Smartstore is a registered trademark of Smartstore AG from Dortmund. EUTM file information 001663384 - 18/05/2000: https://euipo.europa.eu/eSearch/#details/trademarks/001663384
1. Introduction and definitions
1.1 Licensing Smartstore
The Smartstore Community Edition CE (hereinafter referred to as „Basic Software“) and the Open Source Plug-ins (hereinafter referred to as „OS/Plug-ins**“) are subject to GPLv3 and can be used by the contractual partner (hereinafter referred to as „Customer“) of SmartStore AG, Kaiserstr. 63-65, 44135 Dortmund (hereinafter referred to as „SmartStore“) in accordance with GPLv3.
With regard to the shop software Smartstore, which goes beyond the basic software and „OS/Plug-ins*“, there are various license and support models:
On the one hand, SmartStore offers the purchase of a user authorization (software license) for a certain edition „Professional“, „Premium“ and „Enterprise“ for an agreed one-time price, which differ depending on the agreed scope by the assignment of individual proprietary Smartstore „Pro/Plug-ins*“. Smartstore Pro/Plug-ins are NOT subject to GNU/GPL, but to the End-User License Agreement (EULA) between SmartStore and the customer. Regarding these SmartStore offers „Silver“, „Gold“ or „Platinum“ support with a separate charge depending on the agreement.
On the other hand, SmartStore offers with the „Smartstore Premium Flat Edition“ a transfer of use of the latest version of the Smartstore software with the proprietary Pro/Plug-ins* and „MP/Plug-ins***“ assigned to this edition, including support for a certain period against payment of a usage fee in the agreed amount („rent“). The Pro/Plug-ins* and MP/Plug-ins*** assigned to the „Smartstore Premium Flat Edition“ are also NOT subject to the GNU/GPL, but to the End-User License Agreement (EULA) between SmartStore and the customer.
1.2 Definitions
- 1.2.1 Documentation
- Documentation refers to materials in printed or electronic form that describe the functions of the basic software, plug-ins*, updates and/or upgrades and that serve to support the customer in the effective use of the shop software, updates and/or upgrades. Such a documentation does not alter any contractually agreed provisions, in particular neither those of an EULA nor any other contractually included terms and conditions.
2. Details
2.1 Inclusion of the GTC upon conclusion of the contract and their scope, SmartStore partners
2.1.1
Our offers, in particular in brochures, advertisements and on the internet, are non-binding and subject to confirmation. SmartStore shall submit a binding offer at the customer‘s request. SmartStore AG, Kaiserstr. 63-65, 44135 Dortmund (hereinafter referred to as „SmartStore“) addresses its contractual offers concerning its shop software Smartstore, also with regard to its special conditions of the end-user license agreements (EULA) and support contracts, exclusively to entrepreneurs as possible contractual partners (hereinafter referred to as „Customer“), including these General Terms and Conditions (hereinafter referred to as „GTC“) of SmartStore. According to § 18 BGB (German Civil Code), an entrepreneur is a natural or legal person or a partnership with legal capacity that acts in the exercise of its commercial or independent professional activity when concluding a legal transaction. The contract including these GTC between the customer and SmartStore is concluded with the acceptance of the contract by the customer towards the SmartStore, when the latter receives the contract singed by the customer. The acceptance and the contract concluded with it are binding. A digital signature, which is suitable for the definite authentication of the signatory's identity, is equivalent to a handwritten signature. Consumers are excluded from SmartStore‘s offers.
2.1.2
The general terms and conditions of SmartStore shall apply to the exclusion of any deviating terms and conditions of the customer. Any terms and conditions of the customer are hereby expressly rejected. Silence or the tacit provision of services by SmartStore in response to any deviating terms and conditions of the customer shall not be deemed recognition or approval of these, nor in the case of future contracts.
2.1.3
Unless otherwise agreed, the GTC of SmartStore shall also apply to future contracts concerning the shop software Smartstore (i.e. above all contracts for one-time services such as a first installation, a shop software basic setup, a setup of a web server, webinars for the shop software, a basic theming, customizing and a Smartstore Backup as well as agreements on the software edition made available for use including the relevant End User License Agreement (EULA), relevant license fees and support agreed in this regard), even if they are not expressly agreed again.
