Terms and Conditions for Shopify Services

1. Introductory provisions and identification of the provider

1.1. These general terms and conditions (the "Terms") govern the rights and obligations between the provider and the client in the provision of services in the field of design, development, migration, optimisation and marketing of online stores (in particular on the Shopify platform), and further govern the use of the websites hynekkraus.com and hynekkraus.cz. The services are provided internationally, as a rule remotely by electronic means.

1.2. The Provider (the "Provider" or "I") is:

• Provider: Individual Entrepreneur Hynek Kraus
• Registration: register of entrepreneurs maintained by the National Agency of Public Registry of Georgia
• Identification code: 300417831
• Address: Internati Lane 10a, 0180 Tbilisi, Georgia
• Contact email: ahoj@hynekkraus.cz
• Websites: https://hynekkraus.com and https://hynekkraus.cz

The contracting party (the Provider) is Individual Entrepreneur Hynek Kraus, that is, a natural person doing business under the law of Georgia, not a separate legal entity. The Provider is not registered for value added tax (holds no EU VAT ID); pricing is subject to section 5.2.

1.3. The Provider is a foreign person registered for business in Georgia (outside the European Union and the EEA); identification code 300417831 is assigned by the National Agency of Public Registry of Georgia. The Provider has not been assigned a Czech company registration number and is not entered in the Czech trade or commercial register. The Provider communicates and enters into contracts electronically, in particular by email.

1.4. The Client (the "Client" or "you") is an entrepreneur, that is, a person acting in the course of their business or profession, who enters into a contract for the provision of services with the Provider, or who submits an enquiry to the Provider through the website. By entering into the Contract the Client confirms that it acts in the course of its business and, at the Provider's request, will evidence its identification details (in particular its company registration number and, where applicable, its VAT ID). If the business status cannot be evidenced, the Provider is entitled not to enter into the Contract.

1.5. The services are intended exclusively for businesses (B2B). The Provider does not enter into contracts with consumers. Should a contract exceptionally be concluded with a consumer, the choice of law under section 18 is without prejudice to the mandatory consumer protection provisions of the law of the country of the consumer's habitual residence (Article 6 of the Rome I Regulation), including the competent out-of-court dispute resolution body and jurisdiction under that law; in such a case the Provider will fulfil its information duties towards the consumer in the individual offer.

2. Definitions

• Services – the Provider's activities under section 3, in particular design and development of online stores on the Shopify platform, migration, redesign, custom development, conversion rate optimisation, automation, visual identity work and marketing services.
• Enquiry – the Client's non-binding expression of interest in the Services, usually made through the contact form on the website, by email or otherwise.
• Offer (also "individual arrangement") – the individual arrangement between the parties on a specific engagement setting out its scope, price, schedule and payment terms, regardless of form, that is, a confirmed quotation, a separate written contract or a confirmed order. Where these Terms refer to the Offer, any of these forms is meant; in the event of a conflict, the Offer prevails over these Terms.
• Contract – the contract for the provision of Services concluded between the Provider and the Client under section 4, of which these Terms form an integral part.
• Website – the websites operated by the Provider at the domains hynekkraus.com and hynekkraus.cz.
• Work – the tangible and intangible output of the Services (for example a store, theme, code, design assets, copy, configuration).

3. Subject and scope of the services

3.1. The Provider provides in particular the following Services: building new Shopify stores, redesign and custom development, migration from other platforms, conversion rate optimisation (CRO), automation and integration with external services, visual identity work, and performance and email marketing. The current description of the Services is set out on the website; the binding scope of a specific engagement is always determined by the Offer.

3.2. Information on the website (prices, packages, descriptions, indicative delivery times) is for information purposes only and constitutes neither an offer to conclude a contract nor a public promise. Only the individual Offer is binding.

3.3. The Services may include third-party products and services (in particular the Shopify platform, apps, themes, payment gateways, carriers, hosting and email services). These are governed by the commercial and licence terms of the respective providers; the Provider is not a party to them and is not responsible for their availability, functionality or pricing. The cost of third-party services (for example the monthly Shopify plan or paid apps) is borne by the Client unless the Offer states otherwise.

3.4. Changes of scope (additional work). If the Client requests performance beyond the scope agreed in the Offer (changes to the brief, additional features, revisions beyond the agreed number), this constitutes additional work. The Provider is not obliged to carry it out; it will do so on the basis of an approved written (including email) amendment to the Offer defining the scope, price and effect on the schedule. Until the additional work is approved, the Provider may suspend the affected work without falling into delay. Minor adjustments of insignificant scope may be carried out by the Provider without separate approval.

