1.1 These GTC govern all contracts for the subscription Service (SaaS) that enables deployment and execution of Shopware 6 extensions (plugins and themes) via the online platform “Coderizo Extension Store” at coderizo.com (the “Platform”).
1.2 The operator of the Platform and contracting party is Coderizo LLC, 7901 4th Street North, STE 300, St. Petersburg, Florida 33702, USA; contact: contact@coderizo.com (“Coderizo”).
1.3 Independent third-party providers (“Coderizo Extension Partners” or “Partners”) develop Extensions offered on the Platform. Coderizo offers all Extensions in its own name and for its own account; the Customer’s contract is concluded exclusively with Coderizo. An Extension may contain open-source components (“OSS”); for those components, the applicable open-source terms govern that component only. Any Partner terms (including “EULAs”) apply only to that component and must not grant broader rights or contradict these GTC.
1.4 These GTC apply only to entrepreneurs/business customers; contracts with consumers are excluded (B2B-only).
1.5 Definitions
(a) “Service” means Coderizo’s software service that enables deployment and execution of an Extension and provides updates/support.
(b) “Extension” means a Shopware 6 plugin/theme provided via the Service.
(c) “Authorized Instance” means one (1) production instance of the Customer registered in the Customer Account.
(d) “Non-Production Instance” means up to five (5) instances (e.g., development and staging) for the same project, used solely for testing/integration, not live commerce.
(e) “Source Materials” means PHP code and related technical materials provided solely to enable technical execution of the Extension via the Service on Authorized and Non-Production Instances; for clarity, no rights to edit, adapt, modify, create derivative works from, allow third parties to use or access, distribute, or otherwise exploit are granted (except where mandatory law or applicable open-source terms require otherwise).
(f) “Customer Account” means the Customer’s registered account on the Platform used to manage orders, instances and billing.
(g) “User” means any employee, contractor or other individual who accesses the Service or Extensions under the Customer Account.
(h) “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the voting interests.
(i) “Subscription Use Rights” has the meaning given in Section 4.1.
(j) “Business Day” means a day other than a Saturday, Sunday, or public holiday at the recipient’s primary business location.
2.1 Orders require registration as a business Customer and provision of valid business details (e.g., company name, address and VAT/tax ID or comparable registration number, where applicable).
2.2 The Customer must provide accurate and complete information and keep it up to date. Coderizo may verify VAT/tax IDs (e.g., via VIES) or use comparable checks. Access credentials must be kept confidential.
2.3 Coderizo may suspend accounts where misuse, fraud or policy violations are suspected.
2.4 The Platform is available to business Customers only; by registering and/or placing an order you represent that you are acting for business purposes. Coderizo may verify business status (e.g., VAT/tax number, company details, public registers, domain-based business email) and may refuse, suspend, or cancel orders and accounts if business status cannot be established or is reasonably disputed.
2.5 The Customer is responsible for actions taken through its Customer Account and for ensuring that only authorized personnel access the Customer Account.
3.1 Displaying Extensions on the Platform is not a binding offer.
3.2 By clicking the “Order with obligation to pay” (or equivalent) button, the Customer submits a binding order; Coderizo accepts by provisioning access and/or sending an Order Confirmation, at which point the contract is formed.
3.3 Coderizo sends an electronic Order Confirmation promptly. Invoicing occurs per Section 5 on the first calendar day of the following month if billable subscriptions exist.
3.4 The binding contract language is English.
3.5 The Platform contracts exclusively with business Customers; consumer cancellation/withdrawal rights do not apply.
4.1 During an active subscription term, Coderizo grants the Customer the Subscription Use Rights: a limited, non-exclusive, non-transferable, revocable right to access the Service and to run the Extension solely via the Service on one (1) Authorized Instance and up to five (5) Non-Production Instances (e.g., development and staging) for the same project. Non-Production Instances must be used solely for testing/integration and not for live commerce. No sale or transfer of intellectual property occurs. No implied rights are granted.
4.2 Title and all intellectual property rights remain with the respective Partner or Coderizo. For included open-source components, the applicable open-source terms govern those components; this does not transfer any broader rights in the Extension. No implied rights are granted.
4.3 Only transient and technically necessary copies may be made under the Subscription Use Rights to load, run, back up, or CI/CD cache the Extension on Authorized/Non-Production Instances; such copies must not be used for any other purpose and must be deleted when no longer necessary. No copyright exploitation rights (including reproduction beyond the above, distribution, public communication, transfer, grant access or rights to third parties, modification or creation of derivative works) are granted, unless mandatorily allowed by applicable law or required by the applicable open-source terms for the OSS part in question.
