This purchase is regulated by the below terms and conditions for purchasing services from Merchant Group AS. The terms regulate the contractual relationship between Merchant Group AS and the customer for the purchase of Shopify-related services, including but not limited to online store development, design, integrations, migration, application development, and payment setup.
The terms are primarily designed for business customers. Under circumstances where a consumer (a private individual acting outside of business activities) enters into an agreement with Merchant Group AS, the non-negotiable rights pursuant to the Consumer Purchases Act, Right of Withdrawal Act, and other relevant consumer legislation also apply, cf. Section 13.
The laws are available at www.lovdata.no. The terms of this agreement shall not be understood as any limitation of the statutory rights, but establish the parties' most important rights and obligations for the trade.
By accepting an offer or entering into a written agreement with Merchant Group AS, the buyer confirms having read and understood these terms.
1. The Agreement
The agreement consists of these terms and conditions of purchase, information provided in offers or order confirmations, and any specifically agreed terms. In the event of conflict between the information, what has been specifically agreed between the parties shall prevail, provided it does not conflict with mandatory legislation.
The agreement will also be supplemented by relevant statutory provisions regulating the purchase of services between businesses, as well as between businesses and consumers where applicable.
2. The Parties
The seller is Merchant Group AS, Bryggen 3, 5003 Bergen, hei@merchant.no, +47 94 44 22 92, organization number 931 966 022, and is referred to hereinafter as seller/the seller.
The buyer is the business or consumer who enters into an agreement for the purchase of services, and is referred to hereinafter as buyer/the buyer.
3. Conclusion of Agreement
The agreement is deemed concluded when the buyer has accepted the seller's offer in writing, either via email, signed order confirmation, or other written confirmation. The seller's offer is valid for 14 days from the date of issue, unless otherwise specified.
The agreement is nevertheless not binding if there have been clerical or writing errors in the offer from the seller, and the buyer realized or should have realized that such an error was present.
Changes to the assignment must be entered into in writing, but may be agreed upon per email. Work exceeding the agreed scope is treated as a change order in accordance with Section 6.
4. Services
The seller's services include, among other things:
Development and setup of Shopify online stores, including turnkey solutions
Migration from other platforms (WooCommerce, Magento, Wix, etc.) to Shopify
Design and theme customization, including conversion rate optimization
Custom app development for Shopify
Setup of payment integrations (Vipps, MobilePay, Klarna, Shopify Payments, Swish, Visa/Mastercard, etc.)
Shipping and system integrations (Bring, PostNord, Fiken, Tripletex, etc.)
Consulting, CRO analysis, and technical support
The specific content of the delivery is stated in the currently applicable offer or order confirmation. The seller only delivers what is described in the agreement document.
In addition to the seller's remuneration, monthly costs may incur directly to third-party providers (e.g. Shopify, apps, integrations). These are invoiced directly from the respective providers to the buyer and are not included in the seller's price.
5. Price and Payment
The stated price for the services is the total consideration the buyer shall pay to the seller. For businesses, prices are stated exclusive of value added tax (VAT), unless explicitly stated otherwise. The applicable VAT rate is added in accordance with Norwegian tax legislation. Additional costs that the seller has not informed about before the purchase shall not be borne by the buyer.
5.1 Methods of Payment
The seller accepts payment via invoice and card. The payment schedule and due dates are specified in the individual offer. Standard payment terms are:
Invoice: 14 days from invoice date
Card payment: payment is registered upon ordering
The payment schedule for fixed-price projects specifies the distribution between prepayment and final payment upon handover. The assignment is not initiated until the seller has received payment in accordance with the agreed payment schedule.
5.2 Late Payment
If the buyer fails to pay by the due date, the seller may:
Suspend execution of the assignment with immediate effect upon written notice
Give the buyer a reasonable grace period (at least 5 business days) for payment
Terminate the agreement upon material breach of payment if the grace period is not met
Claim interest for late payment in accordance with the Late Payment Interest Act
Send the claim to debt collection after prior notice
5.3 Price Adjustment due to Changed Scope
All prices in offers are based on information and requirements specifications known at the time of the offer. Changes in scope uncovered along the way entitle the seller to a price adjustment based on a written change order, cf. Section 6.
6. Change Orders
If the buyer desires changes or additions beyond the agreed scope, this shall be treated as a change order. The seller will evaluate the change request and provide the buyer with a written price offer for the extra work before the work commences. The seller is not obligated to perform work outside the agreed scope before the change order is accepted in writing.
Change orders are invoiced separately, either as a fixed price based on a separate offer, or on an hourly rate basis. If change orders cause delays in the delivery schedule, the seller will inform about the new estimated delivery time. Such delays are not considered defaults on the seller's part.
