Terms of Service

1. Service provider

VEDINOGLOU THEODORA
Sole Proprietorship, operating under the commercial brand CommerceGorilla

VAT Number: EL116187459
G.E.MI. Number: 159799603000
Registered Address: Souliou 149, 13231, Petroupoli, Athens, Greece
Email: hello@commercegorilla.gr
Telephone: +30 698 738 3570

These Terms of Service govern professional services supplied under the CommerceGorilla brand to the business Client identified in the applicable Proposal, quotation, Statement of Work ("SOW") or Service Order.

2. B2B-only eligibility

CommerceGorilla provides Services exclusively to businesses, entrepreneurs, professionals and organisations acquiring the Services for purposes relating to their trade, business, craft or profession. CommerceGorilla does not knowingly accept consumer projects.

By accepting a Proposal, the Client represents and warrants that it is acting for professional or commercial purposes, that the business information it supplies is accurate, and that the person accepting the Proposal is authorised to bind that business. CommerceGorilla may request the Client's legal name, registered address, VAT or business-registration number and evidence of authority where reasonably necessary.

If, notwithstanding this B2B restriction, a competent authority or court determines that a Client is legally a consumer, nothing in these Terms excludes any mandatory rights that cannot lawfully be excluded.

3. Contract formation, documents and precedence

A website enquiry, calculator result, email discussion or discovery call does not by itself create a contract. A project contract is formed when the Client accepts a Proposal by signature or clear written/electronic acceptance and CommerceGorilla confirms acceptance, unless the Proposal expressly states a different formation method.

The contract documents apply in the following order unless a document expressly states otherwise: (1) the accepted Proposal/SOW; (2) any agreed Service Order, technical specification, Integration Schedule or Change Order; (3) any applicable Data Processing Agreement; (4) these Terms of Service identified by version and date in the Proposal; and (5) the Website Terms of Use.

The Proposal should identify the applicable Terms version. Later website changes do not retrospectively alter an already accepted project unless the parties agree in writing.

4. Scope of Services

Depending on the accepted Proposal, Services may include Shopify build or redesign, migration, Shopify Markets, integrations, automation, supplier feeds, ERP/PIM/API work, social-media content, Meta Ads and performance marketing, product sourcing, ecommerce consulting and related technical or creative implementation.

Only deliverables, quantities, systems, markets, languages, revision rounds and other work expressly included in the accepted Proposal are included in the project fee. Any example, demonstration or general description on the website is illustrative and does not enlarge the contracted scope.

5. Proposals, website prices and taxes

Website prices, calculator outputs and statements such as "from", "starting from" or package amounts are B2B pricing information and indicative project estimates based on stated assumptions. They are not binding quotations or offers capable of acceptance unless expressly identified as such. Final fees are stated in the accepted Proposal after scope review.

Unless expressly stated otherwise, prices are net and exclude applicable VAT and other legally applicable taxes. VAT treatment, including any legally available intra-EU reverse-charge treatment, depends on the Client's status, location and valid tax information. The Client is responsible for providing accurate billing and VAT details.

CommerceGorilla may change public pricing for future projects. An accepted Proposal is not changed by a later website price update, except for approved Change Orders, taxes imposed by law, or third-party charges expressly passed through under the Proposal.

6. Product data and catalogue assumptions

Where catalogue work is included, quoted pricing assumes product information already exists in a usable digital source such as an existing store, CSV, XML, API, ERP, PIM or supplier feed and is reasonably accurate and legally usable.

Unless expressly included, standard catalogue pricing does not include researching products individually, sourcing missing product images, writing missing descriptions, reconstructing specifications, manually creating complete records from scratch, correcting extensive source-data defects or resolving third-party rights issues. Such work may be quoted separately.

7. Client responsibilities

The Client must provide accurate project information, content, product data, brand assets, system access, account permissions, API credentials where required, approvals and feedback in a timely manner. The Client must maintain lawful rights and permissions for all materials, data and instructions supplied to CommerceGorilla.

The Client remains responsible for its business, products, pricing, promotions, tax treatment, regulatory licences, sector-specific compliance, customer-facing legal texts and commercial decisions unless a specific responsibility is expressly assigned to CommerceGorilla in the Proposal.

8. Project start and production capacity

A project enters the active production schedule only after the Proposal has been accepted, information reasonably required to begin has been supplied and the required initial payment has cleared. A provisional start date may be rescheduled if these conditions are delayed.

