Terms of Service — Saal: Sales Agent

1. Scope and parties

These Terms govern the use of the Shopify app "Saal: Sales Agent" ("the App"), provided by:

Micha Saalmüller
Mittenwalder Straße 32
10961 Berlin, Germany
privacy@michasaalmueller.com

The App is directed exclusively at businesses (Unternehmer within the meaning of § 14 BGB). It is not offered to consumers.

The contract is concluded when the merchant installs the App from the Shopify App Store. Deviating terms of the merchant do not apply, even if we do not expressly object to them.

2. Subject of the agreement

The App allows a merchant to designate customers as sales agents and to permit those agents to place orders on behalf of other customers within the merchant's storefront, using the respective customer's catalogue, pricing and delivery locations, and to record the consent under which they do so.

The specific functions available depend on the merchant's Shopify plan and on the plan selected within the App. The functional scope is described in the App Store listing and in the App's documentation as amended from time to time.

3. Right of use

For the term of this agreement, we grant the merchant a non-exclusive, non-transferable right to use the App for its own business purposes on the Shopify stores for which it has been installed.

The merchant may not reverse engineer, decompile, resell, sublicense or make the App available to third parties, except as permitted by mandatory law.

All rights in the App, including its source code, design and documentation, remain with us. All data of the merchant and of the merchant's customers remains with the merchant.

4. Fees and billing

Fees are those stated in the App Store listing at the time of subscription. All billing is administered by Shopify through the Shopify Billing API; we neither receive nor process payment card data. Shopify's own terms apply to the payment process.

Where a free trial period is offered, it begins on installation and converts into a paid subscription unless the App is uninstalled before it ends.

We may change our fees with at least 30 days' notice by email or by notice in the App. If the merchant does not agree to the change, it may terminate by uninstalling the App before the change takes effect.

5. Merchant obligations

The merchant is responsible for:

• —determining which of its customers are granted sales agent permissions, and the scope of access granted to them;
• —obtaining and documenting any consent required from its customers before a sales agent acts on their behalf, and for assessing whether that consent is legally sufficient. The App provides tooling to record consent; it does not obtain consent on the merchant's behalf;
• —the conduct of its sales agents and for orders placed by them;
• —the lawfulness of its use of the App, including compliance with data protection, competition and consumer protection law;
• —not entering special categories of personal data within the meaning of Art. 9 GDPR into free-text fields provided by the App;
• —maintaining its own Shopify account security.

6. Availability and support

We provide the App with the care customary in the industry. We do not owe any particular level of availability. The App depends on Shopify's platform and APIs and on our hosting provider; interruptions attributable to those services are outside our control.

We may carry out maintenance that temporarily restricts availability, and will give advance notice of planned maintenance where reasonably possible.

Support is provided by email at the address stated in the App Store listing. We aim to respond within one working day. This is a target, not a guaranteed response time.

7. Warranty

The statutory provisions apply, subject to the following.

Strict liability for defects existing at the time the contract was concluded, pursuant to § 536a(1) alt. 1 BGB, is excluded.

The merchant is aware that software cannot be developed entirely free of errors. A defect exists only where the functionality of the App is more than insignificantly impaired.

8. Liability

We are liable without limitation for intent and gross negligence, and for injury to life, body or health.

In the case of slight negligence, we are liable only for breach of a material contractual obligation — an obligation whose fulfilment is essential to the proper performance of the contract and on whose observance the merchant may regularly rely. In such cases, liability is limited to the foreseeable damage typical for this type of contract, and in any event to the fees paid by the merchant in the twelve months preceding the event giving rise to the damage.

Any further liability for slight negligence is excluded.

Liability under the German Product Liability Act, and liability arising from a guarantee expressly given by us, remain unaffected.

We are liable for loss of data only to the extent that the merchant has carried out appropriate data backups, and only for the effort required to restore the data that would have been recoverable from such backups. The merchant's data resides in its own Shopify account; we do not maintain a separate copy.

We are not liable for orders placed by the merchant's sales agents, for the merchant's determination of agent permissions, or for the sufficiency of consent obtained by the merchant.

We are not liable for delays or failures to perform caused by circumstances beyond our reasonable control, in particular outages at Shopify, internet disruptions, force majeure or measures taken by public authorities.

9. Data protection

We process personal data as described in our Privacy Policy. Where we process personal data on the merchant's behalf, the Data Processing Agreement applies and forms part of these Terms.

10. Term and termination

The agreement runs for an indefinite period and ends when the merchant uninstalls the App. Fees already paid for a current billing period are not refunded, unless mandatory law provides otherwise.

The right of both parties to terminate for cause remains unaffected. We may in particular terminate for cause if the merchant uses the App unlawfully or in breach of section 5.

On termination, the provisions of the Data Processing Agreement on deletion of data apply.

11. Changes to these Terms

We may amend these Terms where necessary, in particular to reflect changes to the App, to Shopify's requirements or to the legal position. We will notify the merchant of material changes at least 30 days in advance by email or by notice in the App. If the merchant does not agree, it may terminate by uninstalling the App before the change takes effect. We will point this out in the notice.

12. Final provisions

These Terms are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

The place of jurisdiction for all disputes arising from this agreement is Berlin, provided the merchant is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law.

Should individual provisions be or become invalid, the validity of the remaining provisions is unaffected.

These Terms are also available in German. The German version prevails in the event of discrepancies.