These General Terms and Conditions of Business ("GTC" for short) govern the contractual relationship between shopware AG, Ebbinghoff 10, 48624 Schöppingen, Germany ("shopware" for short) and its customers.

Part 1: General provisions for all contracts

1. General

1.1. All products and services are provided by shopware exclusively to entrepreneurs, legal entities under public law or special funds under public law ("Customer" for short). No products or services are provided to consumers.

1.2. These GTC shall apply exclusively. Any terms and conditions of Customer that supplement or deviate from these GTC shall not apply unless shopware expressly agrees to their application in writing. This shall apply even if shopware delivers products or provides services to Customer without reservation, while being aware of such supplementary or deviating terms and conditions of Customer. These GTC shall also apply to all future contracts, even if their application is not expressly agreed between the parties again.

1.3. The contract languages are German and English. However, only the German version of these GTC and the contract shall be legally binding. This also applies to any landing pages ("Landing Pages") provided by shopware on the internet in languages other than German.

1.4. "In writing" means any embodied declaration, which can also be in electronic format. No handwritten signature or qualified electronic signature shall be required for this, unless the term "written form" is explicitly used. "Written form" means the statutory written form as provided for by Section 126 (1) of the German Civil Code (Bürgerliches Gesetzbuch, hereinafter referred to as "BGB").

2. Definitions

For the purposes of these GTC and the contracts concluded thereunder, the following definitions shall apply:

2.1. Updates: Bundling of several defect eliminations/bug fixes and/or failure corrections and, where applicable, minor functional improvements and/or adjustments to the shopware software. The term Updates also includes Patches unless explicitly stated otherwise.

2.2. Working days: Days from Monday to Friday with the exception of public holidays at shopware's place of business.

2.3. Calculation Factor: The contractually defined basis for remuneration. The calculation factor may be based either on the maximum permitted GMV or the maximum number of permitted orders per year.

2.4. Cloud solution: The provision of shopware software in the SaaS or PaaS model.

2.5. Community Edition: Free software provided by shopware free of charge.

2.6. Data backup: Includes all proper technical and/or organizational measures to ensure the availability, integrity and consistency of the systems, including the data, programs and procedures stored on these systems and used for processing purposes. Proper data backup means that the measures taken, depending on the data sensitivity, enable the immediate or short-term restoration of the status of systems, data, programs or procedures after an impairment of availability, integrity or consistency due to a damaging incident has been detected. These measures shall include at least ensuring and testing the recoverability of copies of the software, data and procedures in prescribed cycles and generations.

2.7. Data loss: Loss (deletion) of data or loss of integrity and consistency of data.

2.8. Documentation: The public website docs.shopware.com and its Git repository.

2.9. Extensions: Software developments that extend or change the functionality of the shopware software of shopware in a certain way. shopware distinguishes between different types of extensions, namely plug-ins, themes and apps.

2.10. GMV: Gross Merchandise Value. The following principles apply to the calculation of the GMV:

- Returns are included (do not reduce the GMV);

- Discounts are taken into account (reduce the GMV);

- Taxes are not taken into account (calculation with net values); and

- Shipping costs are included.

2.11. Infrastructure: Computing resources that are managed and provided by infrastructure providers for shopware and Customer, including the underlying virtual machines and storages.

2.12. Client: A client is another user that has its own legal personality within a company group of Customer.

2.13. Minimum Contract Term: The period during which ordinary termination (termination without cause by observing the agreed notice period) of a contract is excluded.

2.14. User: The user is the (legal) person that has the right to use the software; as a rule, this is Customer. "Other users": See "client".

2.15. On Premises: License and usage model for shopware software which Customer installs in its own IT environment.

2.16. Open Source Software (OSS): Software, including related materials such as documentation and interfaces, that is distributed with public source code, in particular, without limitation, if the software is licensed or distributed under one of the following licenses or distribution models, or under licenses or distribution models similar to one of the following: (a) GNU General Public License (GPL), Lesser/Library GPL (LGPL), or Free Documentation License; (b) The Artistic License (e. g. PERL); (c) the Mozilla Public License; (d) the Netscape Public License; (e) the Sun Community Source License (SCSL); (f) the Sun Industry Standards License (SISL); (g) the BSD License; (h) the Affero License, and (i) the Apache License.

2.17. PaaS (Platform as a Service): All contracts for shopware Rise, shopware Evolve and shopware Beyond with the PaaS distribution type. This means the rental of infrastructure, services and usually software by granting the use and maintenance of PaaS in a condition fit for use in accordance with the contract for the duration of the contract. Alternatively, this can be a product with which customers can provide their code in cloud environments.

2.18. Partner: shopware Extension Partner, shopware Technology Partner or shopware Integration Partner.

2.19. Partner portal: An area in the shopware account where Partners and customers can enter their company profile and manage their account or purchase or procure products and/or services.

2.20. Patches: General term for bypass, patch, update, upgrade and release/version, including the related documentation. Modification of the software with the aim of solving a specific problem. This can be the elimination of a defect/bug and/or a failure and/or the solution of a task.

2.21. Products: Software, extensions, PaaS and SaaS.

2.22. Source code: Code of a program in the programming language version.

2.23. Response time: Period within which the work for elimination of the defect/bug or failure is to begin. The period begins with the receipt (Zugang) of the failure or defect/bug report within the agreed service times and runs during the agreed service times.

2.24. Travelling expenses: Expenses for travelling to and from the location where the agreed service is to be provided, if this differs from the place of work. As a rule, travelling expenses are not part of the costs for personnel deployment. Expenses may include, for example, fares, accommodation allowance, incidental travelling expenses, etc.

2.25. Release/version: New development stage of the shopware software that differs significantly from the previous release or version in terms of the range of functions and/or data.

2.26. Reporting Extension: An extension provided by shopware for the automatic transmission of the information required to determine the Calculation Factor; namely the "Shopware Commercial" extension (formerly: "License Management Plug-in" or "License Management Plug-in", https://docs.shopware.com/en/shopware-6-en/extensions/shopware-commercial) or the "Shopware GMV Reporting" extension (https://docs.shopware.com/en/shopware-gmv-reporting).

2.27. SaaS (Software as a Service): Means the rental of software, i. e. the provision and maintenance of the software in a condition fit for use in accordance with the contract for the duration of the contract.

2.28. Interface: A (software) interface is a point of contact within a software system that enables the exchange of commands and/or data.

2.29. Self-hosting: See "On Premises".

2.30. SEP: shopware Extension Partner.

2.31. shopware account: The shopware account is the shopware customer account.

2.32. shopware software: The standard software on which the products are based. This means software programs, program modules, tools etc. developed for the needs of a majority of customers in the market and not specifically for Customer, including the related documentation.

2.33. shopware store: An online marketplace operated by shopware, where extensions from partners and shopware are marketed commercially.

2.34. Failure: Deviation of the actual condition from the target condition (in particular, without limitation, of software).

2.35. SIP: shopware Integration Partner.

2.36. STP: shopware Technology Partner.

2.37. Support: Support refers to the problem-solving teams and workflows. Access to the support is granted via a ticket system.

2.38. Ticket system: A ticket system is an IT system that can be used to receive, classify, confirm and process messages, reports and enquiries with the aim of answering or solving problems and to observe and monitor their progress. The ticket system confirms receipt of the message or report.

2.39. Workaround: Temporary bypassing of a defect/bug or failure of the shopware software without intervention in the code (source code or executable code).

2.40. Workaround Solution: Temporary bypassing of a defect/bug and/or failure of the shopware software.

2.41. Updates: See definition of Updates above in Section 2.1.

2.42. Version/release: See "Release/version".

3. Range of services, parts of the contract, warranted qualities and other express warranties (Garantien)

3.1. shopware offers Customer various services. The use of the services is subject to the conclusion of a contract and the creation of a shopware account. The services include in particular, without limitation, the temporary provision of products, the provision of service features for products and the provision of other services. shopware provides all services in accordance with the state of the art recognized and customary in the industry at the time when the contract is concluded.

3.2. The services to be provided by shopware to Customer are set out in the relevant contract. The contract consists of the following parts, which – in the event of conflicts or discrepancies – shall apply in descending order:

- the contract concluded between the parties, where applicable in the form of an offer from shopware accepted by Customer, which shall take precedence over

- the list of features for the relevant service, which shall take precedence over

- the special provisions for certain services in these GTC, which shall take precedence over

- the general provisions for all contracts in these GTC, which shall take precedence over

- the shopware Acceptable Use Policy.

3.3. shopware is entitled to provide all services itself or have them provided by subcontractors.

3.4. shopware is entitled to provide partial services if this is reasonable for Customer.