2.1.4
SmartStore has agreements with certain partners („SmartStore Partners“) to market and support certain products and services. The SmartStore partners are NOT authorized to represent SmartStore and/or to make binding declarations on its behalf. Insofar as a SmartStore Partner brokers products and services from SmartStore, only the agreements and conditions of the contract concluded between SmartStore and the customer shall apply in the relationship between the customer and SmartStore. SmartStore is neither responsible for the SmartStore partner‘s business activities nor for any promises made by the SmartStore partner to the customer or for products and services offered by the SmartStore partner under its own contracts.
2.2 Terms of payment, prices and price changes, description of services, economic incapacity of the customer
2.2.1
All prices and remunerations quoted are in Euro net plus the applicable value added tax. The prices at the time of the conclusion of the contract shall apply. We reserve the right to adjust prices in accordance with clause 2.2.10. Special prices for customers are one-time discounted prices. After the first term of the contract expires, the regular price applies again for an extension and/or for a new contract. The regular prices can be found in the order form or in the contract document of the parties, or alternatively in the SmartStore price list valid at the time the contract is concluded. Discounts, rebates or other reductions require a written agreement.
2.2.2
SmartStore is entitled to issue invoices for individual parts of the contractually owed service (partial invoices).
2.2.3
Prepayment applies to all contracts: SmartStore is only obliged to render its services after receipt of the agreed payment. SmartStore is therefore entitled to retain its services until payment has been received.
2.2.4
The customer must pay all amounts without deduction no later than 14 days after receipt of the invoice; the date of receipt of the amount on the invoice is decisive. The customer is in default of payment at the latest if he does not pay within 14 days of the due date and receipt of the invoice. The same applies if the SmartStore issues a partial invoice to the customer for a partial service.
2.2.5
Payment by the customer shall only be deemed to have been effected when the amount has been received on the SmartStore account and is finally available.
2.2.6
The customer may only offset SmartStore‘s claims if his counterclaim is undisputed or has been legally established. A right of retention of the customer is excluded, unless the counterclaim of the customer originates from the same contractual relationship and is undisputed, acknowledged in writing or legally established.
2.2.7
If the customer does not specify the purpose of their payment, incoming non-earmarked payments from the customer may be offset off against claims that are due, including ancillary claims against the customer. This may be at SmartStore's discretion and to the extent permitted by law and also applies to outstanding claims from other areas.
2.2.8
Payments billed according to time (e.g. Pay Per Incident Support) are recorded in SmartStore's ticket system and the customer always has access to this. SmartStore will establish the service provided to the customer and time spent by means of records within the ticketing system. The customer must check the service records as soon as they are received and must state if he/she does not agree to a payment figure within five business days following receipt. If the customer does not raise any reasonable objections during this time, the timesheets shall be deemed as accepted.
2.2.9
Upon setting up a support contract between SmartStore and the customer for one of the Smartstore "Professional", "Premium" or "Enterprise" license editions that can be purchased, depending on the agreed scope of the support, there are specific terms and conditions for individual support services and the corresponding fees. These can be found in the relevant documents. In addition to the special terms of the relevant support contracts, these general terms and conditions also apply. The contractual provisions for support services that are included as part of the Smartstore Premium Flat rental edition can be found in Part 3 of the contract between SmartStore and the customer covering the Smartstore Premium Flat Edition.2.2.10
At their sole reasonable discretion, SmartStore is entitled to charge the respective prices according to Section 315 of the German Civil Code (BGB). This may be carried out within four months following a change in market conditions. This shall particularly apply if there are significant changes in procurement and production costs or changes in value added tax and will serve as an adjustment to the initial contractually agreed remuneration for service and consideration during the entire contractual term. When factoring in prices, if there are any additional charges and/or credits to be taken into account, these will be balanced accordingly. SmartStore shall notify the customer in writing of any change at least 6 weeks before the scheduled change date. In the event of a price change, the customer has the right to end the contract from the time the planned change takes effect. When notifying the customer of a price adjustment, SmartStore will inform them of the reasons, conditions, scope and date of the increase and separately will point out to the customer that they can end their contract. Should the customer terminate their contract, the price change will not take effect. Was paid due to an ineffective price increase, the customer can reclaim the increased amounts for a period of one year from the date when they first objected to the price increase. In this case, the price shall default back to one year before the first objection, without taking account of the invalid price increase.
