Terms and Conditions of Merch-Forge

Version: 24.Mai.2026

Provider: Merch-Forge, sole proprietorship, Am Gießenbach 13, 82496 Oberau, Germany, merch-forge@outlook.de

1. Scope

1.1 These Terms and Conditions apply to all contracts between Merch-Forge and its clients regarding the creation, design, setup, maintenance and support of Shopify-based merchandise stores and related creative, technical and organizational services.

1.2 Merch-Forge enters into contracts exclusively with business clients. Consumers are excluded from entering into contracts with Merch-Forge. By entering into the contract, the client confirms that they are acting in the course of their commercial or independent professional activity.

1.3 Deviating, conflicting or supplementary terms and conditions of the client shall only apply if Merch-Forge expressly agrees to them in text form.

1.4 Individual agreements between Merch-Forge and the client, especially offers, service descriptions or separate contracts, take precedence over these Terms and Conditions.

2. Conclusion of Contract

2.1 The presentation of services on the website, on social media or in other materials does not constitute a binding offer.

2.2 A contract is concluded when Merch-Forge sends the client an individual offer and the client accepts that offer. Acceptance may take place in particular by email, digital confirmation, signature or payment of the agreed deposit.

2.3 The specific scope of services is determined by the respective offer, service description or other individual agreement between the parties.

2.4 Merch-Forge may refuse to enter into a contract, especially if the client is not acting as a business, intends to infringe third-party rights, or requests content whose implementation is not reasonable for Merch-Forge for legal, technical or business reasons.

3. Services of Merch-Forge

3.1 Merch-Forge provides, in particular, the following services:

  • creation and design of Shopify-based merchandise stores,
  • visual customization and store design,
  • technical setup and basic configuration,
  • organization and coordination of merchandise designs through commissioned artists,
  • setup of an initial merchandise drop,
  • integration of print-on-demand providers or other suitable external service providers,
  • ongoing maintenance, care and technical support of the store,
  • support for later merchandise drops under separate agreement.

3.2 Merch-Forge only owes the services expressly agreed. Services not expressly agreed are not part of the contract.

3.3 Merch-Forge does not provide legal, tax or financial advice. The client is responsible for having the legal and tax requirements of their store reviewed independently.

3.4 Merch-Forge does not guarantee any specific revenue, profit, conversion rates, sales numbers, reach, delivery times of external providers or commercial success of the client.

4. Shopify Store, Payment Providers, Domain and Third-Party Services

4.1 The Shopify account is operated by the client and remains within the client's area of responsibility. The client remains the owner of the Shopify account and of the payment and billing methods stored in it.

4.2 The client is solely responsible for costs and obligations related to Shopify, domains, payment providers, apps, themes, print-on-demand providers, shipping providers and other external services.

4.3 Merch-Forge may require access to the Shopify store or connected services in order to perform its services. The client shall provide Merch-Forge with the required access rights, permissions and information in due time.

4.4 If the client withdraws required access rights or fails to provide required information, agreed deadlines shall be extended appropriately. Merch-Forge is not liable for delays or errors caused by missing, incorrect or delayed cooperation by the client.

4.5 If the client independently changes the store, apps, payment providers, themes, domains, DNS settings or other technical components, Merch-Forge is not responsible for resulting errors, outages or damages. Fixing such issues may be subject to additional fees.

5. Role of the Client Towards End Customers

5.1 The client is the operator of the Shopify store and the seller of the goods offered in the store to their end customers.

5.2 Merch-Forge does not become a contracting party of the client's end customers. Merch-Forge does not sell goods to the client's end customers unless expressly agreed otherwise in an individual case.

5.3 The client is solely responsible for all legal, tax and business obligations towards their end customers, including legal notice/imprint, privacy policy, withdrawal instructions, terms and conditions towards end customers, product information, price information, taxes, payment processing, customer support, returns, complaints and consumer rights.

5.4 Merch-Forge may provide organizational or technical support to the client but does not thereby assume legal responsibility for the client's obligations towards end customers.

6. Print-on-Demand, Production and Fulfillment

6.1 Merch-Forge supports the client in selecting, setting up or integrating print-on-demand providers or other external production and fulfillment service providers.

6.2 The contracting party of the respective print-on-demand provider or external service provider is generally the client, unless expressly agreed otherwise.

6.3 Production costs, shipping costs, return costs, customs duties, import charges, taxes and other costs of external providers are borne by the client, unless expressly agreed otherwise.

6.4 Merch-Forge is not liable for errors, outages, delays, quality defects, price changes, delivery problems or other service disruptions of Shopify, payment providers, print-on-demand providers, shipping providers, app providers or other external service providers, unless Merch-Forge caused them culpably.