4. Enquiry and conclusion of the contract

4.1. No contract is concluded and no payment is made on the website. Submitting the contact form is a non-binding Enquiry and creates no obligation for the Provider to provide the Services or for the Client to take them.

4.2. On the basis of an Enquiry the Provider will normally send the Client an individual Offer. The Contract is formed at the moment the Client demonstrably approves the Offer (by written or email confirmation, signature of a contract, confirmation of an order, or payment of an advance invoice under the Offer).

4.3. The Provider reserves the right to decline an Enquiry or not to provide an Offer, including without stating a reason, in particular where the engagement exceeds its capacity or expertise.

4.4. The language of the contract is determined by the Offer. The concluded Contract is archived by the Provider in electronic form and made available to the Client on request.

5. Price and payment terms

5.1. The price of the Services is agreed in the Offer, either as a fixed price, a price based on scope (for example an hourly rate), or a combination of both. Unless stated otherwise, prices are quoted excluding value added tax (VAT). The currency is stated in the Offer.

5.2. Tax treatment. The Provider is a foreign person registered for business outside the EU and is not a VAT payer. Any tax obligations are governed by applicable law. Where a service is supplied cross-border to a business, the tax may be declared and paid by the recipient of the service under the reverse charge mechanism. The specific tax treatment and currency are always stated in the Offer and on the invoice.

5.3. Advances and milestones. Unless the Offer states otherwise, a project starts upon payment of an advance (usually 30 to 50 % of the price depending on scope) and the remaining price is paid in milestones tied to the progress of the work. The split of payments and their due dates are set out in the Offer.

5.4. Payment terms are 14 days from the date of issue of the invoice, unless the Offer provides otherwise. Payment is made by bank transfer to the account stated on the invoice; the obligation is discharged when the amount is credited to the Provider's account.

5.5. Late payment. If the Client is in delay with payment, the Provider is entitled to suspend the provision of the Services until payment is made and to claim default interest of 0.05 % of the outstanding amount for each day of delay together with reimbursement of costs reasonably incurred in recovering the debt.

5.6. The Provider normally starts work after the advance has been paid. The Work or parts of it in respect of which the transfer of rights is conditional upon payment of the price (section 8) remain subject to the Provider's rights until paid in full; this does not apply to the personal data of the Client and its customers (section 11.4).

6. The Client's cooperation

6.1. The Client will provide the Provider with all cooperation necessary for proper performance, in particular materials, access (for example to the Shopify account, domain and analytics), content, copy and photographs, and timely feedback within the agreed deadlines.

6.2. The Client is responsible for the accuracy, completeness and lawfulness of the materials it provides to the Provider and for being entitled to use them (in particular copyright in copy, photographs and logos, and trade marks). By providing the materials, the Client grants the Provider the right to use them to the extent necessary to perform the Contract.

6.3. Personal data in materials. Where the Client provides personal data to the Provider (in particular customer databases or contacts), it declares that it is entitled to provide them and have them processed, that it is the controller for the given purposes with a valid legal basis under Article 6 GDPR, and that it has fulfilled its information duty towards the data subjects. Any inaccuracy in this declaration is at the Client's expense; the Client will indemnify the Provider for any damage, costs and penalties arising from it.

6.4. If the Client fails to cooperate in time, the performance deadlines are extended accordingly and the Provider is not liable for the resulting delay. If the Client's failure to cooperate continues for more than 30 days, the Provider is entitled to suspend performance and invoice the work carried out to date.

7. Handover, acceptance and objections

7.1. The Provider will hand over the Work or its self-contained parts to the Client for approval (acceptance), as a rule by making a test version or a demonstration environment available.

7.2. The Client is obliged to review the Work without undue delay and to raise any objections within the agreed period (or, if none is agreed, within 10 days). If the Client neither raises objections within that period nor takes over the Work, and the Provider calls upon it again with an additional reasonable period, or if the Client starts using the Work in the ordinary course (for example by launching the store into live operation), the Work is deemed accepted.

7.3. Minor defects that do not prevent use of the Work are not grounds for refusing acceptance; the Provider will remedy them within a reasonable period.

8. Intellectual property rights

8.1. Where the output of the Services is a copyrighted work (for example custom code, graphics or copy), the Provider grants the Client, upon payment of the price in full, a non-exclusive licence, unlimited in territory and time, to use and modify the Work and to have it maintained or further developed by third parties for the purposes of the Client's operations and business. A different scope (for example exclusivity or a full assignment of rights) may be agreed in the Offer.

8.2. Until the price is paid in full the Client acquires no rights to the Work and is not entitled to use it beyond testing and acceptance. This does not apply to the personal data of the Client and its customers (section 11.4).

