B2B Terms of Service

These Terms are offered by admorris GmbH, Eduard-Bodem-Gasse 2, 6020 Innsbruck, Austria, company register number FN 610372g, Landesgericht Innsbruck, VAT ID ATU79789668 ("admorris", "HYPRCART", "we", "us" or "our").

HYPRCART is provided exclusively to entrepreneurs and legal entities acting in the course of business. It is not offered to consumers. By accepting an Order or using a customer workspace, the person acting for the customer confirms that it has authority to bind that customer and that the customer is not acting as a consumer.

These Terms apply to the hosted commerce platform, administrative tools, storefront, APIs, integrations, add-ons, marketplace functions, support and related services described in an accepted order form, online checkout or service description (each an "Order").

Plan, add-on, usage and marketplace information displayed on the website or in the service is an invitation to submit an Order, not a binding offer by us. The Customer submits a binding subscription Order through checkout, by signing an order form, or through another ordering process we provide.

The contract begins when we accept the Order by confirmation, account activation or countersignature. Only the plan, add-ons, usage allowances and marketplace functions stated in the accepted Order are included. An Order may contain additional service, minimum-term, support or usage terms.

Self-service checkout presents these Terms and the incorporated Data Processing Agreement before the Customer submits a binding subscription Order. By expressly accepting the Terms, the Customer also accepts the DPA. We may retain the associated account, time and document version as evidence of electronic acceptance.

In case of conflict, the following order of precedence applies:

1. the signed or electronically accepted Order and any negotiated special terms;
2. the Data Processing Agreement for personal-data matters;
3. these Terms; and
4. the Acceptable Use Policy, Email Policy and service documentation.

Customer purchasing terms do not apply unless we expressly accept them in writing.

We grant the Customer a limited, non-exclusive, non-transferable right during the contract term to use HYPRCART for its internal business and commerce operations in accordance with the Order. The Customer may authorise staff and contractors within ordered limits and remains responsible for them.

The Customer must provide accurate information, protect credentials, use individual accounts, apply least-privilege permissions, promptly remove former users, and notify us of suspected compromise. We may rely on instructions submitted through authorised accounts. Account sharing, credential resale and bypassing technical limits are prohibited.

The Order states the plan, add-ons, included usage, billing period, minimum term and prices. Unless the Order states otherwise, public B2B prices exclude VAT and other taxes. The Customer is responsible for taxes other than taxes on our net income.

When recurring payment through Stripe is selected, the Customer authorises the stated fees to be charged for each billing period until valid cancellation. Failed or late payments may lead to reasonable reminders, statutory interest, recovery costs and suspension after notice. Usage exceeding an ordered allowance may be limited or billed at the stated overage rate, but no unpublished charge applies.

Plan changes, renewals, cancellation rights and any price-change notice period will be shown in the Order or checkout before purchase. Switching assistance is governed by Section 16 and our Data Portability Policy.

The Customer is the seller, merchant of record and responsible economic operator for goods and services offered through its storefront unless an Order expressly states otherwise. The Customer is solely responsible for:

• product legality, safety, conformity, warnings, traceability, recalls and required documentation;
• accurate product, price, availability, environmental and promotional information;
• consumer information, withdrawal, warranty, accessibility and dispute-handling obligations;
• tax, invoicing, payment-method, sanctions, export and sector-specific compliance;
• its privacy notices, consents, cookie configuration and lawful processing instructions;
• Customer Content, domains, communications, apps, integrations and recipients; and
• final review of imported, generated, translated or AI-assisted output before publication or action.

HYPRCART supplies technical tools and does not become the manufacturer, importer, distributor, seller or owner of the Customer's products merely by hosting or processing commerce data.

The Customer must comply with the Acceptable Use Policy and, when sending email through HYPRCART, the Email Policy. We may investigate abuse, restrict illegal content or functionality, preserve evidence, and suspend affected access when reasonably necessary to protect users, the service or third parties, or to comply with law.

Where the Digital Services Act applies to hosted Customer Content, our restriction grounds include illegality, policy breach, security risk, deception and infringement of third-party rights. We may use automated signals and human review. We will provide a statement of reasons and complaint route where legally required. Notices may be submitted through our Illegal Content Notice process.

HYPRCART may interoperate with payment providers, identity providers, Customer-enabled apps, APIs and other third-party services. Third-party terms and privacy notices apply directly between the Customer and that provider where stated. We are not responsible for a third party's service, content or changes, and the Customer authorises us to exchange data with services it enables.

An app marketplace, payment product or other regulated feature may require supplemental terms, seller/developer verification, fees and platform rules. No such function is included until it is made available and ordered.

We and our licensors retain all rights in HYPRCART, its software, documentation, designs, APIs and service-derived know-how. No source-code, trademark or ownership right is transferred. Feedback may be used without restriction or payment, provided we do not identify the Customer publicly without permission.

The Customer retains its rights in Customer Data and Customer Content. It grants us the limited rights necessary to host, copy, transmit, transform, index, display and otherwise process that material to provide, secure, support and improve the ordered service. We may use aggregated or irreversibly anonymised information that no longer identifies the Customer or any person.

The Customer warrants that it has the rights and lawful basis needed for Customer Content and Customer Data and our instructed processing of them.

Each party will protect non-public business, technical and commercial information received from the other, use it only for the contract, and disclose it only to personnel and providers who need it and are bound to confidentiality. These duties do not apply to information that is public without breach, already lawfully known, independently developed, or lawfully received from another source.