4.4 The Source Materials are provided solely to enable installation, configuration, security inspection, and deployment of the Extension via the Service on the Authorized Instance and permitted Non-Production Instances. Access to the Source Materials is read-only. The Customer must not publish, distribute, allow third parties to use or access, create derivative works from, or use the Source Materials on any instance other than the Authorized/Non-Production Instances. Configuration files and environment variables may be adapted as necessary for those instances; no code-level changes are permitted except to the extent (i) required by applicable mandatory law or (ii) permitted or required by the applicable open-source terms for an OSS component included in the Extension (and then only for that OSS component, in accordance with those terms). The Customer shall not reverse engineer, decompile, or otherwise attempt to derive source code or underlying ideas of any non-OSS portions of the Extension, except to the limited extent such activity is expressly allowed by applicable mandatory law and cannot legally be waived. Nothing in this Section grants the Customer any rights in or to the non-OSS portions of the Extension beyond the Subscription Use Rights.
4.5 The Customer must protect the Source Materials using industry-standard measures (need-to-know access, no public repositories, no disclosure to third parties). Intermediate build/deployment artifacts must be protected and deleted within a reasonable time after deployment.
4.6 Upon reasonable notice where practicable, Coderizo may implement proportionate eligibility checks solely to verify an active Service term, instance eligibility, and compliance with these GTC. Such checks are limited to what is necessary to enforce these GTC and to protect security, privacy, and confidentiality, will not require access to Customer’s personal data or confidential business data beyond what is necessary for verification, and will be conducted in a commercially reasonable manner. Customer will reasonably cooperate to remediate validated non-compliance before any suspension.
5.1 All prices are exclusive of taxes and public charges. If a purchase is subject to any local tax (e.g., VAT/GST/sales tax/digital services tax), that local tax may be added to the invoice and charged to the Customer.
5.2 The parties acknowledge and agree that all fees are consideration for subscription-based software services (SaaS)—including access, operation, updates, and support—and are not consideration for any grant of copyright or patent exploitation rights or for any transfer of intellectual property. For the avoidance of doubt, the parties intend the Service and any related fees to be characterized as services and not as payments for the grant of exploitation rights in intellectual property.
5.3 The Customer is solely responsible for any self-assessed taxes and withholding/backup withholding that may apply in its jurisdiction. To the extent permitted by law, payments to Coderizo must not be reduced by any withholding or similar deduction. If withholding is required by law, the Customer shall gross up the payment so that Coderizo receives the same amount it would have received if no withholding had applied.
5.4 Upon reasonable request, Coderizo will provide tax/residency documentation (e.g., IRS Form W-9 for U.S. status, or an IRS W-8 series form where applicable), EIN confirmation, and/or tax residency statements to help prevent unwarranted withholding. To Coderizo’s knowledge, Coderizo LLC is not a German tax resident and does not maintain a permanent establishment in Germany in relation to the Service; this statement may be updated from time to time.
5.5 Each Extension includes a one-time 7-day trial from contract conclusion. No subscription fees accrue during the trial; the Customer may cancel in the member area at any time during the trial. The free trial may be limited to one per Customer per Extension.
5.6 After the trial, subscription fees are payable monthly or annually in advance. Invoices are issued on the first calendar day of each month for all active subscriptions. Coderizo is the sole issuer of invoices.
5.7 Accepted payment methods are shown at checkout. Payments are processed via Stripe, Inc. (USA) and/or its European affiliates, as applicable. Payment to Coderizo (via Stripe) discharges the Customer’s payment obligation.
5.8 If the Customer is more than 30 days in arrears, Coderizo may suspend the affected subscriptions until full payment is made. Statutory or contractually allowed late-payment interest and collection costs may apply.
5.9 The Customer may only set off or assert a right of retention with claims that are undisputed or finally adjudicated.
5.10 Fees are payable in the currency shown at checkout. Any foreign exchange, remittance charges, and bank fees (including any taxes payable by law on remittances) are borne by the Customer.
6.1 The minimum term equals the selected billing period per Extension.
6.2 Each subscription renews automatically for the same period unless cancelled in the Customer Account at least one (1) calendar day before the end of the current term.
6.3 Either party may terminate for cause without notice if the other party materially breaches these GTC (including payment default > 30 days or serious Subscription Use Rights violations under Section 4).
6.4 Upon termination/expiry of a subscription, access to the Service ends, and the Customer shall cease deployment of the affected Extension on the Authorized/Non-Production Instances and remove any deployed artifacts within a reasonable period; functionality may be disabled automatically.
7.1 Coderizo warrants that, during an active subscription term, the Service will enable the Extension to substantially perform as described on its Extension page.