Reserved production capacity is allocated in reliance on the agreed schedule. Client-caused delays may require rescheduling into the next reasonably available production slot.

9. Project fees and payment structure

Projects up to €2,500 net

50% at project confirmation, 50% before launch, transfer or final handover.

Projects from €2,500.01 to €8,000 net

40% at project confirmation, 30% at the agreed main build milestone, 30% before launch, transfer or final handover.

Projects above €8,000 net

Payment follows the project-specific milestone schedule stated in the Proposal. Where no alternative schedule is stated, a 40% / 30% / 30% structure may be used.

Payments are linked to objectively described project stages and deliverables, not to subjective satisfaction alone.

10. Initial payment

The initial payment reserves production capacity, authorises work to begin and is credited against the total project fee. Once work has commenced or capacity has been materially committed, the initial payment is not automatically refundable. Any amount retained or refunded following cancellation is calculated under the cancellation section by reference to work performed, substantially completed milestones, reasonable reserved-capacity commitments and approved non-recoverable third-party costs.

11. Milestones and final payment

A milestone becomes payable when the corresponding stage has been substantially completed and presented to the Client. Minor revisions, cosmetic adjustments or items expressly scheduled for a later stage do not automatically postpone the milestone payment.

The final undisputed balance must be paid before production launch, store ownership transfer, transfer of final project files, release of transferable source files or final administrative handover. CommerceGorilla may keep a project in development or restricted-access mode until undisputed amounts due for that project are paid.

12. Recurring and one-off Services

Integrations, automation, audits, sourcing, advertising setup, content packages, consulting and similar work may be sold as one-off or recurring Services. Scope, fees and term are stated in the Proposal.

Unless a Proposal provides a minimum term, recurring monthly Services operate on a rolling monthly basis, are invoiced in advance and may be terminated by either party on at least 14 calendar days' written notice before the next billing date. A billing period already begun is not refundable except where required by law or expressly agreed.

13. Advertising spend and third-party costs

Advertising spend is not included in management fees unless expressly stated. The Client should normally pay media spend directly to the relevant platform.

Unless expressly included, CommerceGorilla fees exclude Shopify subscriptions, premium themes, apps, domains, ERP/PIM licences, API fees, supplier access fees, advertising spend, stock media, paid tools, translations, marketplace charges, payment-provider charges and other third-party services. Approved third-party purchases made by CommerceGorilla for the Client may require advance payment.

14. Invoices, late payment and suspension

Invoices are payable by the date stated on the invoice or Proposal. Where no date is stated, payment is due within 7 calendar days. A genuine invoice dispute must be raised promptly with reasonable detail; only the genuinely disputed portion may be withheld while the parties review it in good faith.

For commercial transactions, overdue undisputed amounts may accrue statutory late-payment interest and legally recoverable collection costs in accordance with applicable law.

After reasonable notice, CommerceGorilla may pause development, recurring Services, campaign management, support, launch or handover while an undisputed amount remains overdue. Project deadlines and production slots are adjusted accordingly.

15. Timelines and Client delay

Timelines are estimates unless expressly guaranteed in writing. Delivery depends on timely Client feedback, data, external systems, API access, technical dependencies and scope stability.

If required information, approval or access is not received for 10 business days, CommerceGorilla may pause the project and release the allocated production slot. If Client-caused inactivity continues for more than 30 calendar days, CommerceGorilla may place the project into inactive status, invoice completed work and accrued milestones, close the active production file and quote a reasonable restart/remobilisation fee. Estimated dates automatically move by at least the period of Client-caused delay and may move further where a new production slot is reasonably required.

16. Change Requests and revisions

Requests that materially extend, replace or alter the agreed scope are Change Requests. They may require additional fees, revised timelines and an amended milestone schedule. CommerceGorilla is not obliged to perform changed or additional scope until it has been approved in writing.

Included revision rounds are stated in the Proposal where relevant. Additional rounds, rework caused by changed instructions, work outside scope or reversal of previously approved decisions may be quoted separately. Client feedback should be consolidated where reasonably possible.

17. Review, acceptance and defects

Unless another period is stated, the Client must identify any material failure to meet the agreed specification within 7 business days after a material milestone or final deliverable is submitted for review. If no material, specific objection is raised within that period, the milestone may be treated as accepted for scheduling and billing purposes.