6.5 Merch-Forge may suggest changing external providers if this appears reasonable for reasons of quality, availability, cost or technology. Such a change shall only take place after coordination with the client if the client is the contracting party of the external provider.

7. Artists, Merchandise Designs and Usage Rights

7.1 Merch-Forge may commission external artists for merchandise designs. Artist selection and coordination are handled by Merch-Forge unless agreed otherwise.

7.2 Artists commissioned by Merch-Forge are paid by Merch-Forge unless expressly agreed otherwise.

7.3 The client receives only those usage rights to the merchandise designs created for them that are expressly granted in the respective offer, contract or separate rights agreement.

7.4 Unless a separate buyout agreement has been concluded, the client receives a simple, non-transferable, non-sublicensable usage right limited to the duration of the active collaboration for the use of the approved designs on the agreed merchandise products in the agreed Shopify store.

7.5 Without separate agreement, the client is not entitled to use the designs outside the agreed merchandise drop, outside the agreed store, for other products, for digital goods, for social media assets, for advertising materials or for any other purposes.

7.6 After termination of the collaboration, the client's usage right to the designs ends unless a separate buyout agreement exists. The client must stop using the relevant designs and remove the corresponding products from the store. End customer orders placed before termination may be fulfilled to the extent necessary to perform contracts with end customers.

7.7 The acquisition of extended usage rights, especially a buyout, requires a separate agreement. Scope, duration, territory, types of use, transferability, exclusivity and remuneration of the buyout shall be agreed individually.

7.8 Source files, working files, drafts, intermediate steps and non-approved designs shall only be provided to the client if expressly agreed.

7.9 After termination, Merch-Forge may delete project-related working files and drafts unless legal retention duties, documentation interests or defense interests prevent deletion. Client-specific designs shall not be used by Merch-Forge for other clients unless expressly agreed otherwise.

7.10 The client warrants that all content, names, logos, avatars, brands, characters, texts, images, music, graphics or other materials provided by the client do not infringe third-party rights and may be used by Merch-Forge as contractually intended.

7.11 If a third party asserts claims due to content provided by the client, the client shall indemnify Merch-Forge against resulting claims, costs and damages to the extent that the client is responsible for the infringement.

8. Revisions, Feedback and Approvals

8.1 Unless otherwise stated in the offer, the agreed price includes two revision rounds for the store design and two revision rounds for the merchandise design.

8.2 A revision round includes reasonable changes to the existing draft. A completely new concept, a new design approach or a fundamental change of direction is not included as a revision round and may be charged separately.

8.3 Further revision rounds, later change requests or extensions of the scope of services may be subject to additional fees. Merch-Forge will inform the client before execution if the additional remuneration is apparent to Merch-Forge.

8.4 The client shall review drafts, interim results and final results within a reasonable period and provide feedback. Delayed feedback may extend project deadlines accordingly.

8.5 If the client approves a design, store status, product or drop, the respective service shall be deemed accepted or approved for further implementation with respect to the approved points, where acceptance is required.

9. Client Cooperation Duties

9.1 The client shall provide all information, materials, access rights and decisions required for the performance of services in due time.

9.2 This may include in particular logos, brand colors, texts, product ideas, legal store information, imprint/legal notice data, tax information, payment provider data, Shopify access, domain or DNS access and existing branding or design files.

9.3 The client is responsible for the accuracy, completeness and legality of the information and content provided by the client.

9.4 If the project is delayed due to missing, delayed, incomplete or incorrect cooperation by the client, agreed deadlines shall be extended appropriately. Additional effort may be charged separately.

10. Prices, Deposit and Payment

10.1 Prices are determined by the respective individual offer. Prices may vary depending on the scope of the store, number and type of merchandise products, design effort, number of drops and other requirements.

10.2 A one-time fee is agreed for the creation of the store and the first merchandise drop. A deposit must be paid before the start of the project. The amount and due date of the deposit are determined by the respective offer.

10.3 Ongoing maintenance and care are subject to a monthly fee. The maintenance fee is due at the beginning of the respective maintenance month unless otherwise agreed.

10.4 Further merchandise drops after the first drop are subject to a separate one-time fee.

10.5 Invoices are payable within 14 days from the invoice date without deduction unless a different payment deadline has been agreed.

10.6 If the client is in default of payment, Merch-Forge may claim statutory default interest and other legally permissible default damages.

10.7 In the event of non-payment, Merch-Forge may, after prior reminder, temporarily suspend further services until outstanding amounts have been paid. Statutory rights remain unaffected.

11. Project Cancellation and Refunds

11.1 If a project is terminated before full completion, services already rendered and costs already incurred must be paid.

11.2 Artist costs already incurred and remuneration for artistic work already performed shall be borne by the client to the extent that they were incurred for the project.

