Terms of service

General Terms and Conditions

 merconic GmbH

 Location: Berlin

 Version: May 2025

1. Scope

These General Terms and Conditions apply to all contracts, deliveries and services between merconic GmbH (hereinafter the “Agency”) and the client, unless expressly agreed otherwise in writing. Any deviating, conflicting or supplementary terms and conditions of the client shall not become part of the contract unless their validity is expressly accepted in writing.

2. Subject matter of the contract

The subject matter of the contract comprises e-commerce services, in particular Shopify consulting, implementation and support, marketing automation and related services.

3. Scope of services and cooperation duties

The Agency provides its services on the basis of the individually agreed service description or project agreement. The client undertakes to provide all information and documents required for performance in a timely and complete manner.

3a. Project types: fixed price vs. time and materials
The Agency offers services both as fixed-price projects and on the basis of actual effort (time and materials). The applicable billing model is set out bindingly in the relevant proposal or project agreement.

Fixed-price projects cover the scope specified in the proposal. Any additional services or change requests require a written agreement and will be charged separately.

Time-and-materials projects are billed on the basis of the hours or days actually worked. The Agency documents the effort transparently. Any estimate provided in advance is non-binding unless expressly agreed as a binding maximum.

4. Invoicing and payment

Services provided by merconic GmbH are invoiced at the end of the calendar month in which they were performed. All payments must be made without deduction to the specified business account within 14 days of the invoice date. All prices are exclusive of the applicable statutory VAT.

5. Travel and third-party costs

Travel costs to locations outside the Agency’s registered office in Berlin will be passed on to the client at cost, provided they have been approved in advance. Any third-party costs approved in advance, such as paid apps, tools or external service providers, shall also be borne by the client.

6. Delays and force majeure

The Agency is not liable for delays in delivery or performance caused by force majeure or other events beyond its control. In such cases, the agreed deadline will be extended by the duration of the disruption plus a reasonable restart period.

7. Liability

The Agency is liable for damages only in cases of intent or gross negligence. In cases of ordinary negligence, liability applies only to the breach of essential contractual obligations and is limited to the typical damage foreseeable when the contract was concluded. Any further liability is excluded.

 8. Copyright and usage rights

All concepts, texts, designs and other works created as part of the project remain the property of the Agency until payment has been made in full. Following payment, the client receives an unrestricted right of use unless otherwise agreed.

9. Confidentiality

Both parties undertake to maintain confidentiality regarding confidential information, including after the contractual relationship ends. This applies in particular to trade and business secrets and personal data.

10. Final provisions

There are no verbal side agreements to this contract. Amendments and additions must be made in writing.

The law of the Federal Republic of Germany applies, excluding the United Nations Convention on Contracts for the International Sale of Goods.

The place of jurisdiction is the Agency’s registered office.