3.5. shopware is entitled to change the services if the change is reasonable for Customer in consideration of Customer's interests, because Customer is neither worse nor better off as a result or the change does not deviate significantly from the agreed service to the detriment of Customer. Section 17 of these GTC remains unaffected by this.

3.6. The use of the products is subject to Customer meeting the system requirements set out in the relevant service description or documentation. Otherwise, the products cannot be used or can only be used with faults. shopware provides the products with functionalities and interfaces as described on the website, in a shopware store, in the product, in a service description or in these GTC when the contract is concluded. Other than that, Customer is not entitled to a specific design or configuration of the products.

3.7. If, pursuant to the contract, the products have special qualities, this shall be deemed to constitute a mere performance description, not warranted qualities, a warranted condition or a warranted service life. Any warranty of certain qualities as well as any other express warranty requires an express agreement with shopware in written from. Express warranties shall only be deemed agreed if they are explicitly referred to as "express warranty" (Garantie). Other representations of the shopware software in public statements or advertising shall not give rise to any obligations of shopware.

4. shopware account

4.1. The shopware account enables Customer to manage all extensions related to the products as well as its Customer data (such as managing orders, changing addresses and payment methods, checking account balances, downloading invoices) and to make use of the shopware support. By creating a shopware account, Customer agrees to these GTC by consenting to the application of the GTC during the registration process.

4.2. From version Shopware 6 onwards, the use of the shopware account requires the provision of the shopware software as proprietary shopware software in accordance with Section 25 et seq. (Part 3 of these GTC). Alternatively, the use of the Community Edition in accordance with Section 21 et seq. (Part 2 of these GTC) is sufficient if the GMV of the shops linked to the shopware account does not exceed one million euros per contract year (calculated on a net basis according to the GMV definition); the first contract year begins upon registration of the shopware account. If the Customer uses the Community Edition with a higher GMV, this is, contrary to Section 3.1, permitted only as an exception without a shopware account.

4.3. Use of the shopware account necessarily requires the registration of Customer. shopware may refuse the registration of a Customer without giving reasons. By registering, Customer affirms its status as an entrepreneur, a legal entity under public law or a special fund under public law. Customer undertakes to provide the information required for registration completely and truthfully. Registration on behalf of third parties is only permitted with the proper authorization from Customer. shopware is entitled, at its reasonable discretion, to temporarily or permanently block Customer's shopware account, taking into account the legitimate interests of Customer, if the information provided is incomplete or untruthful, or if there is an objectively justified suspicion that the information is incomplete or untruthful, or if there is an objectively justified suspicion of misuse of the shopware account, including any breach of the shopware Acceptable Use Policy. If the information is corrected or the suspicion proves to be unfounded, shopware will lift the block on the account.

4.4. Customer receives password-protected access to the shopware account via the internet. The password is assigned by Customer itself and must be individual, sufficiently long (at least twelve characters) and complex (upper case letters, lower case letters, numbers, special characters). Customer is obliged to keep its access data confidential and protect them from misuse by third parties. Customer shall inform shopware without undue delay (unverzüglich) in the event of actual or suspected loss or misuse of the access data. shopware is entitled to block access until the risk of misuse has been eliminated. Customer is liable for all consequences and damage resulting from the misuse, unless the misuse is not attributable to Customer (nicht zu vertreten haben).

4.5. shopware is entitled to deliver contract-related declarations, including invoices and credit notes, to Customer via Customer's shopware account. Customer is obliged to check its shopware account at least once every working day for new messages from shopware. All messages in the shopware account shall be deemed to have been received (Zugang) on the day after the message was entered there. Customer can set up immediate notification of new messages by e-mail in the shopware account.

5. Remuneration

Unless otherwise stipulated in these GTC or in the contract, the following shall apply:

5.1. The prices are valid for one month from the calendar date of the offer. Remuneration is always net prices plus VAT at the statutory rate. shopware may invoice on a monthly basis, and, in the case of services provided on a permanent basis, in advance at the beginning of each month of use.

5.2. Invoices may be issued by shopware electronically, are due immediately upon receipt (Zugang) and must be paid within one week at the latest without deduction. No discount is granted. In the event of default by Customer, the statutory default interest shall become due. Payments by Customer shall only be deemed to have been made if shopware can dispose of the payment amount without reservation.

5.3. Remuneration on a time and material basis is charged after the services have been rendered, at the shopware prices generally applicable at the time of contract conclusion. Invoices issued on a time and material basis shall be accompanied by suitable proof of performance. Customer may object to the details provided therein in text form (Textform) within two weeks. Upon expiry of the two-week period without an objection being raised by Customer, said proof of performance shall be deemed accepted.

5.4. Travelling time, travelling expenses and accommodation costs are calculated on the basis of the place of business of shopware. Travelling time and travelling expenses are incurred when travelling between shopware's place of business and the relevant location of Customer where the services are provided. Travelling time, travelling expenses and incidental costs as well as other expenses shall be reimbursed in the amount actually incurred, at least in the amount of the flat rates applicable for tax purposes. Travelling time and standby times (e. g. on-site standby times expressly requested by Customer or waiting times not attributable to shopware (nicht zu vertreten haben)) are considered working time.

5.5. Customer shall only be entitled to offset if its counterclaims have become res judicata or have been recognized by shopware or are undisputed; this shall not apply if Customer's counterclaims are claims for defects based on the same contract. Customer shall only be entitled to exercise a right of retention if its counterclaim is based on the same contract.

5.6. If shopware promises Customer a bonus, payment or credit note that is due after expiry of a certain contract term, shopware shall only be obliged to make such payment if Customer has paid all invoices in full and on time by that date.

6. Dates and deadlines

6.1. Dates and deadlines shall only be binding for shopware if shopware has expressly confirmed them as binding in writing. Fixed dates shall only be those dates which shopware has expressly confirmed to Customer as fixed dates in writing.

6.2. In case of doubt, the date of the first provision of the product or service by shopware stated in the order confirmation from shopware shall be used to determine the start and compute the end of deadlines that are related to the term and end of the contract (e. g. minimum contract terms).

6.3. If an unforeseeable, unavoidable impediment to performance occurs which is not attributable to shopware (nicht zu vertreten haben) and which is beyond the control of shopware (including strikes, lockouts and forces of nature such as earthquakes, floods, fires, storms or a pandemic, or a ransomware attack, hacker attack or other cyber incident that is successful despite existing standard precautions, "force majeure" for short), the dates and deadlines affected by this shall be postponed by the duration of the force majeure event, including a reasonable restart phase. shopware shall inform Customer of any such event without undue delay (unverzüglich). If expenses increase due to a failure, shopware may also claim compensation for the additional expenses, unless the failure is also not attributable to Customer (nicht zu vertreten haben).

6.4. If shopware is in default of performance, Customer shall set a reasonable deadline for shopware to duly perform in accordance with the contract. Unless otherwise specified in the contract, this period shall normally be at least three weeks, unless this period is unreasonable for Customer in exceptional cases. Customer is only entitled to withdraw from or terminate the contract if the delay is attributable to shopware (zu vertreten haben) and a reasonable deadline for performance in accordance with the contract has previously been set.

6.5. If Customer has the right to withdraw from the contract or terminate the contract or claim damages in lieu of performance (Schadensersatz statt der Leistung) due to improper performance by shopware, Customer shall, at the request of shopware, declare in writing within the deadline set in accordance with Section 6.4 hereinbefore whether Customer asserts these rights or still desires performance by shopware. In the event of withdrawal from the contract, Customer shall compensate shopware for the value of the use previously made of the products and/or services provided by shopware.

7. Cooperation and provision of materials by Customer

7.1. Customer must provide cooperation and materials as an ancillary contractual obligation.

7.2. In particular, Customer shall provide the following cooperation and materials insofar as this is necessary for shopware to duly perform in accordance with the contract:

7.2.1. Customer shall support shopware and create all reasonable and feasible conditions within its sphere of operation that are necessary for shopware to duly perform in accordance with contract.

7.2.2. Customer shall provide shopware with all necessary information, documents and data in complete and accurate form, free of charge, without being requested to do so and in good time, and shall update these as required. shopware may reasonably assume that these documents, information and data are complete and accurate when providing the products and/or services, unless they are obviously incomplete or inaccurate.

7.2.3. If access by shopware to an IT system of Customer is required for the provision of the services, Customer shall provide shopware with all necessary access authorizations (e. g. user name, password) and all rights required for the provision of the services (e. g. read and write rights to databases and in the admin/backend).

7.2.4. Customer shall ensure that expert personnel are available to support shopware, in particular, without limitation, in the context of the provision of service features or in the event of a failure.

7.2.5. At the request of shopware, Customer shall name a responsible contact person. This person shall be able to make binding decisions for Customer or bring them about without undue delay (unverzüglich) and shall be authorized to make legally binding declarations concerning the contracts.

