1. Scope of Application

• 1.1 These General Terms and Conditions ("Terms") govern the use of the software-as-a-service product "ShopAssist" ("Service"), provided by Kremic Ventures UG (haftungsbeschränkt) ("Provider", "we", "us") to the customer (“Customer”, "Merchant").
• 1.2 The offer is directed exclusively at merchants that operate eCommerce online shops (B2B) within the meaning of § 14 of the German Civil Code (BGB). Consumers are excluded from concluding a contract with the Provider.
• 1.3 Conflicting or deviating terms and conditions of the Customer shall not apply unless we have expressly agreed to them in writing.

2. Subject Matter of the Service

• 2.1 Service Description: ShopAssist is an AI-powered shopping assistant designed for eCommerce stores (specifically Shopify). It integrates with the Merchant's store via API to sync product data (the "Sync Engine") and uses Large Language Models (LLMs) to answer shopper inquiries via a chat widget.
• 2.2 AI Limitations: The Customer acknowledges that the Service utilizes Artificial Intelligence. While we strive for accuracy (e.g., via our Sync Engine to reduce hallucinations), AI outputs are probabilistic. The Provider does not guarantee that the AI’s responses will be 100% error-free, factual, or suitable for the Merchant's specific legal compliance needs.
• 2.3 Availability: The Provider strives for an annual average availability of 99%, excluding maintenance work and force majeure events.
• 2.4 Modifications: The Provider reserves the right to update and modify the Service (e.g., changes to the AI model providers like OpenAI) to maintain technical standards, provided these changes do not unreasonably restrict the core functionality.

3. Account Registration and Conclusion of Contract

• 3.1 To use ShopAssist, the Customer must create an account (either directly or via the Shopify App Store integration).
• 3.2 By clicking the "Install", "Subscribe", or "Sign Up" button, the Customer submits a binding offer to conclude a SaaS contract. The contract is concluded when the Provider grants access to the Service.
• 3.3 The Customer warrants that all data provided during registration (Company Name, VAT ID, Address) is accurate and relates to their commercial activity.

4. Customer Obligations & End User Relationships

• 4.1 Shopify Integration: The Customer is responsible for maintaining an active, valid Shopify account. ShopAssist relies on the Shopify API; if the Customer's Shopify account is suspended or the API token is revoked, ShopAssist cannot function.
• 4.2 Content Responsibility: The Customer is solely responsible for the product data, descriptions, and policies (Shipping, Returns) synced to ShopAssist. The Provider is not liable if the AI repeats incorrect information provided by the Merchant.
• 4.3 Prohibited Use: The Customer may not use the Service to promote illegal goods, process sensitive personal data (e.g., health data, credit card numbers) inside the chat prompt unless authorized, or reverse engineer the "Sync Engine."
• 4.4 End User (Shopper) Relationship: The Customer acknowledges that they act as the sole contracting partner for their End Users (Shoppers). No contractual relationship exists between the Provider (ShopAssist) and the End User. The Customer is solely responsible for the relationship with the End User, including any advice given by the AI widget on the Customer’s store.
• 4.5 Transparency & AI Disclosure: The Customer is obligated to inform End Users that they are interacting with an Artificial Intelligence system, not a human, in accordance with applicable laws (e.g., the EU AI Act).
• 4.6 Merchant Terms & Privacy: The Customer warrants that their own Terms of Service and Privacy Policy cover the use of third-party tools and AI chat widgets. The Customer is responsible for obtaining any necessary consents (e.g., cookie consent) from the End User before the chat widget processes data.

5. Fees and Payment

• 5.1 Subscription: The fees are based on the pricing tier selected by the Customer (e.g., based on the number of products synced or chat volume) as displayed on the ShopAssist website or presented by the ShopAssist sales representative.
• 5.2 Payment Terms: Unless otherwise agreed, fees are payable in advance on a monthly or annual basis.
• 5.3 Shopify Billing: If the Service is booked via the Shopify App Store, billing is handled directly through Shopify’s billing system. In this case, Shopify’s payment terms apply in addition to these Terms.
• 5.4 Default: If payment fails, the Provider reserves the right to suspend access to the Service immediately until payment is resolved.