2.2.11
Should there be an objective reason to jeopardise the customer's ability to fulfill their payment obligations due to a lack of creditworthiness, in particular if the customer begins to sell their stock for liquidation, if they stop making payments, if they offer their creditors a moratorium, if a procedure begins for an out-of-court debt settlement according to § 305 I 1 InsO (German Insolvency Act), or an application for insolvency is lodged, SmartStore is entitled to demand immediate payment of all outstanding claims if our contractual partner does not provide security within a reasonable period set by us. In this case, we are also entitled to terminate existing reciprocal contracts and continuing obligations with the customer by withdrawing resp. cancelling the contract without notice period. §321 BGB and §112 InsO shall remain unaffected.
2.3 Protection of intellectual property and copyright
2.3.1
SmartStore's basic software, OS/Plug-ins**, Pro/Plug-ins* and MP/Plug-ins are protected by international agreements and laws. SmartStore owns all rights, property and claims to its shop software, including all copyrights, patents, trade and business secrets, trademarks and other intellectual property rights.
2.3.2
The OS/Plug-ins ** and basic software created by SmartStore are published under GPLv3 and are to be used according to the this. The GPLv3 can be found online, please see clause 1.1. In this respect. SmartStore grants the customer the right to modify the basic software and the OS/ Plug-ins ** or to create derivative works based on these. SmartStore provides the customer with information and downloads for the basic software and the OS/Plug-ins** to run their own online shop. These can be found online at www.smartstore.com and the page https://github.com/smartstore. Apart from this, SmartStore owns the exclusive use and exploitation rights to the Smartstore shop software for the Professional, Premium and Enterprise editions, each with their own different Pro/Plug-ins *, as well as for the Premium Flat Edition with the proprietary Pro/Plug- ins* and MP/Plug-ins ***. The Pro/Plug-ins* or MP/Plug-ins*** that are assigned to the various Professional, Premium, Enterprise and Premium Flat editions, can be used by the customer, according to the EULA concerning the specific edition agreed between SmartStore and the customer. These General Terms and Conditions apply in addition to the special conditions of the relevant EULAs.
2.3.3
SmartStore owns all rights to images, drawings, calculations and other documents. This also applies to documents that are referred to as "confidential" by SmartStore. These documents may only be distributed and/or published to third parties with SmartStore's express written consent.
2.4 Continued development of the shop software
2.4.1
As part of the support contract, SmartStore will develop its shop software in line with changes to relevant legal regulations and similar events.
2.4.2
The customer must meet the system requirements published by SmartStore in order to use the shop software, otherwise, we cannot guarantee error-free use of the shop software. Smartstore's system requirements are available online (see clause 1.2.17). SmartStore may further develop its shop software at its own discretion following its own research, customer suggestions or those of other users in terms of technical innovations, functionality and ergonomics. In these cases, SmartStore can make reasonable changes to system requirements during the contract term. This will particularly apply if, for example, Microsoft, other browser providers or other third-party providers change technology, so that the correct functioning of the shop software of the SmartStore requires changes to be compatible. The customer, however, has no right regarding certain changes/additions to the shop software, nor can he generally request further development of the shop software.
2.4.3
If, following further developments of the software, SmartStore decides at its reasonable discretion to remove a program component from its shop software or from its software support, the customer will not be entitled to a replacement. Should this happen, however, the customer will have the right to terminate the contractual relationship with immediate effect. There is no contract termination right if SmartStore replaces the component they have removed with one of an equal or higher value.
2.4.4
SmartStore is entitled to amend the terms of service or the general terms and conditions and other conditions. SmartStore will only make these changes if there is good cause to do so, in particular, due to new technical developments, changes in jurisdiction or other similar reasons. Should amendments substantially alter the contractual relationship between the parties, the amendments will not take effect. Apart from this, the customer must agree to any modifications.
2.5 Shop software updates and upgrades
2.5.1
In the event of program changes or developments, SmartStore will provide updates, hotfixes, or service packs as part of the Shop Software support contract. When a support contract concerning the license purchase editions Smartstore Professional, Premium und Enterprise is agreed between the customer and SmartStore, the special conditions for the relevant support services arise depending on the agreed scope of support. Updates to Shop Software are generally only provided if the customer is using the specific shop software edition with an EULA and there is a support contract in place between SmartStore and the customer. The contractual provisions for support services already included as part of the Smartstore Premium Flat rental edition can be found in Part 3 of the contract between SmartStore and the customer for the Smartstore Premium Flat Edition.2.5.2
SmartStore is free to provide updates, hotfixes or service packs in the form of separate media or as downloads.
