General Terms and Conditions (GTC)

This English version is a convenience translation. The legally binding version is the German version.

Last updated: June 2026

Section 1 – Scope, Definitions

(1) These General Terms and Conditions (hereinafter "GTC") apply to all contracts concerning the use of the software-as-a-service platform "Shoploop" (hereinafter "Platform" or "Service") between MH Onlinehandel GmbH, Hauptstraße 28, 15806 Zossen (hereinafter "Provider") and the Customer.

(2) The offer is directed exclusively at entrepreneurs within the meaning of Section 14 BGB (German Civil Code), legal persons under public law and special funds under public law. The conclusion of a contract with consumers within the meaning of Section 13 BGB (German Civil Code) is excluded.

(3) Any deviating or supplementary terms and conditions of the Customer are hereby rejected. They only become part of the contract if the Provider expressly consents to them in writing.

Section 2 – Subject Matter of the Contract and Services

(1) The Provider makes available to the Customer, via the internet, a platform for optimizing Google Shopping product data and campaigns. Depending on the service package booked, the scope of functions includes in particular the optimization of product titles and descriptions, the completion of product attributes, AI-assisted image optimization, the assignment of performance labels, as well as the provision of analytics.

(2) Optimization results are delivered via a supplementary feed stored by the Customer in its Merchant Center. The Provider does not make any write changes to the Customer's primary feed.

(3) No particular economic effect (e.g. changes in revenue or costs) is owed. Statements regarding achievable savings are non-binding empirical values.

(4) The Provider is entitled to further develop the Platform and to adapt functions, provided that the core contractual benefit is preserved.

Section 3 – Conclusion of Contract, Trial Phase

(1) The presentation of the Platform does not constitute a binding offer. The contract is concluded upon registration and activation of the customer account or upon confirmation of the order by the Provider.

(2) The Provider may offer a free trial phase of seven (7) days. Unless the Customer terminates before the end of the trial phase, the usage relationship transitions into a paid subscription in accordance with Section 4. The Customer is informed of this consequence before the start of the trial phase.

Section 4 – Prices and Payment

(1) Use takes place within the framework of a subscription. Unless otherwise agreed, the fee amounts to EUR 99 per month plus the applicable statutory value-added tax. All prices are net prices.

(2) The fee is due in advance for the respective billing period. Payment is processed via the payment service provider Stripe. The Customer ensures that a valid means of payment is on file.

(3) The Provider is entitled to adjust the fees with effect for future billing periods. Fee changes are communicated to the Customer in text form at least six (6) weeks before they take effect. If the Customer does not object and continues to use the Service, the change is deemed accepted; in the event of an objection, either party may terminate as of the effective date.

(4) If the Customer is in default of payment, the Provider is entitled to suspend access to the Platform after prior notice.

Section 5 – Term and Termination

(1) The subscription is concluded for an indefinite period and may be terminated by either party with a notice period of one (1) day to the end of the respective billing period (month), unless a different term has been agreed.

(2) The right to extraordinary termination for good cause remains unaffected.

(3) Notices of termination require at least text form (e.g. email) or may be declared via the function provided within the Platform.

Section 6 – Availability

(1) The Provider endeavours to ensure a high availability of the Platform, but does not owe uninterrupted availability. Excluded in particular are periods of scheduled maintenance as well as disruptions outside the Provider's sphere of control (e.g. force majeure, failures of upstream suppliers or third-party interfaces such as Google APIs).

(2) The Provider may carry out necessary maintenance work and will, where possible, announce plannable restrictions in advance.

Section 7 – Customer's Obligations and Cooperation

(1) The Customer requires its own, properly set-up accounts with the respective third-party providers (in particular Google Ads and Google Merchant Center) and grants the necessary access authorizations.

(2) The Customer is responsible for the accuracy, lawfulness and maintenance of the data and product information it provides, and ensures that it is entitled to use and process such data.

(3) The Customer keeps access credentials confidential and protects them against access by third parties. The Customer complies with the applicable policies of the integrated platforms (e.g. Google policies).

Section 8 – Rights of Use

(1) The Provider grants the Customer, for the term of the contract, the non-exclusive, non-transferable right to use the Platform to the agreed extent.

(2) All rights in the Platform, the software, the trademarks and the content remain with the Provider or the respective rights holders. Any exploitation going beyond the contractual use is not permitted.

Section 9 – Liability

(1) The Provider is liable without limitation in cases of intent and gross negligence, as well as for injury to life, body or health and under the Produkthaftungsgesetz (German Product Liability Act).

(2) In cases of simple negligence, the Provider is liable only for the breach of a material contractual obligation (cardinal obligation), the fulfilment of which is essential for the proper performance of the contract and on the observance of which the Customer may regularly rely. In such a case, liability is limited to the foreseeable damage typical for this type of contract.

(3) Any further liability is excluded. In particular, the Provider is not liable for the absence of economic success, loss of profit or indirect damages, except where mandatory liability applies under paragraph 1. For the loss of data, the Provider is liable only to the extent of the damage that would have occurred had the Customer carried out proper and regular data backups.

Section 10 – Data Protection and Data Processing on Behalf

The Provider processes personal data in accordance with the Privacy Policy. Insofar as the Provider processes personal data on behalf of the Customer, the parties conclude a data processing agreement pursuant to Art. 28 GDPR.

Section 11 – Confidentiality

The parties treat confidential information of the respective other party as confidential and use it only for the purposes of performing the contract. This does not apply to information that is in the public domain or that must be disclosed due to a statutory obligation.

Section 12 – Amendments to these GTC

The Provider may amend these GTC with effect for the future insofar as this is necessary to adapt to changed legal or technical conditions and the Customer is not thereby unreasonably disadvantaged. Amendments are communicated to the Customer in text form at least six (6) weeks before they take effect. They are deemed accepted if the Customer does not object within six (6) weeks; the Customer is separately informed of this consequence.

Section 13 – Final Provisions

(1) The law of the Federal Republic of Germany applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(2) The exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is – to the extent legally permissible – the registered seat of the Provider (Potsdam).

(3) Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions remains unaffected. Amendments and supplements require at least text form.

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