7.2 As an initial remedy, Coderizo may (a) instruct the Partner to fix the issue, (b) provide a workaround or update, or (c) assign to the Customer Coderizo’s warranty/indemnity claims against the Partner. If remediation fails twice or is not provided within a commercially reasonable period (not to exceed 30 days from written notice, unless extended by mutual agreement), the Customer may proportionally reduce fees or, for material defects, terminate the affected subscription. Any damages are subject to Section 8.
7.3 Defects should be reported in text form without undue delay; obvious defects within 14 days of first occurrence, latent defects within 14 days of discovery. Where open-source components are involved, the Customer is encouraged to report issues via the relevant project channels (e.g., GitHub); statutory rights remain unaffected.
7.4 To the extent permitted by law, all other warranties are disclaimed. No guarantee is given that Extensions will be error-free or fit for a particular purpose. Compatibility depends on the Customer’s Shopware version, environment and third-party components; upgrading/downgrading Shopware may require updates not covered by legacy versions.
7.5 Support (channels/response) is provided as part of the Service as shown on the Extension page; updates/bug fixes/security patches are delivered through the Service.
8.1 To the maximum extent allowed by law, neither party is liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or data, even if advised that such damages could occur.
8.2 Except for amounts that are due and payable, each party’s total aggregate liability arising out of or related to the agreement will not exceed the fees paid or payable by the Customer to Coderizo for the affected Extensions during the twelve (12) months before the event giving rise to the claim. This cap applies regardless of the form of action or theory of liability, whether in contract, tort (including negligence), strict liability, or otherwise.
8.3 The limitations above do not apply to liability that cannot be excluded by law (including for death or personal injury caused by negligence), to breaches of confidentiality or data protection where such liability cannot be excluded, or to a party’s willful misconduct or fraud. In addition, the liability cap in Section 8.2 does not apply to Customer’s direct damages arising from a final, non-appealable adjudication of Coderizo’s willful infringement of intellectual property in the Extension.
9.1 The Customer shall not use the Platform or Extensions to violate applicable law, infringe third-party rights, or distribute malware/spam.
9.2 Coderizo operates a notice-and-takedown process (including a DMCA policy and a repeat-infringer policy). Details and the Designated Agent are available in the Imprint/Legal Notice. Coderizo may remove or disable content and suspend accounts in accordance with those policies.
9.3 Export control and sanctions.
(a) The Customer represents, warrants and undertakes that it and anyone acting on its behalf in connection with the Service (including Users and Affiliates): (i) comply with applicable export control and sanctions laws (including those of the U.S., EU and UK); (ii) are not listed on, owned or controlled (≥50%) by, or otherwise associated with, any sanctioned/restricted party (including lists administered by OFAC, the EU, UK HMT, or the UN); and (iii) are not located in, organized under the laws of, or ordinarily resident in any comprehensively sanctioned jurisdiction. The Customer will not export, re-export, transfer, or use the Extensions or Source Materials in violation of such laws and will obtain any required governmental authorizations before doing so.
(b) The Customer will promptly (within 5 Business Days) notify Coderizo in writing if any representation in Section 9.3(a) becomes inaccurate or if the Customer intends to export/re-export to a restricted destination or end-user.
(c) The Customer will ensure that its Users and Affiliates comply with this Section 9.3 and is responsible for their breaches.
(d) Coderizo may suspend or terminate access to the Service or Extensions where it reasonably believes a breach of this Section 9.3 has occurred or may occur. Coderizo is not liable for such suspension/termination.
9.4 The Customer shall restrict access on a need-to-know basis and must not upload, expose or provide Source Materials to public repositories or AI systems (including for training, fine-tuning or evaluation).
9.5 The Customer shall not publish, distribute, resell, allow third parties to use or access, or otherwise make available the Extension or Source Materials to third parties, except as technically necessary to run the Extension on the Authorized/Non-Production Instances.
10.1 Coderizo processes personal data for contract execution, account administration and payment handling in accordance with applicable data-protection laws; details are set out in the Privacy Policy.
10.2 Payments are processed via Stripe (including Stripe, Inc., USA) as described in the Privacy Policy; Stripe may act as processor and/or as an independent controller for compliance and risk purposes.
10.3 To the extent an Extension processes data in the Customer’s own Shopware environment or connects to Partner services, the Customer and/or the relevant Partner act as independent controllers for such processing.
10.4 Where Coderizo processes personal data as a processor on behalf of the Customer, the parties shall enter into Coderizo’s Data Processing Addendum (DPA) (including applicable transfer mechanisms) available on the Platform, which forms part of these GTC upon execution. In case of conflict between these GTC and the DPA for processing activities in scope of the DPA, the DPA prevails. Coderizo may engage subprocessors as set out in the DPA or on the Platform.