7.2.6. Customer shall grant shopware the necessary access to its premises and IT systems in compliance with the obligations arising from data protection and confidentiality.

7.2.7. Customer shall be responsible for the proper and at least daily data backup, in particular, without limitation, prior to the installation of shopware software, extensions, patches and updates; this shall not apply if data backup is one of the services to be provided by shopware.

7.2.8. Customer shall take appropriate technical and organizational measures to ensure that the products are used as intended, in compliance with the law and in accordance with the contract. In particular, Customer shall keep all access data for the products carefully and take the necessary measures to prevent their misuse, including unauthorized access to administration access to the products.

7.2.9. Customer must report without undue delay (unverzüglich) any defects/bugs or other errors in writing in a comprehensible and detailed form, stating all information useful for identifying and analyzing the error. In particular, the work steps that led to the occurrence of the error, the way of manifestation of the error and the effects of the error must be specified. When describing, localizing, identifying and reporting errors, Customer shall observe the instructions provided by shopware. Customer is aware that errors may occur due to its system environment. In order to eliminate errors, Customer shall take all reasonable measures within its sphere of control to facilitate the identification of the error and its causes.

7.2.10. Customer shall refrain from all actions that jeopardize or impair the functioning of the products and shall not access data for which Customer is not authorized to do so. Customer shall ensure that the data and content uploaded by it to the products or otherwise used for them do not contain any malware (e. g. viruses, worms, Trojans).

7.3. If Customer does not provide the cooperation or materials owed by it, or does not provide them on time or in full, (a) shopware may submit an offer to Customer to provide the necessary cooperation or materials itself, (b) any binding dates or deadlines agreed with shopware shall lapse and shopware shall be released from its obligation to provide the services for the duration of the delay, if and to the extent that these cannot be provided due to Customer's failure to cooperate or provide materials as agreed in the contract.

7.4. shopware shall be entitled to claim additional compensation for the expenses incurred by it if (a) shopware takes action on the basis of a report without a failure being actually present, unless the unfounded report is not attributable to Customer (nicht zu vertreten haben); or (b) additional expenses are incurred due to the non-provision, late or incomplete provision of the cooperation or materials, unless this is not attributable to Customer (nicht zu vertreten haben).

7.5. Customer undertakes to compensate shopware for any and all damage arising from non-compliance with the obligations under this section and, in addition, to indemnify shopware against any and all claims of third parties, including reasonable costs of legal defense at customary local rates, the reimbursement of which these third parties claim due to Customer's non-compliance with its obligations. This shall not apply if such non-compliance is not attributable to Customer (nicht zu vertreten haben). Any other claims of shopware remain unaffected.

8. shopware Acceptable Use Policy, legally compliant use of the products

8.1. Customer undertakes to comply with the shopware Acceptable Use Policy, which is available at https://www.shopware.com/en/legal/acceptable-use-policy.

8.2. When using the products, Customer must comply with the applicable law and safeguard the rights of third parties.

8.3. In particular, without limitation, Customer shall not

- infringe third-party proprietary rights such as trademarks, copyrights and rights to a name;

- distribute or otherwise disseminate insulting, defamatory, pornographic, youth-endangering, racist, inciting or otherwise criminally relevant content via the products;

- unreasonably harass other Customers or third parties by disregarding data protection or competition law requirements, for example by sending unsolicited advertising (spam) or sexually insinuating or suggestive communication via the products;

- use mechanisms, software or scripts that go beyond the functionalities and interfaces provided with the products, in particular if this causes the services of shopware to be blocked, modified, copied or overwritten and these services are necessary for using the products in accordance with the contract; and

- attempt to impair the products or the security systems used by shopware or the content that can be retrieved with them by data manipulation (Section 303a of the German Criminal Code – Strafgesetzbuch, hereinafter "StGB"), computer sabotage (Section 303b StGB), forgery of data of probative value (Sections 269, 270 StGB), suppression of data of probative value (Section 274 StGB), computer fraud (Section 263a StGB), data espionage (Section 202a StGB), phishing (Section 202b StGB) or other criminal offenses, any such attempts being potentially reported to the competent public prosecutor's office.

8.4. Significant infringements or repeated infringements despite a warning and the granting of a reasonable period to remedy the situation shall entitle shopware to extraordinary termination of the contract for good cause, unless the infringement is not attributable to Customer (nicht zu vertreten haben).

9. License audits, Determination of Usage Volume

9.1. shopware uses functions in the products with which the authorization to use the products can be verified ("license audit" for short).

9.2. For the license audit, information on the use of the products by Customer and on the domain or domains used by Customer for this purpose is transferred to shopware, compared with the data available there and processed for statistical purposes without personal reference. If shopware determines that a product is being used in a way other than agreed in the contract, shopware is entitled (a) to deactivate the use of the product by remote access until the situation is clarified and, if need be, a proper license is obtained, and – if the product is an extension – (b) to pass on the data to any third-party provider of the software.

9.3. shopware is entitled to collect and process data about the relevant usage volume, in particular the GMV achieved by a shop and the number of sales realized by the shop, if this is necessary for invoicing Customer or for the purposes of granting or auditing rights of use (licenses) or other contractual rights.

9.4. The Customer may neither modify the Reporting Extension belonging to the shopware software nor replace its code with another program. The extension is an essential component for license auditing as well as for measuring or verifying contract-compliant usage by shopware.

9.5. For contracts for shopware Rise, shopware Evolve, and shopware Beyond that are concluded, extended, or otherwise updated after March 24, 2025, the Customer is required to install and keep a Reporting Extension active to enable the automatic transmission of the data relevant under Section 9.3. Uninstallation or manipulation of the Reporting Extension is not permitted.

9.6. For shopware Rise, shopware Evolve, and shopware Beyond, the Customer is required to provide shopware with the necessary information regarding the data relevant under Section 9.3 upon request if the Customer has violated its obligations under Section 9.4 or Section 9.5. This particularly applies to information on the GMV achieved or the number of sales made, depending on what is contractually defined as the Calculation Factor. This obligation to provide information also applies to Customers using the Community Edition in accordance with Section 4.2 and Section 21 et seq.

10. Contract term and contract termination

10.1. If a contract has been concluded for an indefinite period, it can be terminated by giving three months' notice to the end of a calendar year, unless otherwise specified in the special provisions of these GTC or in the contract. Such termination is possible for the first time with effect as of the end of the first full calendar year following the year in which the contract was concluded. Termination is excluded during any agreed minimum term.

10.2. In addition, shopware is entitled to terminate a contract in whole or in part by withdrawal or termination on objective grounds. In the case of a contract for the performance of continuing obligations (Dauerschuldverhältnis), shopware is also entitled to terminate the contract by ordinary termination without an objective ground as provided for by these GTC and the contract. An objective ground within the meaning of this paragraph shall be deemed to exist (a) if Customer provides false information regarding its creditworthiness, liquidity or solvency; (b) if a force majeure event lasts longer than six weeks, or (c) in the event of culpable (i. e. intentional or negligent) non-compliance by Customer with its obligations, provided that Customer has previously been granted a reasonable grace period which has expired without the non-compliance being remedied.

10.3. In the case of a contract for the performance of continuing obligations (Dauerschuldverhältnis), the right to extraordinary termination for good cause remains unaffected. Good cause shall be deemed to exist in particular, without limitation, if (a) Customer is in default of payment of the remuneration or more than an insignificant part thereof for two consecutive months, or is in default of payment of the remuneration in an amount equal to the remuneration for two months over a period of more than two months; or (b) any upstream performance by third parties required for the performance by shopware is not provided in whole or in part for reasons not attributable to shopware (nicht zu vertreten haben) and it is neither possible nor reasonable for shopware to provide such upstream performance itself or have it provided by other third parties in good time.

10.4. If Customer is financially unable to fulfil its obligations to shopware, shopware may terminate existing contracts with Customer by withdrawal or, in the case of a contract for the performance of continuing obligations (Dauerschuldverhältnis), by extraordinary termination for good cause, including, without limitation, the case that Customer files a petition in insolvency. Section 321 BGB and Section 112 of the German Insolvency Act (Insolvenzordnung – "InsO") remain unaffected. Customer shall inform shopware in writing in good time of an impending insolvency.

10.5. Notice of termination must be given in writing.

11. Liability for defects

11.1. shopware is liable for defects according to the statutory provisions (statutory warranty), unless otherwise stipulated in these GTC.

11.2. Unless otherwise specified in the contract, defects are classified into the following defect classes:

11.2.1. A defect that prevents operation exists if the use of the relevant service is impossible or severely restricted. A defect that hinders operation exists if the use of the relevant service is considerably restricted. A slight defect exists if the use of the relevant service is possible with slight restrictions. A defect that hinders operation also exists if the slight defects, taken together, lead to a considerable restriction of the use of the relevant service.