2.5.3
If a "Service Pack" has been issued by SmartStore for a specific shop software update, from this point on, only "hotfixes" based on this “Service Pack" will be issued.
2.5.4
SmartStore is entitled to make up for a potential update deficiency by issuing a new shop software update. Alternatively, SmartStore may provide a hotfix or service pack for the shop software update affected by the defect. The customer is not specifically entitled to receive either of these solutions in preference over the other.
2.5.5
Before installing a hotfix, service pack or new shop software update, the customer shall ensure that their individual shop software is compatible with the hotfix, the service pack or the new update. This shall be at the customer's own risk and expense. This also applies if SmartStore has made an individual adaptation based on a service contract.
2.5.6
The functional scope of an update, hotfix, service pack or upgrade can be seen from the information supplied on the shop software.
2.5.7
Unless otherwise expressly agreed, the customer has no claim to shop software upgrades. Upgrades will have a higher major version number (major release) and additional functionalities compared to the previous versions. They may also have modified system requirements. Unless otherwise expressly agreed, upgrades must be bought as new. If SmartStore makes an upgrade available under the existing contract, the provisions of the EULA and SmartStore's General Terms and Conditions shall also apply to these as in the case of updates. SmartStore's General Terms and Conditions are available online, see clause 2.1.1.
2.6 "SCM" Marketplace for users/customers
2.6.1
SmartStore offers the customer the opportunity to acquire or download additional plug-ins against payment or for free of charge via their online Marketplace (hereinafter referred to as "SCM").
2.6.2
If plug-ins acquired or downloaded via SCM are NOT developed and created by SmartStore, SmartStore is NOT the customer's contractual partner and is only an intermediary, authorised by the third-party supplier to collect the remuneration for these.
2.6.3
When acquiring or downloading a plug-in via the SCM, the current version of the plug-in is the object of the contract. Follow-on versions of the plug-in purchased or downloaded via SCM are NOT contractual and must be re-purchased, unless otherwise expressly agreed.
2.6.4
For further details for Sect. 2.6.1 to 2.6.3 see the SmartStore Community Marketplace (SCM) conditions.
2.7 Warranty and liability
2.7.1
IF NOT EXPRESSLY AGREED OTHERWISE, SMARTSTORE PLEDGES NO EXPRESS OR IMPLIED WARRANTIES FOR THE SHOP SOFTWARE. IN PARTICULAR, SMARTSTORE DOES NOT PROVIDE A WARRANTY OR ANY PROTECTION FOR A SPECIFIC QUALITY, SPECIFIC DURATION ("DURABILITY"), A SPECIFIC PERFORMANCE, SALEABILITY, MARKETABILITY, SUITABILITY FOR A PARTICULAR PURPOSE, SUITABILITY FOR A PARTICULAR CUSTOMER PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRABILITY OF THE SOFTWARE WITH OTHER PRODUCTS, INTERRUPTION OR INCORRECT USE OR ANY THREATS. IN INDIVIDUAL CASES FOR GUARANTEES TO BE EFFECTIVE, THESE REQUIRE THE EXPRESS AND WRITTEN CONFIRMATION BY SMARTSTORE MANAGEMENT. LIKEWISE, THE TERMS AND CONDITIONS ABOVE APPLY TO SMARTSTORE PARTNERS AND OTHER AUTHORISED DISTRIBUTORS.
2.7.2
The basic software and OS/Plug-ins created by SmartStore are published under the GPLv3 and are to be used according to this. The GPLv3 is available online. See clause 1.1. SmartStore gives the customer the right to modify the basic software and OS/Plug-ins** or create their own derivatives. IN THIS RESPECT, THE PROVISION OF THE BASIC SOFTWARE AND OS/PLUG-INS** EXCLUDES ANY WARRANTY AND LIABILITY.
