General Terms and Conditions of Deep Art Effects GmbH

1. Contractual Object

1.1. Deep Art Effects GmbH („Deep Art Effects“) provides cloud-based services (“DAE-Service(s)”) towards end-customers (“User(s)”). The Users can send photos via an app to the DAE-Service, and the photos will then be artificially modified (software-based) within seconds and sent back in the app. The Users can order a high definition digital copy of the photo or a print of such high definition copy against a charge. The other parts of the DAE-Services (in particular the installation and use of the app) are free of charge.

1.2. On the basis of these general terms and conditions (“GTC”) Deep Art Effects allows contractual partners (“Business-Partner(s)”) to integrate the DAE-Services into their own web-based printing services or their physical printing stations (these printing- and associated services hereinafter referred to as “Printing Service(s)”) and to offer them to their end-customers as a part of their Printing Services.

2. Scope

2.1. These GTC shall apply to all services described herein which Deep Art Effects provides to its Business-Partners (“Service(s)”) to integrate the DAE-Services into the Printing-Services.

2.2. Deep Art Effects will provide all Services exclusively based on these GTC. Other terms and conditions, in particular other general terms and conditions of the Business-Partner, shall not apply.

3. Services

3.1. Deep Art Effects will provide the Business-Partner with information necessary to connect the DAE-Services with the Printing Services (Interfacing); the interfacing is not part of the Services (will be done by the Business-Partner). Furthermore, Deep Art Effects will provide technical support to the Business Partner in accordance with the relevant Service description.

3.2. Detailed descriptions of the Services are available at

4. Conclusion of Agreement

4.1 The service agreement between Deep Art Effects comes into force by Deep Art Effects’ receipt of on an order from the Business Partner (incorporating these GTC) and (cumulative) Business Partner’s receipt of an order confirmation from Deep Art Effects (“Agreement”). Such orders and confirmations can also be executed by email (pdf. of the signed document) (together with the written form as defined in the law “Written Form”).

4.2 The Agreement will list or reference the Service descriptions which form parts of the Agreement. In case of contradictions or ambiguities between the Service descriptions and the GTC, the provisions of the GTC prevail.

5. License grants

5.1. Deep Art Effects grants Business-Partner a non-exclusive, temporary, non-transferable, non-sub-licensable, terminable und revocable right to integrate the DAE-Service into its Printing Service (e.g., integration into a web-shop) and, subject to 5.2, to provide them (as own services) to its end-customers.

5.2. Business-Partner will provide the integrated DAE-Services on the basis of general terms and condition which do not fall beyond the scope and protection of the relevant general terms and conditions (B2C) by Deep Art Effects which are available at

5.3. If Deep Art Effects provides software to the Business-Partner (“Software”) the following shall apply:

5.3.1. Deep Art Effects grants Business-Partner a non-exclusive, temporary, non-transferable, non-sub-licensable, terminable und revocable right to integrate the Software (and available updates) into its Printing Service (e.g., integration into a web-shop) and to use it for providing the DAE-Services (as own services) to its end-customers.

5.3.2. This license covers only the object code. The Business-Partner has no right to use the source code and Deep Art Effects is under no obligation to put the source code into escrow.

5.3.3. This license grant covers also patches, updates and/or upgrades which Deep Art Effects makes available to the Business Partner.

6. Branding

Business-Partner will provide DAE-Services to its end-customers under its own brand/its own label. Business-Partner is not entitled to use “Deep Art Effects” or other brands of Deep Art Effects.

7. Change of GTC

7.1. Deep Art Effects can change the GTC as follows: if the proposed change is reasonable and is not materially detrimental to Business-Partner, Deep Art Effects can inform Business-Partner at least six (6) weeks before the change shall take effect. This information is provided in writing whereas the information per email is adequate. The change is deemed to be accepted if Business-Partner does not object to it per e-mail within four (4) weeks after the information was sent. Deep Art Effects will make Business-Partner aware of this consequence again in the information about the intended change. In the event that Business-Partner objects, Deep Art Effects is entitled to terminate the Agreement for cause.

7.2. If a change cannot be agreed pursuant to Section 7.1, the parties can agree on it by way of a change agreement in the Written Form.

8. Remuneration and Terms of Payment

8.1. The charges payable by Business-Partner and related payment terms and conditions (e.g., regarding invoice details, invoicing and payment period) are set out in the Agreement. All prices are exclusive VAT which Business Partner has to pay in addition.