7. Delivery Time and Progress
The estimated delivery time is specified in the order confirmation. The seller is obliged to notify the buyer without undue delay if delays arise. Delays caused by the buyer's lack of cooperation, third-party providers, or other circumstances beyond the seller's control, entitle the seller to a corresponding extension of the delivery time and are not considered a breach of contract.
8. Customer Cooperation
A successful assignment requires the buyer's active cooperation. The buyer is obliged to:
Deliver necessary materials, content, product images, access permissions, and information within the agreed deadlines
Provide the seller with necessary access permissions to the Shopify account, domain, and other relevant systems
Appoint a contact person with decision-making authority who will be the seller's primary point of contact
Provide written feedback on milestones and deliveries within 5 business days, unless otherwise agreed
Ensure that content and materials delivered to the seller do not infringe upon third-party rights, including copyright, trademark law, and privacy
If the buyer does not deliver the necessary materials or feedback within the agreed deadline, the project's delivery time will be deferred accordingly. Such delays do not release the buyer from the payment obligations. Extra work resulting from lack of cooperation may be invoiced on an hourly basis at the applicable hourly rate.
9. Approval and Handover
When the seller considers the assignment or a subproject to be completed, the buyer receives a written email notification that the delivery is ready for review. This email marks the time of handover.
The buyer has five (5) business days from receipt of the notification to review the delivery and provide written feedback. The feedback must contain a specific description of any defects or deviations from the agreed scope. If the buyer does not provide feedback within the deadline, the delivery is deemed approved.
Feedback concerning functionality or elements outside the originally agreed scope is not considered a defect and is treated as a change order according to Section 6.
10. Warranty Period and Bug Fixing
Following approved handover, a warranty period of fourteen (14) calendar days applies. During this period, the seller rectifies free of charge errors and defects directly linked to the agreed scope.
By "error/bug" is meant functionality that does not work as described in the assignment scope. Circumstances due to changes made by the buyer or third parties, updates from third-party providers (including Shopify), or requests for new functionality beyond what was agreed, are not covered by the warranty.
Bug fixing beyond the warranty period, as well as changes and improvements not covered by the warranty, are billed at the applicable hourly rate.
11. Intellectual Property Rights
The buyer receives a non-exclusive, perpetual right of use to all custom work performed by the seller in connection with the assignment, provided the assignment is paid for in full. Upon termination of the agreement, full ownership and administrative access to solutions developed during the assignment are transferred to the buyer, provided all outstanding payment obligations have been met.
The seller retains all rights to proprietary solutions, templates, code snippets, tools, and methods owned or developed by the seller independently of the assignment. Such assets can be freely reused in connection with other assignments and clients.
Third-party software, apps, and themes (including Shopify themes purchased from third parties) are subject to the respective providers' license terms. The buyer is responsible for holding valid licenses for such software.
The seller reserves the right to reference the project in its portfolio and marketing, unless the buyer explicitly opts out in writing.
12. Claims and Defects
If there is a defect in the service, the buyer must within a reasonable time after it was discovered or should have been discovered, give the seller written notice of claiming the defect. By "defect" is meant a deviation from what is described in the order confirmation for which the seller is responsible.
Changes to Shopify's platform, App Store, or third parties' APIs after the time of delivery are not considered defects.
In the event of a justified claim, the seller has the right and obligation to remedy the defect within a reasonable time. The seller initially has the right to two remedial attempts for the same defect. Claims should be made in writing, e.g., by email.
The claim deadline for business customers is 3 months after approved delivery, unless otherwise agreed. Consumers have the rights set out in the Consumer Purchases Act and the Craft Services Act, cf. Section 15.
13. Seller's Rights in Event of Buyer's Default
If the buyer fails to pay or fulfill other obligations under the agreement, and this is not caused by the seller, the seller may, depending on the circumstances, withhold work, demand fulfillment of the agreement, terminate the agreement, and claim damages from the buyer.
13.1 Fixed-Price Contracts
Accepted fixed-price projects cannot be canceled. If the buyer no longer wishes the seller to perform all or parts of an ongoing project, the buyer is still obliged to pay the full agreed total amount.
13.2 Ongoing Services
Agreements for ongoing services may be terminated by either party with 3 months' written notice, unless otherwise agreed. For ongoing assignments, the buyer may request the seller to halt work, but is then responsible for payment of all work performed up to the time of suspension.
13.3 Repeated Out-of-Scope Requests
If the buyer repeatedly requests work outside the agreed scope, the seller reserves the right to suspend or terminate the assignment after written notice. By "repeatedly" is meant five (5) or more documented instances where the buyer has been notified in writing that the request lies outside the scope.
14. Limitation of Liability
The seller's liability for damages is limited to documented direct costs incurred by the buyer as a result of a breach of contract. Under no circumstances is either party liable for indirect loss, consequential loss, lost revenue, or operational loss.
