Terms of Service

The provider of the Shopify app “GiftLink” (the “App”) is:

Timmgard GmbH

Kurhausstraße 78a

53773 Hennef

Germany

Commercial Register: HRB 17527 (Amtsgericht Siegburg)

VAT ID: DE359202464

Authorised Representative: S. Timm

Email: [email protected]

Contact form: https://tg-ai.de/en/kontakt

(the “Provider”)

These Terms, version 1.0 of 12 August 2026, apply to all contracts on the use of the App between the Provider and the operator of the Shopify store in which the App is installed (the “Merchant”).

The offering is directed exclusively at entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law. Consumers (§ 13 BGB) are excluded as contracting parties. By installing the App, the Merchant confirms that it is acting in the exercise of its trade, business, or profession.

These Terms apply exclusively. Deviating, conflicting, or supplementary terms of the Merchant become part of the contract only if and to the extent that the Provider has expressly agreed to them in text form. This also applies where the Provider performs without reservation while aware of conflicting terms.

The App is a software-as-a-service solution that supports Shopify merchants with influencer gifting, i.e. giving product gifts to influencers and creators. The scope of services includes in particular:

• Creation of gift links in the Shopify admin, which the Merchant sends to influencers/creators (optionally by email dispatch from the App)

• A public redemption form: the influencer selects products and redeems the gift link; the App then creates an order with an order value of EUR 0.00 in the Merchant’s shop via the Shopify Admin API, which runs through the Merchant’s regular fulfilment process

• An optional approval queue: redemptions can require the Merchant’s manual approval before the order is created

• A creator CRM: per-creator notes, records of delivered content (content links), and manually maintained reach figures

• Optional personal follower discount codes and matching of orders placed with them (attribution)

• Transactional emails (gift link delivery, approval/rejection notifications, an optional order confirmation, notifications to the Merchant)

• An optional support chat between Merchant and Provider inside the Shopify admin

The App is a technical and organisational tool for handling influencer gifting. It is not a compliance solution and has no connection whatsoever with statutory withdrawal obligations (such as the withdrawal button under § 356a BGB). The Provider owes the technical provision of the App, not any particular marketing success, reach, or conduct of the influencers (in particular no publishing or posting behaviour). The App does not relieve the Merchant of the Merchant’s own statutory obligations; Sections 4 to 6 remain unaffected.

The App requires an active Shopify store and depends on the availability of the Shopify platform, its interfaces (APIs), and the Shopify App Store. If Shopify changes its platform or interfaces, the Provider will adapt the App within a reasonable period, insofar as this is technically possible and economically reasonable.

The contract is concluded when the Merchant installs the App via the Shopify App Store, at the latest upon first use of the App.

The use of the Shopify platform and the Shopify App Store is additionally governed by Shopify’s own terms; those are not part of this contract and remain unaffected by these Terms.

The App is a technical tool for the standardised handling of influencer gifting. The Provider does not render legal services within the meaning of § 2(1) of the German Legal Services Act (RDG) and provides no tax advice within the meaning of the German Tax Advisory Act (StBerG), and in particular performs no legal or tax review of individual cases - for example regarding advertising labelling, usage rights to influencer content, or the tax treatment of benefits in kind.

The provision of the App, its functions and texts, and all information materials of the Provider (including website, blog, and support responses) does not constitute legal or tax advice and does not replace it. Reports and exports generated by the App (including the documentation of the merchandise value) are documentation aids only.

It is the Merchant’s responsibility to obtain qualified advice - in particular from a lawyer or a tax advisor - in individual cases and in cases of doubt. The Merchant remains solely responsible for the legal admissibility, accuracy, and completeness of the texts and agreements used in the Merchant’s store and influencer cooperations and for the fulfilment of the statutory obligations incumbent on the Merchant.

No guarantee or assurance is given that the specific use in the Merchant’s business is “warning-proof” (abmahnsicher) or legally compliant, as this could only be assessed through a legal review of the individual case. The legal compliance of the Merchant’s business and its protection against cease-and-desist warnings are not an agreed characteristic (Beschaffenheit) of the App and are not the subject of a guarantee within the meaning of Section 12(1).

Final responsibility for the legally compliant configuration and use of the App and for the design of the influencer cooperations rests with the Merchant. The Merchant is in particular responsible for:

• Selecting the influencers/creators and designing the substance of the cooperations, including the related agreements.

