Terms & Conditions

Last updated: May 2026

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Terms and Conditions Graswald GmbH

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Preamble
1. Parties. Graswald GmbH, Berckhusenstraße 89, 30625 Hannover, Germany ("Provider" or "Graswald"), has developed and operates Graswald AI – a cloud‐based software studio that generates high‐quality, photorealistic product imagery using generative artificial intelligence ("Software"). These Terms and Conditions ("T&Cs") govern every agreement between the Provider and its commercial customer ("Customer"). Each of the Provider and the Customer is a "Party" and together the "Parties".
2. Exclusivity of Terms. Any general terms and conditions of the Customer shall only apply if the Provider has expressly accepted them in writing.
Conclusion of Contract & Content of Agreement
1. A contract is concluded when the Provider issues a written, binding offer and the Customer accepts it within the acceptance period stated in that offer (14 days by default, unless otherwise specified).
2. Each contract consists of (i) the Provider’s offer, including all annexes such as pricing schedules and statements of work, and (ii) these T&Cs (together, the "Agreement"). In the event of conflict, the offer prevails over these T&Cs.
Provider’s Services; Software Availability
1. SaaS Access. For the agreed term the Provider grants the Customer browser‐based access to the then‐current version of the Software via the internet.
2. Service Levels. The Provider will use commercially reasonable efforts to provide high availability but does not warrant uninterrupted or error‐free operation. Planned maintenance windows and emergency fixes may result in temporary unavailability; the Provider will give advance notice where practicable.
3. Updates. The Provider may improve, modify, or replace functions of the Software at any time (including for security, legal, or performance reasons), provided such changes do not materially reduce the agreed functionality. The Provider will notify the Customer of material updates in advance.
4. Data Protection. The Provider applies state‐of‐the‐art technical and organisational measures to protect Customer data but is not responsible for the Customer’s own data backup strategy.
Scope and Rights of Use
1. Licence Grant. For the term of the Agreement the Customer receives a non‐exclusive, non‐transferable, non‐sublicensable right to use the Software up to the usage volumes (e.g. SKUs, images, seats) specified in the offer ("Authorised Uses").
2. Permitted Users. The Software may be used only by the Customer’s employees or contractors acting on the Customer’s behalf. Shared, resold, or otherwise unauthorised access is prohibited.
3. Restrictions. Except as permitted by mandatory law, the Customer shall not (i) reverse‐engineer, decompile, or attempt to derive any source code of the Software, (ii) circumvent technical restrictions, or (iii) copy, frame, mirror, or otherwise make the Software available to third parties.
Support
1. The Provider offers e‐mail support for functional questions and incident reports. Requests are handled during business hours (CET) in the order received. Higher support tiers may be agreed in the offer.
Customer Obligations
1. Account Security. The Customer shall keep all login credentials confidential and implement industry‐standard measures to prevent unauthorised access. Any suspected misuse must be reported to the Provider without undue delay.
2. Lawful Content. The Customer warrants that all prompts, flat‐lay photographs, reference images, metadata, and other content uploaded to the Software ("Customer Materials") are lawful and do not infringe third‐party rights. The Customer shall not use the Software to generate or disseminate illegal, harmful, or infringing content.
3. Input Quality. The Customer is responsible for providing prompts and/or images of sufficient quality and completeness. The Provider is not liable for defects in output caused by inadequate or incorrect inputs supplied by the Customer.
4. Defect Notification. The Customer must promptly notify the Provider of any Software defects, availability issues, or suspected security incidents that come to its attention.
5. Indemnity. The Customer shall fully indemnify and hold the Provider harmless against any third‐party claims arising from (i) Customer Materials, (ii) Customer’s use of the Software in breach of this Agreement, or (iii) AI images generated at the Customer’s direction that infringe third‐party rights.
AI Image Generation – Scope of Functions & Conditions
1. Process Overview. The Software generates photorealistic images basedon (a) textual prompts, (b) flat‐lay or other reference photographs, and/or (c) optional 3D assets supplied by the Customer. The Customer controls creative direction via an intuitive UI.