11.2.2. shopware assigns a defect to a defect class taking into account the legitimate interests of Customer. If Customer does not agree with this classification, Customer shall be entitled to demand a different classification. If it turns out later that shopware has incurred additional expenses because the classification initially made by shopware was correct, Customer shall bear the additional expenses incurred by shopware. This shall not apply if the incorrect classification is not attributable to Customer (nicht zu vertreten haben).

11.3. shopware warrants that the products and services are free from defects that eliminate or reduce their fitness for the contractually agreed use. An insignificant defect or insignificant reduction in the fitness for use shall be irrelevant. Defects in quality shall be remedied by shopware by way of subsequent fulfilment (Nacherfüllung). For this purpose, shopware shall, at its discretion, either provide Customer with a new, defect-free version of the product or remedy the defect in another way. This is, however, subject to the reproducibility or other detectability of the defect.

11.4. The warranty period is one year and begins when the product is made available to Customer. In the event of intent, gross negligence, fraudulent intent, personal injury, defects of title, express warranties or claims under the German Product Liability Act (Produkthaftungsgesetz), the statutory limitation periods shall apply.

11.5. Customer's claims for defects are excluded if Customer uses the product improperly or for a purpose other than the contractually intended purpose or has made changes or extensions to it, including, without limitation, to the source code or the system environment agreed for the use of the product, and the improper use or change is the cause of the defect that has occurred. Furthermore, initial no-fault liability for defects is excluded if the product is provided on a rental basis.

12. Liability

12.1. shopware shall be liable without limitation for damage resulting from injury to life or limb or health as well as in the event of intent, gross negligence, fraudulent intent or express warranties assumed by shopware.

12.2. If the services are provided against payment and simple negligence (einfache Fahrlässigkeit) occurs in this context, liability shall be limited to cases of non-compliance with obligations the fulfilment of which is indispensable for using the services owed by shopware and on the compliance with which Customer usually relies or is reasonably allowed to rely ("essential contractual obligations" for short). However, liability for non-compliance with an essential contractual obligation shall be limited to the foreseeable damage typically related to the contract. The parties hereby agree that twice the annual remuneration of Customer, but at least EUR 50,000.00 per calendar year, shall represent the foreseeable damage typically related to the contract. In the case of services provided free of charge, including the provision of free trial installations or demonstration versions, any further liability for simple negligence shall be excluded. In addition, claims for loss of profit shall be excluded in cases of simple negligence.

12.3. shopware shall only be liable for the loss of data in accordance with the foregoing paragraphs if such a loss could also not have been prevented by the data backup measures that were to be taken but omitted by Customer. In this case, liability shall be limited to the expenditure required to restore the data.

12.4. The limitations of liability set out above shall also apply mutatis mutandis in favor of the vicarious agents of shopware and other persons engaged by shopware in the fulfilment of its obligations (Erfüllungsgehilfen), the executive bodies (Organe) and representatives of shopware.

12.5. Claims under the German Product Liability Act, where applicable, remain unaffected.

13. Infringement of proprietary rights

13.1. If a third party asserts claims against Customer due to the infringement of proprietary rights (including, without limitation, trademarks, designs, patents, copyrights) by the products of shopware, shopware shall indemnify Customer against these third-party claims. Customer shall notify shopware of any assertion of such claims without undue delay (unverzüglich).

13.2. shopware shall be entitled, at its own expense, (a) to modify the product in such a way that the proprietary right infringement no longer exists, but the agreed services continue to be provided by shopware essentially unchanged, or (b) to acquire the rights necessary for the unchanged further use of the product. If the infringement of proprietary rights can be remedied by installing a patch or update, Customer shall be obliged to do so, unless this is not possible or reasonable for Customer because the new version differs significantly from the previous version or Customer would incur considerable expenses for putting the new version into operation.

13.3. Without the express written consent of shopware, Customer shall not make any declarations to third parties regarding the infringement of proprietary rights, in particular, without limitation, Customer shall not acknowledge any rights or facts or otherwise assume any liability. To the extent legally and procedurally possible, Customer shall leave the dispute with the third party to shopware out of court and in court, and shall otherwise conduct the dispute exclusively in mutual agreement with shopware. shopware shall bear any reasonable costs of legal defense at customary local rates incurred by Customer as a result thereof.

13.4. If Customer ceases use of the product in order to mitigate damage or for other important reasons, Customer shall expressly point out to the third party that the cessation of use does not constitute an acknowledgement of the alleged infringement of proprietary rights.

13.5. This section shall not apply if the infringement of proprietary rights is attributable to Customer itself (zu vertreten haben).

13.6. Any further claims of Customer remain unaffected.

14. Data protection, confidentiality, reservation of rights and rights to feedback

14.1. shopware and Customer undertake to comply with the applicable data protection law when processing personal data. In particular, they shall oblige their employees to maintain the confidentiality of personal data. If the services to be provided by shopware constitute commissioned data processing on Customer's behalf, Customer shall conclude with shopware the data processing agreement, which is available at https://www.shopware.com/en/privacy/dpa, as required by Art. 28 GDPR. In the event of objections regarding the processing of Customer's personal data, the data processing agreement shall take precedence over the contract.

14.2. Customer and shopware are obliged to treat all business secrets to which they become privy in connection with a contract confidentially, in particular not to disclose or pass them on to third parties or to use or exploit them for purposes other than those related to the contract. To this end, Customer and shopware shall each establish confidentiality measures appropriate to the respective circumstances, in favor of the respective other party.

14.3. shopware reserves the property rights and copyrights to illustrations, drawings, calculations and other documents. This also applies to documents that shopware designates as "business secrets." Such documents may only be disclosed or passed on to third parties with the prior, express and written consent of shopware.

14.4. shopware shall receive from Customer the exclusive rights to use to any feedback from Customer in connection with Customer's use of the products, for all known and unknown types of use and exploitation, unlimited in terms of territory and temporal validity and unlimited in terms of the scope of use. No remuneration shall be owed by shopware for such a transfer of rights; Sections 32a, 32c of the German Copyright Act (Urheberrechtsgesetz – "UrhG") remain unaffected. Customer shall ensure that it is also entitled to transfer these rights in the name of and with binding effect for its employees and other users of the products.

14.5. shopware shall receive the exclusive rights to exploit and use the work results created through the use of the products, which do not allow any conclusions to be drawn about Customer or its contents, as well as other information concerning the use of the products other than Customer's business secrets, as soon as such results and information are generated. shopware shall insofar not be subject to any restrictions regarding also the commercial use of such work results for its own purposes and for the purposes of third parties (e. g. benchmarking, quality improvement). The provisions on data protection and confidentiality remain unaffected.

15. Products and open-source software

The products may contain third-party open-source software. In deviation from these GTC, Customer shall only receive the rights to use this open-source software that are specified in the license conditions applicable to the open-source software. At the request of Customer, shopware shall inform Customer which open-source software is contained in the respective product and which license conditions apply, if this is not already apparent from the documentation belonging to the relevant product.

16. Naming Customer as a reference

shopware is allowed to include the name of Customer and a brief description of the services provided for Customer in a reference list. All other references to Customer, e. g. in specific advertising measures of shopware, require a separate agreement in the respective contract or the prior consent of Customer.

17. Changes to these GTC or the contract

17.1. shopware is entitled to change or amend these GTC and the contract at any time.

17.2. In the case of current contracts, the changes or amendments shall become effective when Customer (a) accepts the change or amendment, or (b) Customer does not object to the change or amendment in writing within one month of receipt (Zugang) of a written change/amendment notification and shopware has informed Customer in this notification of its right of objection and the deadline to be observed for this ("fictitious consent" for short). If Customer objects to the change or amendment, the contract and the GTC shall continue to apply unchanged. shopware is, however, entitled to terminate the contract extraordinarily for good cause in writing within two weeks of receipt (Zugang) of the objection, observing a notice period of one month to the end of the following month.

17.3. Changes and amendments that (a) relate to the main performance obligations of one of the parties or the remuneration; (b) with regard to their effect, are equivalent to the conclusion of a new contract; or (c) significantly change the proportion between performance and consideration for the benefit of shopware are excluded from acceptance by way of fictitious consent. By way of exception, the fictitious consent shall also apply in the aforementioned cases if the changes or amendments are made in order to (a) restore the conformity of the GTC and the contract with a changed legal situation because a provision no longer conforms to the legal situation due to a change in laws, including in legal acts of the EU; or (b) replace provisions that are no longer applicable following a res judicata decision by a court or authority.