• Fulfilling the Merchant’s own data protection obligations as controller for the influencer data (see Section 14): informing the influencers about the data processing, obtaining any required consents, and concluding the Provider’s data processing agreement (https://tg-ai.de/en/dpa/gift-link). The App links the privacy policy configured by the Merchant in the redemption form; the Merchant is responsible for its content.

• Complying with the policies of the respective social media platforms (e.g. Instagram, TikTok, YouTube) in the context of the influencer cooperations.

• Correctly and completely configuring the App, in particular accurate product, shipping, and sender details as well as a functioning fulfilment process and email dispatch.

• Properly accounting for and treating for tax purposes the orders with an order value of EUR 0.00 created via the App and the associated transfers of goods (see Section 6).

• Making the substantive decision on redemptions in the approval queue; requests not decided on within 30 days are rejected automatically.

• Reviewing and maintaining the content and details recorded in the creator CRM.

If the Merchant breaches these obligations, resulting disadvantages (e.g. cease-and-desist warnings, fines, or tax disadvantages) are not attributable to the Provider.

(1) Taxes and benefits in kind: Goods gifted via the App may be relevant for tax purposes as a benefit in kind for the recipient. The Merchant is solely responsible for the tax treatment of the gifting transactions, in particular any flat-rate taxation (e.g. under § 37b of the German Income Tax Act (EStG)), business expense and VAT matters, and record-keeping and reporting obligations. The App merely documents the merchandise value of the gift (merchandiseValue) as a documentation aid; no tax assessment, calculation, or advice is owed.

(2) Advertising labelling: Influencer publications induced by gifting may be subject to labelling requirements as commercial communication (prohibition of covert advertising, including § 5a(4) of the German Act against Unfair Competition (UWG)). The Merchant shall ensure, in its relationship with its influencers, that such publications are properly labelled as advertising. The App provides no technical control for this and assumes no responsibility for it.

(3) Content usage rights (UGC): The Merchant itself obtains the usage rights and consents required for the use of influencer content (e.g. reposts). The App merely provides an optional consent field in the redemption form; the substance and legal design of the consent wording and its scope are the Merchant’s responsibility.

The App is developed and operated by the Provider independently of Shopify. The following applies:

• The Provider - not Shopify - is solely responsible for the App and its support.

• Shopify is not liable for any fault in the App or any harm that may result from its installation or use.

• Except where expressly stated by Shopify, Shopify cannot provide assistance with the installation or use of the App.

• The Provider is solely responsible for any liability that may arise from the Merchant’s access to or use of the App, including the development, use, marketing, or distribution of the App, support of the App, and the Provider’s access to, use, processing, and storage of merchant data.

The Provider makes the App available with an availability of 99% as a monthly average at the handover point (the data centre’s interface to the internet).

The following do not count as downtime:

• announced maintenance windows, scheduled outside usual business hours where possible,

• disruptions outside the Provider’s sphere of influence, in particular disruptions of the Shopify platform or its interfaces, of the internet, or events of force majeure.

The optional support chat is an ancillary service; no separate availability commitment applies to it.

The Merchant’s statutory rights in the event of unavailability, including warranty rights, remain unaffected subject to Sections 11 and 12.

For the duration of the contract, the Merchant receives the simple, non-exclusive, non-transferable, and non-sublicensable right to use the App for the connected Shopify store. Reproduction, modification, or decompilation of the App beyond the cases mandatorily permitted by law is prohibited.

The App is offered in a free plan (FREE) and several paid plans (currently STARTER, GROWTH, and UNLIMITED) with tiered scopes of functionality and order quotas. The plans differ in particular in the quota of gift orders that can be created per calendar month; once the quota is exhausted, no further gift orders can be created until the beginning of the following calendar month. The plans, prices, and scopes of services displayed in the Shopify App Store or in the booking dialog at the time of booking are decisive.

Paid plans may include a free trial period (currently 14 days); the details displayed in Shopify’s booking dialog are decisive.

Billing is handled exclusively via Shopify’s billing system (Shopify Billing) under the terms and billing cycles applicable there. The Provider does not collect any payment data of the Merchant.

Price changes will be announced at least 30 days in advance and do not apply retroactively. The Merchant is free to terminate the contract in accordance with Section 15 before a price change takes effect.

The statutory warranty rules apply, subject to the following:

• The Provider’s no-fault liability for damages for defects of the App already existing at the time of contract conclusion (§ 536a(1) alt. 1 BGB) is excluded.