Unless another period is stated in the Proposal, CommerceGorilla will correct reproducible implementation defects reported within 30 calendar days after launch where the defect directly results from CommerceGorilla's implementation and materially departs from the agreed specification. This correction period does not include new features, changed requirements, Client modifications, third-party platform or app changes/failures, content changes, unsupported environments or additional integrations.

18. Launch and handover

Launch or handover occurs after the agreed scope is substantially complete, required approvals are provided, undisputed invoices are paid and required third-party accounts are available. The Client remains responsible for maintaining subscriptions, licences, domains, payment accounts, platform plans and third-party services required after handover.

19. Cancellation and termination

The Client may cancel a one-off project by written notice. CommerceGorilla is entitled to payment for work actually performed, milestones completed or substantially completed, reasonable reserved-capacity commitments, approved third-party expenditure and non-cancellable commitments made for the project. Any balance due or refund due will be calculated in good faith against those items.

CommerceGorilla may suspend or terminate for material breach, repeated non-payment, prolonged failure to provide required information, unlawful instructions, abusive conduct, security concerns or material legal/reputational risk. Where reasonably possible, a remediable breach will be given a reasonable opportunity to be cured. If CommerceGorilla terminates for reasons unrelated to Client breach and cannot perform paid agreed work, the unperformed paid portion will be refunded where applicable.

20. Client materials and intellectual-property warranty

The Client retains ownership of materials supplied by the Client and grants CommerceGorilla a limited licence to use them solely as reasonably necessary to provide the Services. The Client warrants that it has the rights, permissions and lawful basis required for that use, including in relation to trademarks, images, product data, databases, personal data and third-party content.

21. Project deliverables and written IP grant

No transfer or licence of project-specific intellectual property occurs before full payment of the applicable fees. After full payment, the Client receives the ownership or licence expressly specified in the written Proposal or IP Schedule for final project-specific deliverables created specifically for that Client.

Where economic copyright rights are transferred or licensed, the Proposal/IP Schedule should state the relevant rights, exclusivity (if any), territory, duration and permitted forms of exploitation. Unless expressly stated, no broader transfer is implied.

22. CommerceGorilla background materials

CommerceGorilla retains all rights in pre-existing and independently developed materials, reusable code and components, libraries, internal tools, templates, methods, prompts, workflows, scripts, connectors, automation patterns, know-how and general skills ("Background Materials"). Where Background Materials are embedded in a paid deliverable, the Client receives a non-exclusive, worldwide licence for the duration of the applicable intellectual-property right to use those embedded materials as necessary to operate, maintain and commercially use the completed deliverable for its intended business purpose. The Client may allow its replacement agency or contractors to exercise that licence on its behalf, but may not resell or extract Background Materials as a standalone product.

23. Third-party and open-source materials

Third-party themes, apps, fonts, libraries, plugins, open-source software, stock media, SaaS tools and other third-party materials remain subject to their own licences and terms. CommerceGorilla cannot transfer rights owned by third parties. The Client is responsible for maintaining required licences after handover.

24. Portfolio rights

After a project has been publicly launched, CommerceGorilla may identify the Client and display reasonable screenshots or factual descriptions of publicly available work in its portfolio and business-development materials, unless the Proposal or an NDA provides otherwise. Confidential information, private analytics and unpublished commercial data will not be disclosed without permission.

25. Confidentiality

Each party will protect the other's confidential information using at least reasonable care and use it only for purposes connected with the business relationship. Confidential information does not include information lawfully public, already lawfully known, lawfully obtained from another source, or independently developed without use of the confidential information.

These confidentiality obligations continue for five years after the relevant project ends. Trade secrets, credentials, security information and information that remains protected by law continue to be protected for so long as they remain confidential or for any longer period required by law.

26. Personal data and Data Processing Agreement

Each party is responsible for the data-protection obligations that apply to its own processing. Where CommerceGorilla processes personal data on the Client's behalf as a processor, the parties must enter into the CommerceGorilla Data Processing Agreement or another compliant Article 28 GDPR agreement before that processing begins, unless an equivalent binding agreement already applies.

Client-controlled platforms or providers selected and contracted directly by the Client do not automatically become CommerceGorilla subprocessors merely because CommerceGorilla configures or accesses them on the Client's instructions.

27. Credentials, security and access

The Client should use collaborator permissions, delegated user accounts, least-privilege access and secure credential-sharing methods where available. CommerceGorilla will use Client access only as reasonably necessary to provide the Services and will apply reasonable organisational and technical security measures appropriate to the access provided.