2.7.3
THE BASE SOFTWARE AND OS/PLUG-INS** MAY CONTAIN "OPEN SOURCE" MATERIALS (E.G. SOFTWARE PRODUCTS WITH LICENSES LIKE OPEN SOURCE, COPYLEFT, GNU GENERAL PUBLIC LICENSE, LIBRARY GENERAL PUBLIC LICENSE, LESSER GENERAL PUBLIC LICENSE, MOZILLA LICENSE, BERKELEY SOFTWARE DISTRIBUTION LICENSE, OPEN SOURCE INITIATIVE LICENSE, MIT LICENSE, APACHE, LICENSES IN THE PUBLIC DOMAIN OR SIMILAR TYPES OF LICENSES. SMARTSTORE GIVES NO GUARANTEE OR WARRANTY AND TAKES NO LIABILITY FOR ANY OPEN SOURCE MATERIALS INCLUDED IN THE SOFTWARE.
2.7.4
THIRD PARTY COMPONENTS FROM KNOWN OUTSIDE MANUFACTURERS SUCH AS MICROSOFT WHO MANUFACTURE THE USED DATABASES ARE NOT PART OF THE CONTRACT BETWEEN SMARTSTORE AND THE CUSTOMER, EVEN IF THEY ARE PROVIDED WITH SMARTSTORE PRODUCTS. SMARTSTORE PROVIDES NO GUARANTEE OR WARRANTY FOR THESE THIRD PARTY COMPONENTS AND ASSUMES NO LIABILITY.
2.7.5
THE PREVIOUS SECTIONS 2.7.3 AND 2.7.4 SHALL NOT APPLY IF THERE IS A CULPABLE BREACH OF DUTY ON THE PART OF SMARTSTORE WITH RESPECT TO OPEN SOURCE MATERIALS OR THIRD PARTY COMPONENTS.
2.7.6
IF THE BASIC SOFTWARE VERSIONS AND OS/PLUG-INS** THE CUSTOMER ACCESSES AND USES - ESPECIALLY ON GITHUB HTTPS://GITHUB.COM/SMARTSTOREAG/SMARTSTORENET - ARE DRAFT VERSIONS OR BETA VERSIONS AND THE CUSTOMER HAS AGREED THEY WILL RECEIVE A DRAFT OR BETA VERSION, THE CUSTOMER MUST RECOGNISE THAT IT IS NOT A SMARTSTORE END PRODUCT AND IS ONLY IN THE DEVELOPMENT STAGE. A DRAFT OR BETA VERSION IS NOT NECESSARILY TESTED AND CAN HAVE MANY, EVEN SERIOUS SYSTEM ERRORS AND FUNCTIONAL FAULTS, AND OTHER PROBLEMS THAT MAY CAUSE A SYSTEM FAILURE OR LOSS OF DATA. ANY DRAFT OR BETA SOFTWARE WILL BE MADE AVAILABLE “AS IT IS” UNFINISHED AND IN THE STAGE OF DEVELOPMENT. SMARTSTORE DOES NOT PROVIDE ANY WARRANTY FOR DRAFT OR BETA SOFTWARE AND WILL NOT ACCEPT ANY CLAIMS OF ANY KIND. THIS MEANS THAT THE CUSTOMER USES A DRAFT OR BETA VERSION ENTIRELY AT THEIR OWN RISK.
2.7.7
FOR PLUG-INS OBTAINED OR DOWNLOADED ON THE SCM PLATFORM THAT HAVE NOT BEEN DEVELOPED AND CREATED BY SMARTSTORE AG, SMARTSTORE AG IS NOT THE CUSTOMER'S CONTRACTUAL PARTNER (SEE CLAUSE 2.6.2) AND THE CUSTOMER HAS NO CLAIM AGAINST SMARTSTORE AG, ONLY AGAINST THE PLUG-IN PROVIDER/SERVICE PROVIDER. WHEN IT COMES TO THIRD PARTY PLUG-INS, SMARTSTORE AG DOES NOT PROVIDE ANY WARRANTY OR GUARANTEE AND HAS NO RESPONSIBILITY. CLAUSES 2.7.3 TO 2.7.5 APPLY ACCORDINGLY.