2. Processing Time. Generation times depend on workload and image complexity; near‐real‐time previews are typically available, but final renders may take longer during peak times.
3. Accuracy Disclaimer. The Parties acknowledge that AI generation is probabilistic and may occasionally produce artefacts or results that deviate from the Customer’s intent. The Customer must review outputs before external use.
Customer Materials and Intellectual Property
1. ‍Ownership of Inputs. Customer Materials remain the exclusive property of the Customer.
2. Use for Fine‐Tuning. The Provider may process Customer Materials solely to fine‐tune or customise models for the Customer’s own account. The Provider will not use Customer Materials to train models for any other customer without explicit written consent.
3. Ownership of Outputs (including Custom Avatars & Poses). The Provider assigns to the Customer all transferable rights in and to (i) the AI‐generated images and (ii) any custom AI models/"avatars" or custom poses developed or fine‐tuned exclusively from the Customer Materials under this Agreement, upon full payment of all fees. To the extent a transfer is legally impossible, the Provider grants the Customer an exclusive, perpetual, worldwide licence to use, reproduce, adapt, and sub‐licence such outputs, avatars, and poses for any purpose.
Provider's Liability
1. The Provider is liable without limitation for damage resulting from intent or gross negligence and for injury to life, body, or health.
2. In all other cases, the Provider is liable only for breaches of material contractual obligations (cardinal duties) and limited to the foreseeable, typical damage; liability for indirect or consequential damages is excluded.
3. Mandatory liability under the German Product Liability Act remains unaffected.
Terms of remuneration and payment
1. Fees. The Customer shall pay the fees set out in the offer.
2. Due Date. Invoices are due within ten (10) business days of receipt, unless the offer states otherwise.
3. Taxes. All prices are net of VAT or other applicable taxes, which will be added where required by law.
4. Price Adjustments. After the initial contract term the Provider may adjust prices and service bundles upon thirty (30) days’ written notice.
Confidentiality
1. Definition. "Proprietary Information" means all non‐public information disclosed by either Party, including business, technical, and financial information, product roadmaps, and trade secrets.
2. Obligations. Each Party shall (i) keep Proprietary Information confidential with at least the same care as it uses for its own confidential information (and no less than reasonable care), (ii) use it solely for the purposes of the Agreement, and (iii) reproduce it only as necessary to fulfil those purposes.
3. Exceptions. Information is not confidential if it (i) was already known without duty of confidentiality, (ii) is publicly available without breach, (iii) is rightfully received from a third party, or (iv) is independently developed without use of the other Party’s information.
4. Disclosures Required by Law. A Party may disclose Proprietary Information where legally compelled, provided it gives prior notice (where legally permissible) and cooperates to limit the disclosure.
5. Public Reference. The Provider may identify the Customer as a reference client (e.g., on the Provider’s website or in presentations) using the Customer’s name and logo, unless the Customer objects in writing.‍‍
‍Term of agreement and termination
1. ‍Initial Term. The Agreement term is specified in the offer and begins on the Effective Date stated therein.
2. Termination for Convenience. Either Party may terminate the Agreement at the end of the initial term or any renewal term by giving thirty (30) days’ written notice.
3. Termination for Cause. Either Party may terminate immediately for material breach if the breach is not cured within a reasonable cure period (not to exceed 30 days) after written notice.
4. Effect of Termination. On termination, the Customer’s access to the Software ends. Sections that by their nature should survive (including, but not limited to, Intellectual Property, Confidentiality, Liability, and Governing Law) shall continue in effect.‍
Final provisions
1. ‍Written Form. Amendments to the Agreement (including this clause) must be made in writing ("text form" within the meaning of § 126b BGB is sufficient), unless notarisation is required by law.
2. Severability. If any provision is or becomes invalid, the remaining provisions remain unaffected. The Parties shall replace the invalid provision with a valid one that most closely reflects the intent of the original.
3. Entire Agreement. The Agreement supersedes all prior agreements, understandings, and representations regarding its subject matter.
4. Governing Law & Venue. The Agreement is governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Exclusive place of jurisdiction is Hannover, Germany.