The seller's maximum liability for damages is limited to NOK 50,000 per damage event, or the invoiced total amount for the assignment in question, whichever is lower.
The seller is not liable for operational interruptions caused by Shopify, payment providers, or other third parties, changes to Shopify's platform or guidelines, losses caused by the buyer's own errors or unauthorized changes, or security incidents at Shopify or other platform providers.
The limitation of liability does not apply in the event of gross negligence or willful misconduct on the seller's part.
Note: For consumers, limitations of liability may be restricted by mandatory consumer legislation. See Section 15.
15. Special Rules for Consumers
This section applies solely where the buyer is a physical person purchasing services for personal use and not for business activities.
15.1 Right of Withdrawal
Consumers generally have a 14-day right of withdrawal from the conclusion of the agreement, pursuant to the Right of Withdrawal Act. However, the right of withdrawal does not apply if the service has been fully performed, and the seller has informed that the right of withdrawal lapses upon full completion, and the consumer has consented to the work commencing and accepted that the right of withdrawal lapses.
The withdrawal deadline is deemed met if notice is sent before the expiry of the deadline. The buyer bears the burden of proof that the right of withdrawal has been exercised, and the notice should be sent in writing (email or letter) to hei@merchant.no.
The withdrawal period is extended to 12 months after the expiry of the original deadline if the seller has not provided sufficient information about the right of withdrawal upon entering into the agreement.
15.2 Complaints
Consumers have statutory rights under the Consumer Purchases Act and the Craft Services Act. The buyer has always filed a complaint in time if it happens within 2 months from when the defect was discovered or should have been discovered. Complaints can be made at the latest two years after the delivery of the service.
15.3 Dispute Resolution for Consumers
Complaints are put forward to the seller within a reasonable time. The parties shall attempt to resolve any disputes amicably. If this is not successful, the consumer can contact the Norwegian Consumer Authority for mediation at www.forbrukertilsynet.no or phone 23 400 600.
The European Commission's dispute portal can also be used, particularly for consumers residing in another EU country: http://ec.europa.eu/odr.
16. Confidentiality
Both parties commit to keeping confidential all information received from the other party in connection with the assignment that is not publicly available. By "confidential information" is meant all information that is not public, and which the receiving party knew or should have understood was important for the other party to keep secret.
The seller will not share the buyer's business information, technical solutions, or customer data with third parties without explicit written consent, except as required for the execution of the assignment. The duty of confidentiality applies during the agreement period and for two (2) years after the termination of the agreement.
17. Privacy Policy
Merchant Group AS is the data controller for personal data collected in connection with assignments and customer relationships. Personal data is processed in accordance with the Personal Data Act and the GDPR.
Collected personal data is only used for executing the agreement, billing, communication regarding the assignment, and fulfilling statutory requirements. Personal data is only shared with third parties when necessary to carry out the assignment. The seller does not sell personal data to third parties.
When processing personal data on behalf of the buyer, a separate data processor agreement is entered into. The buyer is responsible for securing a lawful basis of processing towards all involved individuals.
The buyer has the right to access, rectify, and delete their own personal data under GDPR Articles 15-17. Inquiries should be sent to hei@merchant.no.
18. Force Majeure
A party cannot claim breach of contract or demand compensation for the consequences of a force majeure event if the event is beyond the party's control and the party could not reasonably have foreseen it at the time of entering into the agreement. This includes, among other things, natural disasters, war, strikes, pandemics, and government decisions.
A party affected by force majeure is obliged to notify the other party without undue delay. If the situation persists for more than two (2) months, either party may terminate the agreement with one month's written notice without liability for damages.
19. Governing Law and Dispute Resolution
These terms are governed by Norwegian law. Where the agreement does not regulate matters, general Norwegian contract law rules apply.
Disputes between the seller and business customers shall first be sought resolved through negotiations. If the parties do not reach an agreement within 60 calendar days of the first written inquiry, the dispute may be brought before the ordinary courts with Bergen District Court as the legal venue.
For consumers, Section 15.3 applies to dispute resolution.
20. Miscellaneous Provisions
This agreement constitutes the complete agreement between the parties and replaces all prior agreements and negotiations regarding the same matter. Changes to the agreement must be in writing and approved by both parties. The agreement cannot be assigned to third parties without the written consent of the other party. If one or more provisions of the agreement are invalid, this does not affect the validity of the remaining provisions.
21. Changes to the Terms of purchase
Merchant Group AS reserves the right to change these terms of purchase. The current version is always available at www.merchant.no and will clearly state the version date. For ongoing agreements, the terms that applied upon concluding the agreement will apply, unless the buyer explicitly accepts updated terms.
Contact Information
Questions related to these terms of purchase should be addressed to:
Merchant Group AS Email: hei@merchant.no Phone: +47 94 44 22 92 Address: Bryggen 3, 5003 Bergen, Norway Website: www.merchant.no