2.7.8
SHOP SOFTWARE BY SMARTSTORE IS NOT DESIGNED, PRODUCED OR INTENDED FOR USE IN HIGH RISK ENVIRONMENTS. THIS INCLUDES, WITHOUT LIMITATION, USE IN NUCLEAR FACILITIES, AIRCRAFT NAVIGATION AND COMMUNICATION FACILITIES, DIRECT LIFE SUPPORT SYSTEMS, WEAPONS, AND SECURITY AREAS WHERE A SHOP SOFTWARE FAILURE COULD DIRECTLY OR INDIRECTLY LEAD TO THE DEATH OR INJURY OF PEOPLE OR SERIOUS ENVIRONMENTAL DAMAGE OR ANY OTHER PHYSICAL DAMAGE. THE CUSTOMER IS FORBIDDEN TO USE THE SHOP SOFTWARE FOR THESE HIGH RISK AREAS.
2.7.9
CUSTOMER WARRANTY CLAIMS SHALL LAPSE WITHIN ONE YEAR FROM THE DELIVERY OF THE SHOPSOFTWARE.
2.7.10
Unless otherwise contractually agreed, SmartStore's warranty and liability shall be governed by the statutory provisions.
2.8 The customer's duty to cooperate
2.8.1
The customer must be aware that SmartStore's shop software, according to the information provided by SmartStore, is suitable for his/her specific use. The customer assumes responsibility for choosing the shop software to achieve the desired results.
2.8.2
The customer must provide the necessary hardware and software environment to use the Shop Software. The system requirements for Smartstore Shop Software are available online. Please refer to 1.2.17. If new program versions require an adapted hardware or changes to the customer's operating system, the customer must do this themselves before installing the updates or upgrades. See 2.4.2.
2.8.3
The customer must carry out or must have carried out regular data backups so that lost data or programs can be restored by reasonable means. Before installing an update, upgrade, service packs, hotfixes, or installing other software, the customer must always carry out or must have carried out a backup.
2.8.4
Should an error occur, the customer must support SmartStore in trying to find the error and provide the information required regarding the fault.
2.8.5
The customer must observe SmartStore's operating instructions, in particular those in the Shop Software documentation. The customer alone is responsible for correctly using the shop software and for the results they get through using it.
2.9 Individual programming/project work
2.9.1
In principle, SmartStore offers the customer to make individual shop software adaptations or to create customer-specific plug-ins for a reasonable remuneration. A separate contractual agreement is required for this, especially for particular project work.
2.9.2
Unless explicitly stipulated in another contractual agreement, the customer and SmartStore agree that such individual programing and/or project work should be compatible and functional with the current shop software version upon completion and delivery. UNLESS OTHERWISE EXCLUSIVELY AGREED, SMARTSTORE AG GIVES NO EXPRESS OR IMPLIED GUARANTEE FOR SUCH INDIVIDUAL PROGRAMMING AND/OR PROJECT WORK, IN PARTICULAR IN RELATION TO A SPECIFIC DURATION OF A SPECIFIC QUALITY ("DURABILITY"). See 2.7.2. The customer therefore has no claim for the fact that individual adjustments and/or individual programming and/or project work will run without any errors or will be even useable after an update or upgrade to a new release of the shop software.
2.9.3
Upon paying an appropriate amount, the customer may, however, entrust SmartStore with the transfer of individual adaptations and/or an individual programming and/or a project work to the new release and with the adaption there. A separate contractual agreement is required for this.
2.10 Date arrangements, deadlines and provision of services
2.10.1
Deadlines and date agreements are only binding when made in writing or confirmed by SmartStore in writing.
2.10.2
If the customer requests changes or additions, dates and/or deadlines that were previously confirmed in writing will not apply unless the customer's requested changes or additions are clearly irrelevant for compliance with the deadline and/or appointment.
2.10.3
SUBJECT TO LIABILITY FOR OTHER REASONS, IN THE CASE OF MINOR NEGLIGENCE SMARTSTORE IS NOT LIABLE FOR COMPENSATION DUE TO DELAY. SUBJECT TO LIABILITY FOR OTHER REASONS, SMARTSTORE IS NOT LIABLE FOR COMPENSATION DUE TO DELAY IF THE DAMAGE WOULD ALSO HAVE OCCURRED IF THE SERVICE BEEN RENDERED IN A TIMELY MANNER.
2.10.4
Insofar as SmartStore cannot meet date agreements and deadlines as a result of force majeure or other unforeseeable, non-indebted and uncontrollable exceptional circumstances, SmartStore will not suffer any disadvantageous legal consequences. If the aforementioned performance impediments lead to a deferral of more than six months, both contractual parties may request a termination of the contract. As far as agreed services have not yet been provided in this case, any consideration already rendered for this must be reimbursed immediately.Any other right of withdrawal remains unaffected.