17.4. shopware procures upstream products or services that are essential for the provision of products or services to Customer from third parties. This may result in shopware having to make changes during the term of the contract that exceed the scope set out in Section 17.3 . However, such changes are only permitted for implementation by way of fictitious consent if they are necessary because either an upstream supplier has made changes to the upstream products or services procured from it by shopware which cannot be reasonably represented to Customer without the relevant change, or because shopware, without implementing the change, can no longer provide the products or services in accordance with the recognized requirements of data protection or information security. This aspect must be assessed and taken into account by Customer when concluding the contract and using the software.

18. Assignment of rights

18.1. Customer may only assign rights arising from the contract with the prior, express and written consent of shopware. shopware shall only refuse consent on objective grounds. A transfer of the entire contract by Customer shall always require the prior, written and express consent of shopware.

18.2. shopware is entitled to transfer the contracts concluded with Customer or individual rights thereunder to third parties. If the third party is a company affiliated with shopware within the meaning of Sections 15 ff. of the German Stock Corporation Act (Aktiengesetz – "AktG"), the transfer shall also be effective without Customer's consent. Otherwise, shopware shall inform Customer of the intended transfer in writing in good time. If Customer objects to the transfer in writing, the transfer shall not become effective. In this case, shopware shall be entitled to extraordinary termination of the contract for good cause, effective as of the date of the intended transfer.

19. Export control, cross-border deliveries

19.1. Customer shall be solely responsible for complying with the import and export regulations applicable to the products and services, including, without limitation, those of the USA.

19.2. In the case of cross-border deliveries or services, Customer shall bear any customs duties, fees, taxes and other charges incurred. Customer shall be solely responsible for handling statutory or regulatory procedures in connection with cross-border deliveries or services.

19.3. At the legitimate request of shopware, Customer shall provide appropriate declarations and evidence of compliance with Section 19.1 above. If Customer fails to do so within a reasonable period of time or to the extent necessary for verification by shopware, shopware shall be entitled to extraordinary termination of the contracts affected by this for good cause.

20. Final provisions

20.1. shopware shall comply with the statutory obligations to pay the minimum wage in accordance with the applicable national law and, if necessary, enforce them against subcontractors. At the legitimate request of Customer, shopware shall provide evidence of this by submitting appropriate documents. shopware shall indemnify Customer against any and all claims asserted against Customer for non-compliance by shopware with the statutory obligations to pay the minimum wage.

20.2. No oral side agreements to the contract have been made. Conclusion of the contract as well as any changes or amendments to the contract shall be made in writing. This shall also apply to the cancellation or waiver of this form requirement. The precedence of individual agreements remains unaffected by this.

20.3. The invalidity of individual provisions shall not affect the validity of the remaining provisions. In this case, shopware and Customer shall agree on a new valid provision that is as close as possible to the economic purpose of the invalid provision. This shall apply accordingly in the event of an unforeseen gap in the contract.

20.4. German law shall apply, subject to the exclusion of the UN Sales Law (Vienna UN Convention of 11 April 1980 on Contracts for the International Sale of Goods, CISG) and the conflict of laws rules; Art. 3 (3), (4) Rome I Regulation remains unaffected.

20.5. If Customer is a merchant (Kaufmann), a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction (also internationally) for all legal disputes arising from or in connection with a contract shall be the place of business of shopware. This shall not apply if a different exclusive place of jurisdiction is prescribed by law.

Part 2: Special provisions for the provision of free software (Community Edition)

21. Subject matter of the contract, no service features

21.1. The Community Edition is provided free of charge by way of donation.

21.2. shopware does not offer or provide any service features or other support for the Community Edition.

22. License conditions

22.1. As of Shopware 6, the license conditions of MIT apply to the Community Edition and must be observed by Customer. The MIT license conditions are available at https://opensource.org/licenses/MIT. Up to and including Shopware 5, the license conditions of AGPLv3 apply to the software in the Community Edition as well as the license conditions of MIT with regard to the standard theme. These must be observed by Customer. The AGPLv3 license conditions are available at https://www.gnu.org/licenses/agpl-3.0.de.html.

22.2. shopware grants Customer the right to use the Community Edition within the scope and limits of the license and in addition in compliance with these GTC. The aforementioned license conditions are not restricted or amended by these GTC. Rights to separately procured extensions resulting from their license conditions are also not restricted. No further rights are granted.

22.3. Any use of the Community Edition contrary to these license conditions shall immediately terminate the right to use the Community Edition.

23. Mention as a reference

Customer grants shopware the right to name Customer as a reference customer for the use of the Community Edition and to use Customer's word and figurative marks for advertising purposes.

24. Liability

For Customers in Germany, the following shall apply in addition to Sections 15 to 17 AGPLv3 and to MIT: Provision of the software in the Community Edition is free of charge. Sections 11 and 12 of these GTC apply.

Part 3: Special provisions for the provision of proprietary shopware software

25. Subject matter of the contract

25.1. If the shopware software is not acquired by Customer in the Community Edition, but for a fee, it shall be provided as proprietary shopware software in accordance with these special provisions and the contract in a condition fit for use in accordance with the contract. Under no circumstances shall Customer use the shopware software to directly or indirectly develop or improve a comparable product itself or through third parties.

25.2. The use of the shopware software may, pursuant to the license conditions of third-party software used autonomously by Customer, result in Customer having to acquire further or other rights to use the third-party software from its respective provider. This shall be the sole responsibility of Customer.

25.3. For contracts that are concluded, extended, or otherwise updated after March 24, 2025, the agreement on the provision of data for the purpose of developing measures in the area of e-commerce, which is available at https://www.shopware.com/en/data-use-details/, shall simultaneously come into effect between the Customer and shopware upon contract conclusion. The agreement can be terminated at any time without giving reasons and without observing a notice period. The termination may be declared in text form (Textform) or implicitly by deactivation of the data exchange by one of the parties.

26. Subject of performance

26.1. The condition of the shopware software is determined by the product description/documentation published at the time of contract conclusion at

https://docs.shopware.com/en/shopware-6-en/features/shopware-rise; https://docs.shopware.com/en/shopware-6-en/features/shopware-evolve; or https://docs.shopware.com/en/shopware-6-en/features/shopware-beyond.

26.2. The documentation for the shopware software is provided "as is" on the internet for retrieval at https://docs.shopware.com/en. shopware is only obliged to provide other documentation if expressly agreed between the parties in writing.

26.3. shopware warrants that the shopware software will be checked for malware at appropriate intervals using an up-to-date, commercially available application, before it is made generally available on the internet.

27. Rights of use

27.1. shopware grants Customer a simple, non-exclusive right to use the shopware software, including the related source codes, which – subject to agreement to the contrary – is non-transferable to third parties and which, in the case of rental, is limited to the term of the contract and, in all other cases, temporally unlimited, whereby the following provisions are to be observed.

27.2. The shopware software is provided to Customer exclusively for the intended use. The scope of the intended use is determined by these GTC and the contract. Customer may change, extend and adapt the shopware software for its own business purpose within the limits of the granted rights of use, if this is necessary to establish the interoperability of the shopware software with other programs. The source code may only be used to develop extensions, changes or adaptations to the shopware software as described above. Customer is not permitted to create independent applications of its own or third-party applications based on the source code or using parts thereof.

27.3. Unless expressly permitted in writing, Customer is not allowed to pass on the shopware software to third parties for use or sub-license or otherwise transfer it to third parties, irrespective of whether this is done free of charge or for a fee. Companies affiliated with Customer (within the meaning of Section 15 of the German Stock Corporation Act (AktG)) may only use the shopware software after conclusion of the supplementary agreement "Declaration on Corporate Affiliation" or if Customer's rights and this contract are transferred in full to a third party with the prior written consent of shopware.

27.4. The shopware software may only be used for Customer as the sole user. Rights of use for other users (clients) must be purchased separately in advance for a separate fee.

27.5. Customer may reproduce the shopware software if and to the extent this is necessary for the intended use. This includes, but is not limited to, the installation of the shopware software on the server or duplication for backup purposes. Customer is allowed to make backup copies as part of appropriate data backups, which must be labelled as such. Further reproductions or duplications, including the printing of the program code, are not permitted.

27.6. Customer shall not remove any copyright notices contained in the source code and may only use the shopware software under the "shopware" brand. Use under another brand or as a "white label" is prohibited.

27.7. If Customer culpably (i. e. intentionally or negligently) infringes the rights of use or other proprietary rights of shopware seriously or repeatedly despite a warning and the granting of a reasonable period of time to remedy the situation, shopware may terminate the rights to use the shopware software concerned extraordinarily for good cause. If shopware exercises this right, Customer is obliged to delete the shopware software, including the documentation and all copies, or to return it to shopware. At the request of shopware, Customer shall furnish proof of the deletion by submitting suitable documents.

