from the provider, especially by e-mail, are regularly retrieved.
16.3 Statements and approvals from the customer, which are submitted via the usual communication channels of the project, may be treated as binding by the provider, unless otherwise indicated by the circumstances.
17. Data Protection
17.1 The provider processes personal data in accordance with statutory data protection regulations.
17.2 The provider's privacy policy in its current version applies additionally.
17.3 If order processing in the sense of data protection law is necessary within the framework of the cooperation, the parties will conclude a separate order processing agreement upon request.
18. Final Provisions
18.1 The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods.
18.2 If the customer is a merchant, a legal entity under public law or a special fund under public law, or if he has no general place of jurisdiction in Germany, the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be the seat of the provider.
18.3 Should individual provisions of these GTC be or become wholly or partially ineffective, unenforceable or void, the validity of the remaining provisions shall remain unaffected. The statutory regulation shall replace the ineffective, unenforceable or void provision.
18.4 Amendments and additions to the contract or these GTC require at least text form, unless a stricter form is mandatorily prescribed.
18.5: The provider is not liable for delays or service failures caused by force majeure.
This includes, in particular, natural disasters, strikes, official measures, failures of telecommunications or IT infrastructure, and other unforeseeable events beyond the provider's control.