11.3 Unused or unearned remuneration components may be refunded to the extent that they are not offset by services already rendered, incurred costs, binding obligations or other claims of Merch-Forge.

11.4 The specific settlement shall be based on the project status at the time of termination.

12. Maintenance, Care and Support

12.1 The scope and content of ongoing maintenance and care are determined by the respective offer or service description.

12.2 Monthly maintenance includes usual technical care and support services within the agreed scope.

12.3 Change requests, extensions, new functions, major design adjustments, new products, additional drops or other services outside the agreed maintenance scope may be subject to additional fees.

12.4 Merch-Forge will inform the client if a requested service is expected to fall outside the agreed maintenance scope and cause additional costs.

12.5 Merch-Forge does not owe continuous monitoring of the store, guaranteed response times or permanent availability unless expressly agreed.

13. Term and Termination

13.1 Project-based services end upon completion, approval, acceptance or other completion of the respective project unless otherwise agreed.

13.2 Ongoing maintenance and care services are concluded for an indefinite term unless a fixed term is agreed.

13.3 The maintenance and care contract may be terminated by either party with one month's notice to the end of a calendar month unless expressly agreed otherwise.

13.4 The right to terminate for good cause remains unaffected. Good cause exists in particular if a party seriously breaches contractual obligations and fails to remedy the breach despite a reasonable grace period, if the client fails to make due payments, or if continued cooperation becomes unreasonable for legal or factual reasons.

13.5 After termination of the contract, the client's entitlement to ongoing maintenance, care, support and technical assistance ends.

13.6 The client remains the owner of their Shopify account. After termination, Merch-Forge may remove its own access rights or request their removal.

14. Liability

14.1 Merch-Forge is fully liable in cases of intent and gross negligence as well as in the event of injury to life, body or health.

14.2 In the event of slightly negligent breach of essential contractual obligations, Merch-Forge is liable only for the typical, foreseeable damage. Essential contractual obligations are obligations whose fulfillment is necessary for the proper performance of the contract and on whose compliance the client may regularly rely.

14.3 Otherwise, Merch-Forge's liability is excluded to the extent permitted by law.

14.4 Merch-Forge is not liable for loss of revenue, lost profit, missing sales, lack of reach, conversion rates or the client's commercial success unless Merch-Forge caused such damages intentionally or by gross negligence.

14.5 Merch-Forge is not liable for outages, errors, price changes, service changes or other issues of Shopify, payment providers, domains, apps, themes, print-on-demand providers, shipping providers or other external providers commissioned, paid or controlled by the client unless Merch-Forge caused them culpably.

14.6 Liability under mandatory statutory provisions remains unaffected.

15. References and Portfolio Use

15.1 Merch-Forge may use the client's name, store name, publicly visible store screenshots, publicly visible merchandise products and project results as references in its portfolio, on its website, in presentations and on social media unless the client objects.

15.2 Merch-Forge will inform the client before or upon conclusion of the contract that reference use is intended.

15.3 If the client objects to reference use, Merch-Forge will refrain from future public use. References already published will be removed within a reasonable period to the extent technically and organizationally feasible.

15.4 Confidential information, unpublished business data, internal revenue figures and non-approved drafts will not be published without the client's consent.

16. Confidentiality

16.1 The parties undertake not to disclose confidential information of the other party to third parties without consent.

16.2 Confidential information includes in particular non-public business documents, access credentials, internal strategies, unpublished designs, project information, price calculations and other information that is recognizably confidential.

16.3 The confidentiality obligation does not apply to information that is publicly known, lawfully obtained from third parties, independently developed or required to be disclosed by law.

17. Contract Language

17.1 For contracting parties from Germany, the contract may be concluded in German.

17.2 For international or multilingual contracting parties, English shall generally be the contract language unless expressly agreed otherwise.

17.3 If German and English contract versions are used and no express precedence rule has been agreed, the respective contract should specify which language version prevails in case of doubt.

18. Governing Law and Jurisdiction

18.1 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods, to the extent legally permissible.

18.2 If the client is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be the registered office of Merch-Forge, to the extent legally permissible.

18.3 If mandatory international jurisdiction rules or consumer protection provisions apply, they shall take precedence. Since Merch-Forge works only with business clients, the application of consumer law shall be excluded to the extent legally permissible.

19. Final Provisions

19.1 Amendments and supplements to individual contracts must be made in text form unless a stricter legal form is required by law.

19.2 If any provision of these Terms and Conditions is or becomes invalid in whole or in part, the validity of the remaining provisions shall remain unaffected. The statutory provisions shall replace the invalid provision.

19.3 Rights and obligations arising from the contract may only be transferred by the client to third parties with the prior consent of Merch-Forge.