27.8. In the event that Customer culpably (i. e. intentionally or negligently) infringes the rights of use, a claim for damages shall arise for the duration of the unauthorized use in the same amount as the remuneration to be paid for the relevant period, without a new right of use being established thereby. Further claims for damages remain unaffected.

27.9. The statutory rights of Customer under Sections 69d, 69e of the German Copyright Act (UrhG) remain unaffected.

28. Provision of updates

28.1. Updates may also serve to adapt the shopware software to changed legal or technical requirements. The provision of new generations of the shopware software (e. g. a Shopware 6 after a Shopware 5) is not covered by updates, unless the contract with Customer or these GTC provide otherwise by way of exception.

28.2. If Customer has purchased the shopware software, the provision of updates other than for the purposes of defect remedy during the warranty period requires the conclusion of a contract for service features. If Customer has rented the shopware software, the provision of updates to maintain the shopware software in the contractually agreed condition is free of charge and, for purposes other than that, also requires the conclusion of a contract for service features.

28.3. shopware provides Updates by making them available on a server accessible via the internet. Customer shall be responsible for keeping itself informed about available Updates. shopware is not obliged under this contract to install Patches or Updates or to provide support and consulting services. Such services can be procured from shopware under a separate contract.

28.4. shopware will make Updates available to Customer when they are ready for use and have been tested by shopware. Customer is not entitled to the provision of Updates on specific dates or within specific periods. Customer's claims arising from liability for defects or express warranties remain unaffected.

28.5. Customer is aware that Updates can only be tested for standard installations. In particular, no side effects can be tested that have been implemented by modifying extensions or manually changing configuration files bypassing the mechanisms provided by the shopware software. Any warranty that a particular Update will leave the functionality of the shopware software or an extension unchanged in every situation is expressly excluded.

28.6. With the installation of an Update, Customer receives the same rights of use to the Update as to the product itself for which the Update was installed. The rights to use the previous version expire with the installation of the Update, if and to the extent that the Update replaces the previous version.

29. Information security

29.1. Obligations of Customer in the case of self-hosting (On Premises)

Ensuring the information security of Customer's system environment is Customer's responsibility. For this purpose, Customer shall maintain an IT contingency plan appropriate to its system environment.

Customer must ensure confidentiality, availability, authenticity, access control, integrity and nonrepudiation within its system environment prior to any support measure if the support measure involves risks for the shopware software or the product. For this purpose, Customer should maintain a test system and a separate live system so that support measures can be carried out exclusively on the test system. If Customer wishes access to the live system, Customer must generate a proper and verified data backup immediately beforehand, irrespective of the other data backups. If such a data backup has not been generated, Customer shall bear the risks arising when accessing the live system.

29.2. Obligations of Customer in the case of SaaS/PaaS

shopware is responsible for information security as regards the underlying infrastructure of SaaS/PaaS. Notwithstanding this, Customer is responsible for the configuration carried out by it, including, without limitation, the access and user management and content not originating from shopware or the shopware store. In the case of PaaS, Customer itself is responsible for the installation of updates. In the case of SaaS, Updates are carried out automatically by shopware.

30. Special provisions for the purchase of shopware software (for old contracts before 31 December 2023)

30.1. In exceptional cases, Customer is entitled to transfer the rights of use to a third party provided that Customer imposes its obligations under these GTC and the contract on the third party to the full extent. Customer's rights of use shall expire with the transfer. All existing copies of the shopware software must be deleted or returned to shopware.

30.2. If Customer culpably (i. e. intentionally or negligently) infringes the rights of use or other proprietary rights of shopware seriously or repeatedly despite a warning and the granting of a reasonable period of time to remedy the situation, shopware may terminate the rights to use the shopware software concerned extraordinarily for good cause. If shopware exercises this right, Customer is obliged to delete the shopware software, including the documentation and all copies, or to return it to shopware. At the request of shopware, Customer shall furnish proof of the deletion by submitting suitable documents.

30.3. The remuneration agreed for the purchase of the shopware software is due upon conclusion of the contract.

30.4. shopware's liability for defects is limited to the latest version of the shopware software put into operation by Customer. Customer is obliged to put any version of the shopware software that eliminates or prevents the defect into operation at its own expense. This shall only not apply if this is not possible or reasonable for Customer because the new version differs significantly from the previous version or if Customer would incur considerable expenses for putting the new version into operation. If Customer does not accept a new version for this reason, the rights arising from these GTC and the contract shall remain unaffected.

30.5. If a new version of the shopware software provided to Customer contains more functionalities or more features than the contractually owed version ("additional performance" for short), Customer shall only be obliged to pay remuneration for this if Customer intends to use the additional performance. There is no obligation for Customer to do so.

31. Special provisions for the rental of shopware software

31.1. The duration of the provision of the shopware software corresponds to the term of the contract.

31.2. In the case of provision of shopware Rise, shopware Evolve or shopware Beyond, the minimum term of the contract shall be initially 24 months, unless otherwise specified in the contract, and shall be extended by a further twelve months at a time unless the contractual relationship is terminated in writing by giving three months' notice to the end of a term. The date of receipt (Zugang) of the notice of termination by the other party shall be decisive. A tacit extension of the contract through continued use in accordance with Section 545 sentence 1 of the German Civil Code (BGB) is excluded.

32. Remuneration

32.1. The remuneration is based on the Calculation Factor specified in the contract.

32.2. Compliance with the Calculation Factor is reviewed once a year. If the Calculation Factor is exceeded by more than 5%, the remuneration will be adjusted for the future. No subsequent payments will be claimed.

32.3. The remuneration is invoiced as specified in the contract. If not expressly stated in the contract, invoicing shall be monthly. If the remuneration is invoiced monthly, a surcharge of 5% is payable for the monthly payment.

32.4. shopware is entitled to increase the remuneration by a maximum of 10% once per calendar year after expiry of the minimum contract term, subject to four months' prior notice, unless otherwise specified in the contract.

Part 4: Special provisions for Software as a Service (SaaS)

33. Subject matter of the contract, subject of performance

33.1. If required, shopware makes the shopware software available to Customer in the cloud as a SaaS solution hosted by shopware.

33.2. shopware makes the shopware software available to Customer as SaaS including the related documentation and with the functionalities and service levels specified in the service description at https://docs.shopware.com/en/shopware-6-en/saas in the form of various plans by way of rental.

33.3. shopware endeavours to maintain SaaS permanently (24 hours a day, 365 days a year). The infrastructure is designed for 99% annual availability. This excludes routine, necessary and planned maintenance and repair measures (no more than a total of eight hours per month). As far as possible, necessary maintenance and repair measures are announced in good time at https://status.shopware.com. shopware does not owe uninterrupted availability of SaaS at all times.

33.4. With SaaS, shopware relies on the principle of "self-service" to make the use of SaaS as simple as possible. Supplementary support services are therefore available to assist Customer in accordance with the service description. The scope of the support depends on the plan selected in each case. Other than that, Customer is not entitled to a specific design or configuration of SaaS.

34. Use of and changes to SaaS

34.1. SaaS may include interaction with third-party cloud solutions or applications ("third-party products" for short). The use of third-party products, including the requirements necessary for the use of third-party products together with SaaS, are the responsibility of Customer. This includes, without limitation, the conclusion of contracts with the providers of third-party products and the use or installation of third-party products in accordance with the contract concluded with the respective provider. shopware is not involved in these contracts and is not responsible for the performance owed by the providers of third-party products.

34.2. SaaS is accessed via the internet. Customer is responsible for ensuring internet access and the availability of standard hardware (e. g. router, smart devices) or software (e. g. browser) which may be required at Customer's premises to access SaaS. SaaS is provided to Customer exclusively as a solution that can be used in the browser or controlled via interfaces (APIs).

34.3. shopware expressly reserves the right to change SaaS in whole or in part at any time at its reasonable discretion, taking into account the interests of Customer, provided that the changes do not affect essential contractual obligations. shopware shall notify Customer of such changes in writing in good time.

35. Extensions to SaaS

35.1. shopware provides various extensions to SaaS with system requirements, functionalities and interfaces, as described in the shopware software, in a shopware store, in a service description, in these GTC or in the contract upon conclusion of the contract with Customer.

35.2. Customer is not entitled to the provision of extensions on specific dates or within specific periods.

35.3. If Customer develops its own extensions to SaaS itself or through third parties, Customer shall be responsible for their functionality and any failures caused by them in SaaS, unless the failure is exclusively or predominantly attributable to shopware (zu vertreten haben). Customer must keep these extensions compatible with new shopware software versions.

36. Rights to use SaaS

Customer is granted a right to use SaaS for its own business purposes in accordance with the intended use of SaaS, which right is limited to the contract term, unlimited in terms of territory and, in terms of scope, limited to the use of the services provided with SaaS. For extensions, the rights of use applicable to proprietary shopware software apply accordingly.