6. Intellectual Property

• 6.1 Provider Rights: Kremic Ventures UG retains all rights, title, and interest in the ShopAssist software, the "Sync Engine," the visual interface, and the underlying AI agent logic. The Customer receives a limited, non-exclusive, non-transferable right to use the Service during the contract term.
• 6.2 Customer Data: The Customer retains all rights to their product data and chat logs. The Customer grants the Provider a right to process this data solely for the purpose of providing the Service (e.g., generating embeddings for the Vector Database).

7. Data Protection

• 7.1 The parties shall comply with the provisions of the General Data Protection Regulation (GDPR).
• 7.2 Data Processing Agreement (DPA): Since the Provider processes personal data (e.g., shopper chat logs) on behalf of the Merchant, the parties hereby conclude the Data Processing Agreement (Auftragsverarbeitungsvertrag) attached to these Terms as Appendix A. By accepting these Terms, the Customer agrees to the provisions of Appendix A.
• 7.3 The Privacy Policy available at getshopassist.com/privacy applies.

8. Liability

• 8.1 The Provider is liable without limitation for damages caused by intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit), as well as for injury to life, body, or health.
• 8.2 In cases of slight negligence (einfache Fahrlässigkeit), the Provider is only liable for the breach of material contractual obligations (cardinal duties). Cardinal duties are obligations whose fulfillment is essential for the proper execution of the contract and on whose observance the Customer relies.
• 8.3 In the case of Clause 8.2, liability is limited to the foreseeable, typically occurring damage.
• 8.4 Strict liability for initial defects (warranty without fault) under § 536a (1) BGB is excluded.
• 8.5 The Provider is not liable for the purchasing decisions made by the Merchant's End Users based on AI recommendations. The Merchant acts as the seller of record.

9. Indemnification (Freistellung)

9.1 The Customer (Merchant) agrees to indemnify, defend, and hold harmless the Provider (ShopAssist) from and against any third-party claims, damages, liabilities, and expenses (including reasonable attorney fees) arising out of or relating to:

• (a) Product Liability: Any claims regarding the safety, quality, or defects of the products sold by the Customer, including claims for bodily injury, death, or damage to property;
• (b) Health & Safety Claims: Any claims arising from End Users relying on the Service for medical advice, allergy information, or safety instructions (e.g., regarding toys, cosmetics, or supplements) where the AI output was based on the Customer's product data or lack of safety warnings;
• (c) Data Accuracy: Any misleading, illegal, or incorrect product data provided by the Customer to the Sync Engine (e.g., incorrect age recommendations or ingredients);
• (d) Compliance: The Customer's failure to comply with applicable laws, including privacy laws (GDPR) and consumer protection regulations;
• (e) End User Disputes: Any general dispute between the Customer and their End User regarding refunds, returns, or purchasing decisions.

10. Term and Termination

• 10.1 Term: The contract runs for an indefinite period (monthly subscriptions) or for the fixed term agreed upon (annual subscriptions).
• 10.2 Termination:
  • Monthly Plans: Can be terminated with 7 days' notice to the end of the billing month.
  • Annual Plans: Can be terminated with 30 days' notice to the end of the contract year.
  • Termination via Shopify: Uninstalling the App from the Shopify store constitutes a termination effective at the end of the current billing cycle.
• 10.3 The right to extraordinary termination for good cause remains unaffected.

11. Final Provisions

• 11.1 Updates to Terms: We reserve the right to amend these Terms. We will notify the Customer of changes by email or dashboard notification 30 days in advance. If the Customer does not object within this period, the changes are deemed accepted.
• 11.2 Governing Law: These Terms are governed by the laws of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
• 11.3 Place of Jurisdiction: The exclusive place of jurisdiction for all disputes arising from this contract is Berlin, Germany.
• 11.4 Severability: Should individual provisions of this agreement be invalid, the validity of the remaining provisions shall remain unaffected.