If disclosure is legally required, the receiving party will, where lawful, give advance notice and limit disclosure. Trade-secret confidentiality survives for as long as the information remains a trade secret; other confidentiality duties survive for three years after contract end.

The Data Processing Agreement applies automatically if HYPRCART processes Customer Personal Data on the Customer's behalf. Each party must maintain security appropriate to its responsibilities.

Unless an Order includes a service level, HYPRCART is provided without a guaranteed uninterrupted availability level. Maintenance, security response, third-party failures and force majeure may affect access. We may make reasonable changes to keep the service secure, compliant and technically current, provided we do not materially remove paid core functionality during a committed term without an appropriate remedy.

Preview, beta and experimental functions may be changed or withdrawn, may contain errors and must not be used for safety-critical or legally time-critical operations. The Customer must maintain proportionate business-continuity procedures and export or back up data that is critical to its operations.

Software, including software supplied as a service, may fall within the harmonised EU product-liability framework for products placed on the market or put into service from 9 December 2026. HYPRCART therefore maintains software lifecycle, access, vulnerability and update controls appropriate to its role. Customers must install or accept security updates where they control deployment, follow security notices, and not make unauthorised modifications that undermine safety.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded, including liability to an injured person under the Austrian Product Liability Act or Directive (EU) 2024/2853 as transposed. Contractual allocation of responsibility for Customer products does not prejudice mandatory rights of injured persons.

We warrant that paid core services will substantially conform to their applicable documentation when used as agreed. The Customer must describe reproducible defects promptly and provide reasonable cooperation. Our primary remedy is, at our option, correction, workaround, re-performance or replacement. If a material defect cannot be remedied within a reasonable period, the Customer may proportionately reduce the affected fees or terminate the materially affected service.

To the maximum extent permitted in B2B dealings, warranties are excluded for free, trial, preview or beta functions and for issues caused by Customer Content, unsupported environments, Customer or third-party changes, misuse, external services, or failure to follow documentation. We do not warrant that every error can be corrected or that the service will meet unstated requirements.

We are liable without limitation for intentional misconduct; death or personal injury caused by our fault; liability under mandatory product-liability law; and any other liability that cannot lawfully be excluded or limited. Liability for extreme gross negligence equivalent to intent is not limited.

For ordinary gross negligence, our aggregate liability arising from all events in a contract year is limited to the net fees paid or payable for the affected services in the 12 months before the event. If the event occurs during the first 12 months, the cap is the net fees paid or payable for the initial 12-month subscription period. For slight negligence, we are not liable to the maximum extent permitted by law, except for personal injury and other mandatory liability.

To the maximum extent permitted by law, we are not liable for indirect or consequential loss, lost profit, revenue, savings, goodwill, business interruption, loss of data that could reasonably have been backed up, replacement procurement, or third-party claims against the Customer. These exclusions do not apply where the preceding unlimited-liability paragraph applies.

The Customer must take reasonable steps to prevent and mitigate loss. Statutory burdens of proof remain unchanged except where B2B law permits a different allocation. The limitations apply equally to our officers, employees, affiliates and providers.

The Customer will defend and indemnify us against third-party claims, regulatory costs, damages and reasonable legal fees arising from Customer products, Customer Content, unlawful Customer instructions, Customer communications, or the Customer's breach of Sections 6–9, except to the extent caused by our breach or fault. We will notify the Customer promptly, allow it reasonable control of the defence, and provide cooperation at its cost. No settlement may admit our fault or impose a non-monetary duty on us without consent.

Customers may retrieve exportable Customer Data and request switching assistance as described in the Data Portability Policy. Where the EU Data Act applies, the contract will support switching, a transition period, functional equivalence within our responsibility, a retrieval period and deletion in accordance with mandatory law.

Export does not include our trade secrets, security data, internal operational data, platform source code, third-party materials we cannot transfer, or data that cannot lawfully be disclosed. We will protect such exclusions without using them to prevent an effective lawful switch.

Either party may terminate for material breach not cured within 14 days after notice, or immediately where cure is impossible, insolvency law permits, continued service would be unlawful, or a severe security or abuse event requires urgent action. We may suspend only the affected access where reasonably practical and restore it after the cause is remedied.

Ordinary cancellation and renewal follow the Order. On termination, access ends, unpaid fees become due, and the Customer should export its data. We will provide at least the applicable retrieval period, then delete or anonymise Customer Data subject to legal retention, backup cycles and the DPA. Terms intended by their nature to survive—including payment, confidentiality, IP, liability and dispute terms—survive.

We may update these Terms for future customers at any time. For an existing paid contract, materially adverse changes take effect at renewal or after reasonable prior notice, unless an earlier change is required by law or security. If an adverse mid-term change materially reduces the service and the Customer objects before it takes effect, the Customer may terminate the affected service as its exclusive remedy.

Contract notices may be sent to the account or Order contact by email; operational notices may also appear in the service. Assignment requires the other party's consent, not to be unreasonably withheld, except that either party may assign to an affiliate or in a merger or sale of substantially all relevant assets.

Austrian law applies, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. The courts with subject-matter jurisdiction in Innsbruck, Austria, have exclusive jurisdiction for B2B disputes. Mandatory law and either party's right to seek urgent injunctive relief remain unaffected. If a provision is invalid, the remainder continues and the statutory rule closest to the commercial purpose applies.