37. Customer's obligations in the case of SaaS and liability for content

37.1. Customer must take appropriate precautions to prevent the loss of its content in SaaS. Customer shall not use configuration options in SaaS that are not documented but are accessible to Customer. Customer is responsible for complying with the statutory provisions regarding the content posted by the user in SaaS. If Customer fails to comply with its obligations despite a corresponding request by shopware and despite the granting of a reasonable grace period, shopware shall be entitled to extraordinary termination of the contract for good cause. Any other rights and claims of shopware remain unaffected.

37.2. By providing SaaS, shopware merely provides the technical and organizational platform for the content that Customer enters into cloud solutions. This content is third-party content for shopware. If, in exceptional cases, shopware provides its own content via SaaS, this content is expressly labelled as such. Third-party content is merely stored by shopware and, as the case may be, processed automatically in connection with the services available via SaaS. shopware has no knowledge of the third-party content. There is no selection of third-party content or any other control by shopware. Nor does shopware supervise Customer or issue instructions to Customer. shopware does not adopt third-party content as its own by providing SaaS. Customer is solely responsible for third-party content. Links or functionalities in SaaS may be used to access or integrate websites or third-party products that are not operated by shopware. Such links or functionalities are clearly marked, recognizable by a change in the address line of the browser or a change in the user interface. shopware accepts no responsibility or liability for such websites and third-party products. The liability for defects remains unaffected by this.

38. Remuneration for SaaS

38.1. The remuneration payable for SaaS is stated in the contract.

38.2. Invoicing of volume- or sales-related remuneration is carried out monthly in arrears.

39. Procedure for terminating SaaS

shopware will block access to SaaS upon termination of the contract. At Customer's request, shopware will, at its reasonable discretion, make Customer's content from SaaS available to Customer as an export within one month of the end of the contract or grant Customer the opportunity to export its content from SaaS. Thereafter, shopware shall be entitled to completely delete the access as well as all user IDs and content contained in SaaS. Further support services in connection with the termination of the contract shall only be provided by shopware on the basis of a separate written agreement.

40. Special provisions for PaaS

For PaaS contracts that are concluded, extended, or otherwise updated after March 24, 2025, the PaaS supplementary agreement available at https://www.shopware.com/en/legal/paas-sla applies in addition.

Part 5: Special provisions for service features

41. Subject matter of the contract

41.1. shopware provides services features for the shopware software as services as agreed in the contract and through duly qualified persons. The persons entrusted therewith are selected by shopware. Customer is not entitled to provision of the service features by specific persons. shopware determines the way in which the service features are provided.

41.2. If the contract includes a certain contingent of consulting services, these are offered on both technical and business topics. The contingent is measured in days, with one day corresponding to eight hours of working time including breaks and travelling. The contingent must be used within one year; unused consulting days expire at the end of the year.

42. Cooperation and provision of materials by Customer

In the case of service features, Customer owes the following special cooperation and provision of materials:

42.1. Defects or other failures must be reported via the shopware ticket system or, if agreed, via the telephone number provided for this purpose.

42.2. Upon request, Customer shall inform shopware of the system environment. Customer shall inform shopware in good time of any changes to this system environment and the affected product, if and to the extent that these affect the services provided by shopware.

42.3. Customer shall grant shopware on-site access to its IT systems during its regular business hours as required for the provision of the service features, and also outside of business hours if the failure needs to be remedied urgently.

42.4. The service features are provided by shopware for the respective current version of the product. Customer must therefore keep the product up to date and, in particular, install Updates.

42.5. For shopware Rise, shopware Evolve and shopware Beyond, it is sufficient that the version used by Customer is supported at the time the service is provided. Whether a version is supported can be seen from the release calendar of the shopware Release Policy (available at https://developer.shopware.com/release-notes). The versions labelled "Maintained version", "Extended support" or "Security fixes only" are supported. shopware is entitled to change the supported version at any time at its reasonable discretion, taking into account the legitimate interests of Customer, or to completely discontinue support for older versions of the product.

42.6. If Customer uses an unsupported version, the service features cannot be used until the version is updated, unless Customer has rightfully abstained from putting an update into operation in accordance with these GTC or the contract. In the case of SaaS, shopware is responsible for the updates and carries them out independently under the booked plan. The service features shall only be provided by shopware if Customer uses the product in a system environment that conforms to the contract specifications and also otherwise as intended.

43. Service Level Agreements

Customer and shopware may specify in a Service Level Agreement the times within which and, if applicable, the other quantitative or qualitative parameters with which the service features are to be provided. If it is stipulated therein within which response time shopware is to react in the event of a failure, this shall apply only on the condition that the failure has been duly reported by Customer as provided for in the contract. For shopware Rise, shopware Evolve or shopware Beyond, the service levels are specified in the service description at https://docs.shopware.com/en/shopware-6-en/features.

44. Remuneration for service features

44.1. If a flat rate is agreed in the contract, this shall cover all service features included in the flat rate. The flat rate is calculated according to the scope of use specified in the contract. The obligation to pay remuneration begins upon provision of the product.

44.2. If a certain contingent is agreed in the contract, Customer shall not incur any costs in excess of this contingent for remote consulting. In the case of on-site consulting, Customer is obliged to additionally reimburse the travelling expenses in accordance with section 5.4 hereof, irrespective of any contingent agreed in the contract.

45. Faulty provision of service features

45.1. If a service feature is not provided in accordance with the contract and this is attributable to shopware (zu vertreten haben), shopware shall be obliged to duly provide the service feature in accordance with the contract within a reasonable period of time at no additional cost to Customer. This shall be subject to the condition that Customer has reported the faulty provision without undue delay (unverzüglich), at the latest within two weeks of becoming aware of it.

45.2. If shopware fails to provide the service features in accordance with the contract in whole or for the most part within a reasonable period of time for reasons attributable to shopware (zu vertreten haben), Customer shall be entitled to extraordinary termination of the contract for good cause with regard to this very service feature. If the failure to provide the service feature in accordance with the contract implies that Customer cannot reasonably be expected to continue the contract, taking into account all circumstances of the individual case and weighing up the interests of both parties, Customer may extraordinarily terminate the contract for service features as a whole for good cause.

46. Consultancy services to third parties

If Customer commissions a third party (e. g. an agency) with the creation of its shop or the provision of other services in connection with the contract, this third party shall be entitled to use any contingent of consulting services for Customer, subject to any written instructions from Customer to the contrary.

Part 6: Special provisions for other services

47. Subject matter of the contract

47.1. The type, scope and subject matter of the services to be provided by shopware are specified in the contract. Customer shall always bear responsibility for the project and its success. shopware shall not owe any work performance to bring about a particular result (werkvertragliche Leistungen).

47.2. shopware provides services through duly qualified persons. The persons entrusted therewith are selected by shopware. Customer is not entitled to provision of the services by specific persons. shopware determines the way in which the services are provided.

48. Collaboration between shopware and Customer

48.1. shopware and Customer shall each appoint a contact person. Customer shall communicate its requirements regarding the services to be provided exclusively to the contact person named by shopware and shall not issue any instructions to the other persons deployed by shopware.

48.2. The persons deployed by shopware shall not be deemed to enter into an employment relationship with Customer, even if they provide services on Customer's premises. Customer shall ensure that the persons deployed by shopware are not integrated into Customer's operational processes.

49. Faulty provision of other services

49.1. If a service is not provided in accordance with the contract and this is attributable to shopware (zu vertreten haben), shopware shall be obliged to duly provide the service in accordance with the contract within a reasonable period of time at no additional cost to Customer. This shall be subject to the condition that Customer has reported the faulty provision without undue delay (unverzüglich), at the latest within two weeks of becoming aware of it.

49.2. If shopware fails to provide the service in accordance with the contract in whole or for the most part within a reasonable period of time for reasons attributable to shopware (zu vertreten haben), Customer shall be entitled to extraordinary termination of the contract for good cause with regard to this specific service. If the failure to provide the service in accordance with the contract implies that Customer cannot reasonably be expected to continue the contract, taking into account all circumstances of the individual case and weighing up the interests of both parties, Customer may extraordinarily terminate the contract for services as a whole for good cause.

50. Changes to the services

50.1. After conclusion of the contract, Customer may request changes to the scope of services from shopware in return for payment ("change request" for short). There is no entitlement to implementation of the change request.

50.2. shopware shall review change requests within three weeks and inform Customer whether the change request can be implemented in principle and whether a comprehensive review of the change request is required before its implementation. If a comprehensive review of the change request is required, shopware shall at the same time submit an offer for the review, also stating the details of remuneration. Customer shall issue the order for review or reject the offer within two weeks. If a comprehensive review of the change request is not required, shopware shall either submit an offer for implementation of the change request, stating the period for completion, planned deadlines and effects on the remuneration, or agree with Customer on the details of implementation of the change request. Customer shall accept or reject the implementation offer within two weeks.