• The Merchant shall report defects without undue delay in text form and shall support the Provider to a reasonable extent in analysing the fault.

(1) The Provider is liable without limitation in cases of intent and gross negligence, for culpable injury to life, body, or health, under the provisions of the German Product Liability Act (Produkthaftungsgesetz), and within the scope of a guarantee expressly assumed by the Provider.

(2) In the event of a slightly negligent breach of an obligation whose fulfilment is a prerequisite for the proper performance of the contract and on whose observance the Merchant may regularly rely (material contractual obligation), the Provider’s liability is limited in amount to the foreseeable damage typical for this type of contract at the time of contract conclusion.

(3) In the cases of paragraph 2, liability is additionally limited in amount to EUR 10,000 per claim event and to a total of EUR 20,000 for all claim events within one contract year.

(4) In all other respects, the Provider’s liability for slight negligence is excluded.

(5) In the event of loss of data, the Provider is liable, subject to the preceding paragraphs, only for the effort that would have been required to restore the data if proper and regular data backups had been made.

(6) The Provider is not liable for disadvantages resulting from a breach of the Merchant’s obligations under Sections 5 and 6, in particular from omitted advertising labelling of induced publications, failure to treat benefits in kind for tax purposes, missing usage rights to influencer content, inaccurate configuration or product details, or failure to verify the Merchant’s own legal obligations.

(7) The above provisions do not entail a shift of the burden of proof to the Merchant’s disadvantage.

The Merchant shall indemnify the Provider against all third-party claims asserted against the Provider on account of content, configurations, influencer cooperations, or legal texts for which the Merchant is responsible, or on account of a breach of the Merchant’s obligations under Sections 5 and 6, to the extent that the Merchant is responsible for the underlying infringement. The indemnification includes the necessary costs of legal defence.

The Provider will inform the Merchant without undue delay of any such claim and will - where legally possible - give the Merchant the opportunity to defend against the claim.

Information on the processing of personal data in connection with the App is provided in the privacy policy: https://tg-ai.de/en/apps/gift-link/privacy-policy

Where the Provider processes personal data of the influencers/creators on behalf of the Merchant, it does so as a processor on the basis of the data processing agreement under Art. 28 GDPR, available at https://tg-ai.de/en/dpa/gift-link. The data processing agreement becomes part of the contract upon installation of the App.

The contract runs for an indefinite period. The Merchant may terminate the contract at any time without notice by uninstalling the App; uninstallation constitutes termination. Periods already billed via Shopify Billing are not refunded pro rata unless Shopify provides otherwise.

The Provider may terminate the contract with 30 days’ notice in text form. The right of both parties to extraordinary termination for good cause remains unaffected.

Upon termination of the contract, the store’s data is deleted in accordance with the privacy policy: upon uninstallation, the Shopify access sessions are deleted first; the complete deletion of all shop and creator data takes place immediately upon receipt of the shop/redact webhook, which Shopify generally sends 48 hours after uninstallation, and is fully completed - including technical backups - within 30 days at the latest. The Merchant remains responsible for fulfilling orders already created and gifts promised to influencers from the time of termination.

The Provider may amend these Terms with effect for the future where this is necessary due to changes in legislation or case law, changes to the Shopify platform or its interfaces, or the further development of the App, and where the Merchant is not unreasonably disadvantaged thereby. The relationship between performance and remuneration as well as the parties’ material obligations remain unaffected by this right of amendment.

Amendments will be announced to the Merchant in text form (e.g. by email or as a notice in the app dashboard) at least six weeks before they take effect. If the Merchant does not object before the amendments take effect, they are deemed approved; the announcement will specifically point out the right to object and this legal consequence. If the Merchant objects, either party may terminate the contract as of the date the amendment takes effect.

These Terms are provided in German and English. In the event of any deviations, ambiguities, or differences in interpretation between the language versions, only the German version is authoritative and legally binding.

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and conflict-of-law rules.

If the Merchant is a merchant within the meaning of the German Commercial Code (Kaufmann), a legal entity under public law, or a special fund under public law, or has no general place of jurisdiction in Germany, the exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the Provider’s registered office. The Provider is also entitled to sue the Merchant at the Merchant’s general place of jurisdiction.

The Merchant may set off claims against the Provider only with undisputed claims or claims established by final judgment.

Should individual provisions of these Terms be or become invalid in whole or in part, the validity of the remaining provisions remains unaffected.