8.2. For late payments and related claims the statutory provisions shall apply.

9. Warranty

9.1. Deep Art Effects warrants that the Services comply with the specification in the Service description.

9.2. If Business-Partner is of the opinion that Deep Art Effects did not properly render the Services, it shall inform Deep Art Effects immediately in writing with useful details and in manner that Deep Art Effects understand the alleged defect.

9.3. The cure of defects will be in line with the statutory provisions, to the extent applicable.

10. Liability

10.1. Subject to the provisions of this Section 10, the parties are each liable pursuant to statutory law. The following provisions shall apply to all claims for damages and reimbursement of expenses, irrespective of their legal grounds.

10.2. For damage caused intentionally or through gross negligence by Deep Art Effects and for damage resulting from injury to life, limb or health and for damage within the scope of mandatory product liability law which does not allow a contractual limitation of liability, Deep Art Effects shall be liable pursuant to statutory law.

10.3. In the other cases the following applies: For damage caused by Deep Art Effects through a slightly negligent breach of a material contractual obligation, Deep Art Effects’ liability is limited to the foreseeable and typical damage. Material contractual obligations are obligations which enable the fulfilment of the proper performance of the Agreement in the first place and in the compliance of which the Business-Partner can regularly rely on. Subject to Section 10.2, the liability of Deep Art Effects in case of a slightly negligent breach of obligations other than the breach of a material contractual obligation shall be excluded.

10.4. The parties will include possible monetary limitations (caps) into the Agreement.

10.5. The liability and warranty claims shall become time-barred within one (1) year; this period starts pursuant to statutory law. This shall not apply in the cases of Section 10.2 for which the statutory period(s) shall apply.

11. Indemnification

The Business-Partner will indemnify and keep Deep Art Effects harmless, at first request, from and against claims raised by end-customers or other third parties on the basis that the DAE-Services were not performed properly or infringe third party rights. The same applies, if the Business-Partner has not properly integrated and delivered the DAE-Services, if this is the basis for the claim of the end-customer or other third party.

12. Confidentiality

12.1. The parties will treat all trade and business secrets of the other party as strictly confidential; the same shall apply to any other information, documents or data which are marked as confidential or which are deemed to be confidential based on the circumstances ("Confidential Information"). This does not apply to information which

(a) was made lawfully available to the other party without a confidentiality obligation; or

(b) have been developed lawfully by the other party itself independently from the disclosing party.

12.2. The parties procure that their staff and engaged third parties will obey these confidentiality and secrecy obligations.

13.3. These confidentiality obligations apply for a period of five (5) years after termination or expiration of the Agreement.

13. Data Protection

13.1. The parties shall comply with applicable data protection law and oblige their employees engaged to data secrecy, unless they are already obliged generally.

13.2. To the extent necessary, the parties will execute additional data protection agreements on a case-by-case-basis.

13.3. In particular, Business-Partner will ensure that the collection and processing of personal data within the scope of the Printing Services will be in compliance with applicable law (e.g., should this be required, by obtaining a legally effective consent from the end-customer).

14. Termination

14.1. Possible rights of ordinary termination will be specified in the Agreement.

14.2. The right to terminate for cause remains untouched for both parties. Deep Art Effects may terminate the Agreement for cause, by way of example, if Business Partner has not paid an invoice after receiving a warning notice with a grace period and after the grace period has expired without Business-Partner having paid the amount due.

14.3. Deep Art Effects shall be entitled to remuneration for all Services rendered up to date on which termination comes into effect.

14.4. Termination will not affect fixed volume packages ordered by the Business-Partner for a fixed period of time.

14.5. Termination must be made in the Written From to be effective.

15. Miscellaneous

15.1. Changes to the Agreement including side agreements must be made in the Written Form in order to become effective, subject to Section 7. Oral agreements are invalid.

15.2. Business-Partner is not entitled to offset against claims of Deep Art Effects or to exercise a retention right unless undisputed or recognized claims are concerned.

15.3. To the extent not expressly agreed in Written Form, Business-Partner is not entitled to transfer claims from the Agreement.

15.4. Should one or more provisions in these GTC (or the Agreement) become invalid or unenforceable, the effectiveness and enforceability of the remaining provisions will not be affected. The ineffective or unenforceable provision shall be replaced by an effective and enforceable provision which will be as close as possible to the original provision in meaning and purpose.

15.5. The Agreement is subject to German law without its conflict-of-laws-rules. The courts at the registered seats of Deep Art Effects in Germany shall have exclusive jurisdiction.