11.1 Coderizo may make reasonable changes to the Platform or Extensions. During an active subscription term, Coderizo will not materially reduce core functionality of the purchased Extension, except where required for security, legal or regulatory reasons; material changes will be announced in advance where practicable.
11.2 Neither party is liable for failure or delay caused by events beyond its reasonable control (force majeure), including without limitation natural disasters, epidemics/pandemics, war, terrorism, labor disputes, governmental action, widespread Internet, cloud, CDN or hosting outages not caused by a party, and failures of third-party services. Payment obligations that fell due before the force majeure event remain unaffected. Each party will use commercially reasonable efforts to mitigate the effects. If a force majeure event continues for 30 consecutive days, either party may terminate the affected subscription(s) on written notice without liability other than fees accrued before termination.
12.1 Coderizo provides an easily accessible online form for notices of illegal content or rights infringement. Notices must include: (i) a sufficiently substantiated explanation of why the content is illegal or infringes rights, (ii) a clear URL and location, (iii) name and email of the notifier, and (iv) a good-faith statement of accuracy. Upon action, Coderizo issues a statement of reasons pursuant to Article 17 DSA and, where applicable, submits it to the public database.
12.2 While we provide the notice form and statements of reasons, our platform presently benefits from the micro/small-enterprise exclusions in DSA Art. 19 (Section 3) and Art. 29 (Section 4). If our status changes, we will enable the corresponding systems and update these GTC.
13.1 Coderizo may amend these GTC for good cause (including legal, security, or product changes) provided the changes are reasonable for the Customer.
13.2 Changes will be notified by email and in-app at least 30 days before taking effect. If the Customer does not object within 14 days, the changes are deemed accepted for future periods. Changes do not apply retroactively and will only govern periods after their effective date. Where changes materially disadvantage the Customer, the Customer may terminate the affected subscription effective at the end of the current term.
14.1 These GTC and any non-contractual obligations arising out of or in connection with them are governed by the laws of the State of Florida, USA, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
14.2 The exclusive jurisdiction and venue for all disputes arising out of or in connection with these GTC shall be the state and federal courts located in Pinellas County, Florida, USA. Each party consents to personal jurisdiction and waives objections to venue and forum non conveniens.
14.3 This choice of law and venue does not limit the application of any mandatory non-waivable laws that apply irrespective of contract (e.g., GDPR, the EU Digital Services Act), to the extent they are applicable to the parties’ activities.
14.4 Assignment and subcontracting: Coderizo may use subcontractors (including Partners) and may assign these GTC in connection with a merger, acquisition or sale of assets; this will not release Coderizo from its contractual obligations. The Customer may not assign without Coderizo’s prior written consent, except to an affiliate or in connection with a permitted corporate reorganization.
14.5 If any provision is or becomes invalid, the remaining provisions remain in full force and effect.
14.6 These GTC are in English; translations are for convenience only. In case of conflict with a translation, English controls.
14.7 In case of conflict, these GTC prevail over Partner terms except where applicable open-source terms mandatorily govern a specific OSS component. Use of OSS components does not grant the Customer any rights to the non-OSS portions of the Extension.
14.8 Notices under these GTC must be in writing and sent by email to the contact addresses specified in the Customer Account and to contact@coderizo.com (or updated addresses notified by a party). Notices are deemed received when sent, provided the sender does not receive an automated failure or bounce-back within 24 hours. If sent outside local business hours or on a non-Business Day, receipt is deemed to occur at 9:00 a.m. at the recipient’s primary business location on the next Business Day. This deemed-receipt rule does not apply to service of process.
14.9 Sections that by their nature should survive termination will survive, including 1.3, 1.5, 4.2–4.5, 5, 7.4–7.5, 8, 9, 10.3–10.4, 11.2, 13, and 14.1–14.14.
14.10 These GTC together with the Customer’s Order Confirmation and any DPA constitute the entire agreement. In case of conflict: the DPA (for processing activities) prevails over the Order Confirmation, which prevails over these GTC, except as mandated by applicable open-source terms for specific components.
14.11 Coderizo may reference the Customer’s name and logo as a customer on the Platform and in marketing materials, subject to the Customer’s prior consent (which may be withdrawn at any time).
14.12 Coderizo may use any suggestions, enhancement requests, or other feedback provided by Customer without restriction and without any obligation to Customer.
14.13 No third-party beneficiaries. These GTC create no rights in any third party, except as expressly stated.
14.14 A failure or delay in exercising any right under these GTC does not operate as a waiver of that right; a waiver must be in writing and is effective only for the specific instance.