2.10.5
SmartStore shall not be in default as long as date agreements or deadlines cannot be met due to insufficiencies in the customer's application environment (hardware or software) or any other other lack of customer cooperation.
2.10.6
If the customer is in default to SmartStore in terms of their responsibilities to this or earlier business, performance deadlines shall be extended by the customer's default period.
2.10.7
SmartStore is entitled to deliver partial services to the customer to a reasonable extent. These are considered partial fulfillment.
2.10.8
If SmartStore has to deliver software to the customer, at their own choice, they may hand over a electronic data media which stores the shop software in object code, or send it by e-mail or refer the customer to download the software via the Internet.
2.10.9
SmartStore is entitled to fulfill its services by using third parties.
2.11 Confidentiality agreement
2.11.1
As contracting parties SmartStore and the customer shall not divulge any confidential information, processes, trade and company secrets, they get to know in the course of their contractual obligations, even after the contract has ended. Also, without the consent of the other party, the contracting parties shall not pass these on to third parties or use them in any way other than as part of their contractual obligations. This especially applies information and documents deemed to be confidential by SmartStore.
2.11.2
The contracting parties shall also pass on these obligations to their employees and any third parties they may employ.
2.11.3
The obligation to maintain confidentiality and secrecy shall come to an end the if the knowledge contained in the documents or information provided is in the public domain.
2.12 Data storing and processing
SmartStore processes personal data in accordance with the information sheet "Information on the processing of personal data by SmartStore AG" and, when agreed separately between the customer and the SmartStore if necessary, according to an agreement on data processing. In addition, in terms of SmartStore's website, there is a privacy policy, which can be found online at https://smartstore.com/en/privacy-policy
2.13 Copyright and trademark laws
All brands and trademarks mentioned within Smartstore's internet content, and possibly those of third parties, are subject without restriction to the provisions of the respective trademark law in effect, as well as to those of ownership rights held by the respective registered rights' owners. It is not to be assumed that, because a brand name is mentioned, it is not legally protected by a third party. The copyright for published material created by the author remains the property of the author of the pages. Duplication or use of any graphics and texts in other electronic or printed publications is not allowed without Smartstore's explicit consent.
2.14 Customer references
If the customer agrees to provide a customer reference for SmartStore, their references may be used in all the usual places (e.g. on websites, in e-mails and videos) as well as in non-digital formats (subject to an explicit separate agreement), for example, in letters, brochures, posters and exhibition stands, also for marketing purposes, unless expressly agreed otherwise. These examples are not exhaustive. Using references may include the customer's company name and company logo and other publicly available information, such as the industry they are in.
2.15 Assignment
Transferring customer rights and/or assigning customer claims against SmartStore stemming from the contractual relationship is only permitted with SmartStore's prior consent.
2.16 Confirmation in writing
Any amendments or additions to this agreement must be made in writing. This also applies to modifications or revocation of the requirement for the written form itself. The use of e-mail or other electronic means of communication does NOT comply with the written form requirement.
2.17 Contract language
The contract language is German. If contract documents are also available in languages other than German, the legal relationship between the parties, when this exists, is governed exclusively by the German version.
2.18 Cross-border deliveries and service provision
The customer shall pay particular attention to the relevant import and export laws for supplies and services, especially those for the USA. In event of any cross-border delivery or service, the customer is liable for any duties, fees and other charges. The customer must officially and legally deal with procedures connected to cross-border deliveries and services, unless otherwise expressly agreed.
2.19 Place of Performance, Applicable Law, Jurisdiction
2.19.1
The place of fulfillment for all SmartStore's services in this contract is its registered office in Dortmund, unless the fulfillment has to take place in a different place.
2.19.2
The laws governing relations between domestic parties at SmartStore's registered office (German law) apply under the exclusion of any foreign law. Application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
2.19.3
The place of jurisdiction for all disputes arising from this contract shall be determined by SmartStore's place of business. This also shall apply if the customer does not have a general court of jurisdiction in Germany or if his/her place of residence or usual residence is not known at the time the action is brought. SmartStore's ability to appeal to another court of jurisdiction remains thereby unaffected.