The Client remains responsible for account ownership, administrator access, MFA settings, employee access, password rotation and post-project access revocation. No internet-connected system can be guaranteed to be immune from security incidents.

28. Backups, migrations and data changes

Before a migration, bulk import, theme replacement, major data operation or other material change, the Client is responsible for maintaining appropriate source-system backups/exports unless backup preparation is expressly included in the Proposal. CommerceGorilla will take reasonable precautions for systems and data under its control, but the Client must not treat CommerceGorilla as its sole backup or business-continuity provider unless an explicit backup service is contracted.

Legacy-platform limitations, corrupt source data, inaccessible historical data, unsupported formats and third-party export restrictions may affect migration completeness and may require additional scope.

29. Standard and Advanced Integrations

Where a package includes integrations, an "integration" means only the specific systems, data flows and functions described in the accepted Proposal or Integration Schedule.

Standard Integration

A Standard Integration uses an existing, documented and reasonably accessible API, XML/CSV/SFTP feed, supported Shopify app, connector or provider-supported integration method, with ordinary authentication and agreed field mapping. It does not include substantial custom application development, reverse engineering, undocumented/private APIs, extensive middleware, complex bidirectional orchestration or unlimited endpoints.

Advanced Integration

An Advanced Integration may include defined custom API logic, middleware, webhooks, complex mapping, transformations, multiple endpoints or bidirectional synchronisation, but remains limited to the systems, flows, endpoints, frequency, data fields, authentication method, error handling and acceptance criteria expressly stated in the Integration Schedule. "One Advanced Integration" never means unlimited custom development.

Provider licences, API activation fees, vendor professional-services fees and access charges are separate unless expressly included.

30. Third-party platforms, APIs and dependencies

CommerceGorilla is independent from Shopify, Meta, Google, ERP/PIM vendors, marketplaces, payment providers, suppliers and other third-party services. Integrations and functionality may depend on API availability, documentation, permissions, rate limits, product plans, vendor approval, uptime, provider policies and source-data quality. CommerceGorilla is not responsible for an independent third party's outage, policy change, access withdrawal or technical change except to the extent a resulting loss is directly caused by CommerceGorilla's own breach.

Third-party changes after delivery may require separately quoted maintenance or redevelopment.

31. Shopify Markets, tax and regulatory configuration

Shopify Markets, payments, shipping, tax settings, localization and similar configurations are technical ecommerce implementation services. They are not legal, tax, accounting, customs or regulatory advice. The Client remains responsible for obtaining professional advice where required and for determining the legal and tax treatment applicable to its business, products and markets.

32. Product sourcing

Product sourcing is a research and commercial-support service. Unless expressly agreed, CommerceGorilla does not guarantee future supplier availability, supplier pricing, profitability, sales volume, product quality, exclusivity, stock continuity or legal/regulatory suitability in every market. The Client remains responsible for purchasing decisions and applicable product, import, safety, intellectual-property, tax and regulatory due diligence.

33. Advertising and performance

Advertising results depend on factors including product-market fit, offer, competition, pricing, website conversion, seasonality, platform algorithms, media costs, tracking and market conditions. Unless a specific metric is expressly guaranteed in an individually negotiated written Proposal, CommerceGorilla does not guarantee ROAS, CPA, revenue, conversion rate, sales volume, ranking, market share or lead volume.

Advertising platforms may reject ads, restrict or suspend accounts, change policies, algorithms, attribution or tracking. CommerceGorilla does not control independent platform decisions.

34. Client claims, promotions and regulated content

The Client remains responsible for the legality and substantiation of claims concerning its products/services, prices, discounts, environmental or health statements, testimonials, licences, promotions and regulated products. CommerceGorilla may refuse, remove or pause material that it reasonably believes is unlawful, misleading, unsupported, infringing or contrary to platform rules.

Where the Client asks CommerceGorilla to create comparative advertising or claims identifying a competitor, the Client must provide or approve objective and verifiable evidence supporting the comparison. CommerceGorilla may require legal review before publication.

35. AI-assisted tools

CommerceGorilla may use AI-assisted tools for activities such as drafting, translation, coding assistance, classification, creative ideation or data transformation where appropriate to the project. Material outputs remain subject to reasonable human review appropriate to the task.

CommerceGorilla will not intentionally submit Client confidential information or Client personal data to an AI service in a manner inconsistent with the agreed confidentiality obligations or applicable Data Processing Agreement. AI outputs may not be unique and may contain errors; final use remains subject to project QA and applicable third-party or intellectual-property terms.