8.3. The Work may contain third-party components and open source software, Shopify themes, apps and libraries. These components are governed by their own licence terms; the Client's rights to them arise under those licences and not under section 8.1.

8.4. The Provider is entitled to retain and continue to use general knowledge, methods, know-how, tools and reusable parts of code created or used in the course of performance, provided they contain no confidential information or personal data of the Client.

8.5. Materials supplied by the Client (logos, photographs, copy, trade marks) remain the property and rights of the Client or of third parties.

9. Liability for defects

9.1. The Provider warrants that the Services are provided in accordance with the Contract and with professional care. The Client must notify a defect in the Work without undue delay after discovering it, by email to ahoj@hynekkraus.cz, together with a description of the defect.

9.2. The Provider will remedy a defect for which it is responsible within a reasonable period, as a rule by repairing or completing the Work. The scope of remedies for defective performance is further governed by the Offer.

9.3. The Provider is not liable for defects and outages caused by third parties (Shopify, apps, hosting, payment gateways, carriers), by intervention in the Work by the Client or a third party, by improper use, or by a change in the operating environment after handover of the Work.

10. Liability for damage and its limitation

10.1. The Provider is liable for damage caused by breach of its obligations. The Provider is not liable for indirect damage, lost profit, loss of data, loss of revenue or loss of business opportunities. The exclusion of liability for loss of data does not apply to damage caused intentionally or by gross negligence, nor to liability for damage caused by an infringement of the GDPR (Article 82 of Regulation (EU) 2016/679), which cannot be excluded by contract.

10.2. Total liability for damage under the Contract is limited to the amount of the price actually paid by the Client under the Contract to which the damage relates (for ongoing services, the amount for the last 12 months before the damage occurred). This limitation does not apply to damage caused intentionally or by gross negligence, nor where such limitation is excluded under the applicable law.

10.3. The Provider is not liable for the Client's business results (for example revenue, conversion rate, search engine rankings or return on investment) unless expressly guaranteed in the Contract.

11. Confidentiality and personal data protection

11.1. Confidential information means in particular commercial, technical and financial information, know-how, access credentials and personal data obtained by a party in connection with the Contract. The parties undertake to keep confidential information confidential and not to use it for any purpose other than performing the Contract. The duty of confidentiality does not apply to information which is or becomes publicly available without breach of the Contract, was demonstrably known to the party before disclosure, was developed independently, or was lawfully obtained from a third party without breach of an obligation. The duty of confidentiality lasts for 3 years after termination of the Contract and, for trade secrets and personal data, for as long as their protection lasts.

11.2. The processing of personal data of website visitors and of the Client's contact persons, where the Provider acts as controller, is governed by the Privacy Policy available on the website at hynekkraus.com/privacy.

11.3. Processing on behalf of the Client (data processing agreement). Where, in performing the Contract, the Provider accesses personal data for which the Client is the controller (in particular store customer data during migration, operation, CRO, automation or marketing), or otherwise processes such data on the Client's behalf, it does so as a processor under a data processing agreement pursuant to Article 28 GDPR, which forms an annex to the Contract and is binding before processing begins. As the Provider is established in Georgia (a third country without an adequacy decision), transfers of data take place on the basis of the Commission's Standard Contractual Clauses (Implementing Decision (EU) 2021/914) and a transfer impact assessment. The Provider will engage sub-processors only under the conditions of Article 28(2) and (4) GDPR.

11.4. Return and erasure. After the provision of the Services ends, the Provider will, at the Client's instruction, return or erase the personal data processed on the Client's behalf (Article 28(3)(g) GDPR). The Provider does not withhold the personal data of the Client and its customers even where the Client is in delay with payment; the reservation of rights to the Work under sections 5.6 and 8.2 does not apply to such data.

12. References

12.1. The Provider is entitled to name the Client (business name and logo) and to describe the engagement in general terms in its portfolio and references, provided this does not involve confidential information. The Client may refuse such use in writing at any time by email to ahoj@hynekkraus.cz; the Provider will remove the reference from materials it subsequently issues without undue delay.

13. Force majeure

13.1. Neither party is liable for breach of its obligations (other than the obligation to pay a price already due) to the extent and for the period during which it is prevented from performing by an obstacle arising independently of its will which it could not reasonably have foreseen or averted (in particular outages of the Shopify platform, hosting or telecommunications, cyber attacks, energy supply failures, natural disasters, epidemics, acts of war, sanctions, or acts of public authorities). Performance deadlines are extended by the duration of the force majeure. If the obstacle lasts more than 30 days, either party may terminate the Contract; the Client will pay the price for performance rendered up to the time the obstacle arose. The affected party will inform the other party of the force majeure without undue delay.