2.20 Gender neutral language
To make SmartStore’s documents more readable (especially the German versions), there are not used gender specific forms of language. Nonetheless, all terms referring to persons are equally valid for all sexes.
2.21 Severability clause
If individual provisions of this contract are or should become ineffective, this does not otherwise affect the validity of the contract, unless adhering to the contract would constitute an unreasonable hardship for one of the parties. If individual provisions of this contract are or should become ineffective for other reasons relating to §§ 305 - 310 BGB, the contracting parties will replace the ineffective provision with a provision that is effective and comes as close as possible in terms of the legality and economics to the feasibility of the contract and what both sides want. The same applies if the contracting parties unintentionally fail to agree on a point that is to be supplemented (contractual gap) and there is no legal provision for this. The parties must then add a supplement to the contract as described above.
3. Table of plug-ins
3.1 Pro/Plug-ins* for each edition
| Professional Edition | Premium Edition | Enterprise Edition |
|---|---|---|
| Mega Search | Mega Search Plus | |
| Enterprise Search | ||
| MegaMenu | MegaMenu | MegaMenu |
| ContentSlider | ContentSlider | ContentSlider |
| Export (CSV, XML) | Export (CSV, XML) | Export (CSV, XML) |
| PDF Katalog | PDF Katalog | PDF Katalog |
| Output Caching (Donut) | Output Caching (Donut) | |
| OpenTrans Export | OpenTrans Export | |
| BMECat Import/Export | BMECat Import/Export | |
| Payment Filter | Payment Filter | Payment Filter |
| Shipping Filter | Shipping Filter | Shipping Filter |
| Debitoor | Debitoor | |
| ShopConnector | ||
| Azure (BLOB) | Azure (BLOB) | |
| TinyImage | TinyImage | |
| URL-Rewriter | URL-Rewriter | |
| Redis | ||
| WebApi (From v4 in CE) | WebApi (From v4 in CE) | WebApi (From v4 in CE) |
| Microsoft Power BI | ||
| Plug-Ins (Multishop) | Plug-Ins (Multishop) | |
| Plug-Ins (quelloffen) | ||
| Plus alle MP/Plug-Ins*** | ||
| GDPR | GDPR | GDPR |
| Page Builder | ||
| Media Manager (From v4) | Media Manager (From v4) | |
| Rule Builder (From v4 in CE) | Rule Builder (From v4 in CE) | Rule Builder (From v4 in CE) |
| Personalized Recommendations (From v4) |
Alle Pro* und MP/Plug-ins*** unterliegen der EULA für die für die jeweilige Smartstore Edition
3.2 OS/Plug-ins**
https://github.com/smartstoreag/extra-plugins
SmartStore.AustraliaPost
SmartStore.AuthorizeNet
SmartStore.CanadaPost
SmartStore.DiscountRules.PurchasedProducts
SmartStore.Fedex
SmartStore.Glimpse
SmartStore.LivePersonChat
SmartStore.MailChimp
SmartStore.TwitterAuth
SmartStore.UPS
SmartStore.USPS
SmartStore.Verizon
Diese Plug-ins unterliegen der GPLv3.
http://documents.smartstore.com/GNU_General_Public_License_GPLv3.pdf
3.3 MP/Plug-Ins*** und Pro/Plug-Ins* der Smartstore Premium Flat Edition
| MP/Plug-ins*** | Pro/Plug-ins* |
| VIVEUM | Mega Search Plus |
| paydirekt | MegaMenu |
| PAYONE Payment | ContentSlider |
| PostFinance Payment | Export (CSV, XML) |
| SOFORT Überweisung | PDF Katalog |
| 1&1 ipayment | Output Caching (Donut) |
| BeezUp Feed | OpenTrans Export |
| Elmar Shopinfo Feed | BMECat Import/Export |
| Billiger.de Feed | Payment Filter |
| Guenstiger.de Feed | Shipping Filter |
| LeGuide Feed | Debitoor |
| SearchLog |
Azure (BLOB) |
| Order number formatter |
TinyImage |
| etracker Web Analyzer |
URL-Rewriter |
| Common Export Providers |
WebApi |
| Trusted Shops Widgets |
Plug-Ins (Multishop) |
| Wallet (Guthabenkonto) |