36. Professional standard and no implied commercial guarantee

CommerceGorilla will provide the Services with reasonable professional care and skill appropriate to the agreed scope. Except for express commitments in the Proposal and rights that cannot legally be excluded, no warranty is given that a store, campaign, integration or commercial strategy will achieve a particular business result or remain compatible with future third-party platform changes.

37. Liability allocation

To the fullest extent permitted by applicable law, neither party is liable to the other for remote or indirect losses that were not reasonably foreseeable as a direct result of the relevant breach. CommerceGorilla is not liable for lost profits, lost opportunities, lost anticipated savings or business interruption to the extent such losses result from independent third-party services, Client decisions/data/instructions, or matters outside CommerceGorilla's contractual responsibility.

For B2B Clients, CommerceGorilla's aggregate contractual and non-contractual liability arising out of a one-off project is limited to the fees actually paid to CommerceGorilla for the affected project. For recurring Services, aggregate liability relating to the affected recurring Service is limited to fees paid for that Service during the six months preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability where exclusion or limitation is prohibited by law, including liability arising from wilful misconduct or gross negligence, or other liability that cannot lawfully be limited.

38. Third-party claims and Client indemnity

To the extent permitted by law, the Client will indemnify CommerceGorilla against third-party claims, losses and reasonable external legal costs to the extent they arise from (a) Client-supplied materials that infringe third-party rights; (b) unlawful or misleading Client product/service claims, pricing or promotions; (c) products, services or regulated activities supplied by the Client; (d) Client instructions that CommerceGorilla followed after reasonably identifying the relevant risk; or (e) the Client's material breach of its data-protection obligations. This indemnity does not apply to the extent the claim was caused by CommerceGorilla's own breach, wilful misconduct or gross negligence.

39. Subcontractors

CommerceGorilla may use appropriately qualified contractors and specialist providers while remaining responsible for managing the agreed Services. Where a subcontractor processes Client personal data on CommerceGorilla's behalf, the applicable DPA and GDPR subprocessor requirements apply.

40. Force majeure

Neither party is responsible for delay or failure caused by events beyond its reasonable control, including major network failures, natural disasters, government action, war, civil disruption, widespread platform outages or comparable events. The affected party will take reasonable steps to mitigate the impact and the parties will attempt in good faith to reschedule affected obligations.

41. Independent contractor

CommerceGorilla acts as an independent contractor. Nothing creates an employment relationship, partnership, joint venture, agency, fiduciary relationship or authority for either party to bind the other unless expressly agreed in writing.

42. Notices and electronic records

Formal notices concerning termination, disputes or material contractual matters should be sent to the contact stated in the Proposal. Notices to CommerceGorilla may be sent to hello@commercegorilla.gr.

The parties agree that signatures, proposal-acceptance systems and written electronic communications capable of being retained as evidence may be used to document acceptance, approvals, Change Orders and other contractual decisions. Each party should retain its own copies.

43. Assignment

The Client may not transfer a project agreement without CommerceGorilla's prior written consent, not to be unreasonably withheld in a legitimate business restructuring or sale. CommerceGorilla may assign receivables or transfer the agreement as part of a lawful business reorganisation, subject to applicable law and without materially reducing the Client's contractual rights.

44. No waiver and severability

Failure to immediately enforce a right does not waive it. If a provision is invalid or unenforceable, it will be interpreted or reduced to the minimum extent necessary where legally permitted, and the remaining provisions continue in effect.

45. Entire agreement and amendments

The accepted Proposal, these Terms and incorporated documents form the entire agreement concerning the Services and supersede prior discussions on the same scope. Material amendments require written agreement, including an accepted revised Proposal, Change Order or other clear electronic confirmation.

46. Governing law and jurisdiction

The agreement is governed by the laws of Greece. For B2B Clients, the parties agree, to the extent legally permitted, that the competent courts of Athens, Greece have exclusive jurisdiction over disputes arising from or connected with the agreement, without prejudice to rights that cannot lawfully be excluded.

The Client expressly acknowledges this governing-law and jurisdiction clause when accepting the Proposal incorporating these Terms.

47. Good-faith dispute resolution and urgent relief

Before formal proceedings, the parties should first attempt in good faith to resolve a dispute through written communication and reasonable commercial discussion. This does not prevent either party from seeking urgent interim relief, protecting intellectual property/confidential information, collecting undisputed debt or taking steps necessary to preserve a legal right.