14. Subcontractors and assignment

14.1. The Provider is entitled to perform through subcontractors; it is liable for their performance as if it were its own and binds them to confidentiality to the extent of section 11.

14.2. The Client may not assign the Contract or any claims against the Provider to a third party without the Provider's prior written consent. The Provider is entitled to assign the Contract or part of it to its legal successor; it will inform the Client of such assignment without undue delay.

15. Notices

15.1. Unless the Contract provides otherwise, the parties deliver legal acts and notices under the Contract by email to the parties' contact addresses (Provider: ahoj@hynekkraus.cz; Client: the address stated in the Offer, otherwise the address from which the Client communicated). A message is deemed delivered no later than on the business day following the day it was sent, unless it is returned to the sender as undeliverable. Termination and withdrawal from the Contract take effect upon delivery to the other party in this manner. The parties will notify each other of any change of contact email address without undue delay.

16. Duration and termination

16.1. The Contract lasts until the Services have been fully provided and obligations settled, or for the agreed period (for ongoing services such as marketing or maintenance).

16.2. Either party may terminate the Contract by agreement. Ongoing (recurring) Services may be terminated on notice with the notice period stated in the Offer, otherwise 1 month to the end of a calendar month.

16.3. The Provider may withdraw from the Contract in the event of a material breach by the Client, in particular a delay in payment of more than 30 days or a failure to cooperate that makes performance impossible.

16.4. Termination of the Contract is without prejudice to rights and obligations which by their nature are intended to survive, in particular section 5 (claims for payment for performance already rendered), section 8 (intellectual property rights), section 10 (liability for damage including the limit under section 10.2), section 11 (confidentiality and personal data protection), section 12 (references) and section 18 (governing law and dispute resolution); these provisions remain in force after the Contract ends.

17. Use of the website

17.1. The content of the website (copy, comparisons, prices, guides, graphics) is informational and marketing in nature; it does not constitute a binding offer, professional advice for a specific case, or a guarantee of results. The prices and parameters of third-party platforms (for example Shopify) may change; the current terms of the relevant provider always prevail.

17.2. The website and its content are protected by copyright of the Provider or of third parties. Without the Provider's consent, the content of the website may not be copied, reproduced or used commercially beyond ordinary browsing.

17.3. Merely browsing the website or submitting an Enquiry does not create a contractual or advisory relationship between the Client and the Provider.

18. Governing law and dispute resolution

18.1. Unless the Offer provides otherwise, the Contract and these Terms are governed by the law of Georgia, excluding its conflict-of-law rules. The parties may choose a different governing law in the Offer (for example the law of the Client's country); such a choice prevails.

18.2. The choice of law under section 18.1 is without prejudice to overriding mandatory provisions and to the protection afforded to the parties by mandatory rules whose application cannot be excluded, nor to the territorial scope of generally binding legislation (in particular the GDPR applies regardless of the choice of law).

18.3. Section 1.5 (consumer protection, should the Client exceptionally be a consumer) is unaffected.

18.4. The parties will seek to resolve disputes under the Contract amicably in the first instance. Failing agreement, the dispute will be decided by the court having jurisdiction as agreed in the Offer; if no such agreement exists, jurisdiction is governed by generally binding legislation (as a rule, the seat of the defendant).

19. Governing language version

19.1. These Terms may be issued in several language versions. The Czech version is decisive for interpretation, unless the Offer provides otherwise; for Clients outside the Czech Republic the English version may be decisive where the Offer is concluded in English.

20. Changes to the Terms

20.1. The Provider is entitled to amend these Terms to a reasonable extent, in particular in response to changes in legislation or in the scope of the Services. For a Contract already concluded, the Terms in the version effective on the date of its conclusion apply, unless agreed otherwise. The current version of the Terms is always available on the website.

21. Final provisions

21.1. Entire agreement. The Contract (the Offer together with these Terms and any annexes) constitutes the entire agreement of the parties on its subject matter and supersedes all prior oral and written arrangements, offers, representations and communications (including information on the website and email correspondence prior to conclusion of the Contract) unless expressly incorporated into the Contract.

21.2. Set-off. The Client may not unilaterally set off any of its claims against the Provider's claim for payment of the price without the Provider's written consent.

21.3. Calculation of periods. Periods expressed in days mean calendar days unless stated otherwise. If the last day of a period falls on a Saturday, Sunday or public holiday, the last day of the period is the next following business day.

21.4. Severability. If any provision of these Terms is or becomes invalid or ineffective, this does not affect the validity of the remaining provisions; the parties will replace the invalid provision with a valid one that most closely reflects the purpose of the original.

21.5. These Terms take effect on 30 August 2026.