50.3. Customer and shopware may agree that the services affected by the change request shall be suspended until the contract has been adapted. shopware may demand the agreed remuneration or a reasonable increase in an agreed fixed price for the duration of the suspension, unless shopware deploys the persons affected by the suspension elsewhere or maliciously fails to do so.

50.4. If the change request is not implemented, the services shall continue unchanged on the basis of the contract. The period for performance shall be extended by the duration of the processing of the change request.

Part 7: Special provisions for shopware stores and extensions

51. shopware stores for software providers

51.1. shopware offers Customer the opportunity to offer self-developed extensions for the Community Edition and proprietary editions of the shopware software for rent or free of charge for download via shopware stores. For the purposes thereof, Customer is referred to as "Software Provider" (SEP or STP).

51.2. All further provisions governing the use of the shopware stores by the Software Provider are laid down in a separate contract. Once this contract has been concluded in writing, the Software Provider shall be approved and activated by shopware for the provision of extensions.

52. shopware stores and provision of extensions

shopware offers Customer the opportunity to rent extensions for the shopware software via the shopware stores or to use them free of charge, which have been developed and created by shopware itself or by third parties.

53. Procurement of extensions

53.1. The contract for the rental or free procurement of extensions in a shopware store is concluded between shopware and Customer when the extension is ordered in the shopware store.

53.2. The rental contract is concluded for a minimum contract term of one month or twelve months, depending on the offer in the shopware store and Customer's choice. After expiry of the minimum contract term, the contract shall be extended by one month at a time. The contract term begins on the day the extension is ordered in the shopware store. Termination is possible at any time, effective as of the end of the contract term. Months of use that have already begun are always invoiced in full. No credit is granted for rents already paid or accrued for the remainder of the contract term. The right to extraordinary termination for good cause remains unaffected. Good cause shall be deemed to exist for shopware in particular, without limitation, if Customer culpably (i. e. intentionally or negligently) and seriously violates the terms of use agreed for the extension and set out in the shopware store or the proprietary rights of the rights holder.

53.3. Upon termination of the rental contract, Customer shall uninstall and delete the extension in the shopware 6 administration or in the shopware 5 backend. If the extension is not properly uninstalled and deleted after the end of the contract term, but continues to be used, a claim for damages shall become due for the duration of the unauthorized use in the same amount as the previously paid rent, without a new right of use being established thereby. In addition, a surcharge for the unauthorized use in the same amount as the previously paid rent shall become due.

53.4. Extensions are installed and put into operation by Customer. Customer is only authorized to update the extensions if Customer has rented the extension or if the extension is offered free of charge. Support for extensions – if offered – is provided exclusively by the Software Provider. If shopware itself is the Software Provider, support and updates for the extension shall be provided in accordance with the respective contract concluded with Customer. Users of the Community Edition are not eligible for support or updates from shopware, even for extensions from the shopware stores that are subject to a charge. Customer's claims arising from statutory liability for defects or express warranties remain unaffected, subject to these GTC.

53.5. shopware is not obliged to check the extensions offered in the shopware stores for their functionality, properties described in the offer or infringements of third-party rights. Compatibility issues must be clarified by Customer directly with the Software Provider prior to procurement.

53.6. Extensions are provided along with installation instructions. There is no obligation to provide operating instructions (user documentation in text form (Textform) or online support), unless the intended use is not possible without them. There is no obligation to provide any other instructions or documentation.

53.7. If extensions are provided for demonstration and trial purposes, the contract for the rental of the extension is concluded as described in this section. In this case, the first month of use is deemed to be the demonstration and trial phase. During this period, Customer may terminate the contract at any time without observing a notice period. In this case, no costs are incurred for use during the demonstration and trial phase. If Customer does not wish to continue using an extension after the end of the demonstration and trial phase or wishes to terminate the rental of an extension, Customer shall be obliged to completely uninstall and delete the extension. At the request of shopware, Customer shall confirm the complete uninstallation and deletion by notice in text form (Textform).

54. Liability for defects of procured extensions

54.1. If Customer asserts a defect in an extension procured from a shopware store that was not created by shopware, Customer shall assert claims for defects primarily against the Software Provider. For this purpose, shopware assigns to Customer all of its own claims for defects against the Software Provider, including claims for damages. Customer hereby accepts the assignment.

54.2. Regardless the above assignment, shopware will provide during the warranty period a version of the extension, if available from the Software Provider, that remedies the defect. If such a version is not available, shopware shall offer a Workaround Solution. If a Workaround Solution is also not possible or reasonable, shopware shall endeavour to ensure that the Software Provider provides a version of the extension that remedies the defect as soon as possible. At the request of Customer, shopware shall provide information about the measures taken for this purpose. Provision of a Workaround Solution shall be deemed unreasonable for shopware in particular, without limitation, if this requires an intervention in the source code/object code of the extension.

54.3. Customer is obliged to put any version of the extension that eliminates or prevents the defect into operation at its own expense. This shall only not apply if this is not possible or reasonable for Customer because the new version differs significantly from the previous version or if Customer would incur considerable expenses for putting the new version into operation.

54.4. The obligations to cooperate and provide materials according to section 7 shall apply accordingly to extensions.

Part 8: Special provisions for training courses, knowledge base and forum

55. Knowledge base and forum

55.1. shopware provides Customer with online training, documentation, online manuals and self-created tutorials in a knowledge base free of charge "as is."

55.2. shopware provides Customer with a forum free of charge "as is" in which Customer can exchange information with other Customers. Active use of the forum requires a shopware account. Customer is solely responsible for the content it posts in the forum. For shopware, the content posted by Customer in the forum is third-party content that shopware does not adopt as its own. As a technical service provider that exclusively provides the forum for Customers, shopware is not responsible for this third-party content. If shopware becomes aware of obvious violations of the law in the forum, shopware will delete such content or otherwise restrict access to it. Customer shall indemnify shopware against any and all third-party claims asserted on the basis of the content posted by Customer in the forum. This shall also include reasonable costs of legal defense at customary local rates.

55.3. Customer is not entitled to provision of the knowledge base or forum or specific content therein. shopware may reduce the scope of the knowledge base and forum, restructure them or discontinue them completely at any time.

56. Training courses

56.1. The training courses are about one or more products and are offered as live training courses or online training courses. The persons entrusted with conducting the training courses are selected by shopware. Customer is not entitled to training by specific persons. shopware determines the way in which the training is provided. If results of the training course are to be surrendered to Customer, only the surrendered results shall be binding.

56.2. shopware reserves all rights to training documents and certification documents, including the test questions. It is in particular, without limitation, not permitted to reproduce or distribute them or make them available to the public without the prior, express and written consent of shopware.

57. Live training courses

57.1. Registrations for the live training courses are made by telephone or in writing, including registration via a website. Registration is binding at the latest upon confirmation by shopware. The available places will be allocated in the order in which registrations are received.

57.2. The training content and valid training prices specified on the shopware website at the time of registration for the respective live training course shall apply. If a person participates in the live training course only temporarily, this shall not entitle the participant to a price reduction.

57.3. If Customer cancels its registration up to ten days before the start of the live training, shopware shall refund the full training price. Otherwise, shopware shall refund 50% of the training price. It is possible for an alternate participant to attend free of additional charge.

57.4. Up to ten days before the start of the live training course, shopware may cancel it without giving reasons. Thereafter, cancellations are only possible for good cause, in particular, without limitation, if the instructor falls ill. Any training fees already paid shall be refunded in full in the event of cancellation. shopware is entitled to postpone or reschedule live training courses until one month before their start. shopware shall inform Customer of this without undue delay (unverzüglich). Customer's registration remains valid unless Customer informs shopware in writing within two weeks that Customer does not wish to participate in the live training due to the postponement or rescheduling. In this case, shopware shall refund the training price. Customer shall not be entitled to claims other than those specified in this section, except in the case of intentional or grossly negligent misconduct on the part of shopware.

57.5. The requirements specified in the respective training course description must be met for successful participation in the live training course and – if included in the booked training course – the issue of a certificate.

58. Online training courses

58.1. The free online training courses teach how to use one or more products. Online training courses are offered via the e-learning platform Udemy (https://www.udemy.com). When registering via their website, the terms of use of Udemy must be accepted.

58.2. In addition, shopware offers the option of being certified online for a fee. Registration for this also takes place via the Udemy website and is binding upon confirmation by shopware. The necessary knowledge listed on the page for the respective online training course is a prerequisite for certification; the prices listed there shall apply. The online certification can be cancelled up to thirty days after registration, provided that the certification process has not yet been started by Customer. In this case, shopware shall refund the full price of the certification.