General Terms and Conditions

These General Terms and Conditions apply to our website at https://picasi.com, our web-based tool at https://picasi.app, as well as all other offerings of Picasi GmbH.

The German version of these General Terms and Conditions shall be legally binding; this English version is provided solely for better understanding.

1. Remuneration, Payment, Protection of Performance, Deadlines

1.1 Unless otherwise agreed, remuneration shall be calculated based on time and effort at the provider’s generally applicable prices valid at the time the contract is concluded. Remuneration is generally stated net, plus statutory value-added tax.

The provider may invoice monthly. If services are remunerated based on time and effort, the provider shall document the type and duration of the activities and submit this documentation together with the invoice.

1.2 All invoices are generally payable without deduction no later than 7 calendar days after receipt to the designated payment office.

1.3 The customer may only set off claims or withhold payments due to defects insofar as the customer is actually entitled to payment claims based on material defects or defects in title relating to the service. In the case of other defect claims, the customer may only withhold payments in an amount proportionate to the defect, taking the defect into account. Section 4.1 shall apply accordingly. The customer shall have no right of retention if its defect claim is time-barred. In all other respects, the customer may only set off claims that are undisputed or have been finally adjudicated, or exercise a right of retention on that basis.

1.4 The provider reserves ownership and the rights to be granted in the services until full payment of the remuneration owed has been received; justified withholdings for defects in accordance with Section 1.3 sentence 2 shall be taken into account. Furthermore, the provider reserves ownership until all of its claims arising from the business relationship with the customer have been fulfilled.

The provider is entitled, for the duration of any delay in payment by the customer, to prohibit the customer from further using the services. The provider may only assert this right for a reasonable period of time, generally no more than 6 months. This shall not constitute withdrawal from the contract. Section 449 (2) of the German Civil Code (BGB) shall remain unaffected.

If the customer or its purchasers return the services, acceptance of the returned services shall not constitute withdrawal by the provider unless the provider has expressly declared withdrawal. The same shall apply to the seizure by the provider of goods subject to retention of title or rights to such goods.

Objects subject to retention of title or rights may neither be pledged nor transferred by way of security by the customer. As a reseller, the customer is only permitted to resell such objects in the ordinary course of business on condition that the customer has effectively assigned to the provider its claims against its purchasers arising in connection with the resale and that the customer transfers ownership to its purchaser subject to payment. By concluding this contract, the customer assigns to the provider by way of security its future claims against its purchasers arising in connection with such sales, and the provider hereby accepts this assignment.

Insofar as the value of the provider’s security rights exceeds the amount of the secured claims by more than 20%, the provider shall, at the customer’s request, release a corresponding portion of the security rights.

1.5 In the event of a permissible transfer of rights of use relating to deliveries and services, the customer is obligated to impose the contractually agreed restrictions on the recipient.

1.6 If the customer fails to settle a due claim in whole or in part by the contractual payment date, the provider may revoke agreed payment terms for all claims. Furthermore, the provider shall be entitled to render further services only against advance payment or against security in the form of a performance bond issued by a credit institution or credit insurer authorized in the European Union. The advance payment shall cover the respective billing period or, in the case of one-time services, the remuneration for such services.

1.7 If the customer is financially unable to fulfill its obligations to the provider, the provider may terminate existing exchange contracts with the customer by withdrawal, and continuing obligations by termination without notice, including in the event of an insolvency application by the customer. Section 321 BGB and Section 112 of the German Insolvency Code (InsO) shall remain unaffected. The customer shall inform the provider in writing at an early stage of any impending inability to pay.

1.8 Binding performance dates shall only be agreed expressly and in documented form. Any agreement on a binding performance date is subject to the provider receiving the services of its respective upstream suppliers in due time and in accordance with the contract.

2. Cooperation, Obligations to Cooperate, Confidentiality

2.1 The customer and the provider shall each designate a responsible contact person. Unless otherwise agreed, communication between the customer and the provider shall take place through these contact persons. The contact persons shall ensure that all decisions related to the performance of the contract are made without delay. Such decisions shall be documented in a binding manner.

2.2 The customer is obligated to support the provider to the extent necessary and to create within its sphere of operations all conditions required for proper performance of the order. In particular, the customer shall provide the necessary information and, where possible, enable remote access to the customer’s system. If remote access is not possible for security reasons or other reasons, any affected deadlines shall be extended appropriately; the contracting parties shall agree on an appropriate arrangement for any further consequences. The customer shall also ensure that qualified personnel is available to support the provider.

Where agreed in the contract that services may be performed on site at the customer’s premises, the customer shall, at the provider’s request, provide adequate workstations and work equipment free of charge.

2.3 Unless otherwise agreed, the customer shall ensure proper data backup and contingency planning for data and components (such as hardware and software) in a manner appropriate to their type and significance.

2.4 The customer shall report defects without undue delay in a comprehensible and detailed form, providing all information useful for identifying and analyzing the defect, in writing. In particular, the report shall specify the work steps that led to the occurrence of the defect, the form in which the defect appeared, and the effects of the defect. Unless otherwise agreed, the provider’s corresponding forms and procedures shall be used for this purpose.

2.5 Upon request, the customer shall reasonably support the provider in examining and asserting claims against other parties involved in connection with the provision of services.

This shall apply in particular to recourse claims of the provider against upstream suppliers.

2.6 The contracting parties are obligated to maintain confidentiality regarding trade secrets and other information designated as confidential (e.g. in records, documents, data sets) that becomes known in connection with the performance of the contract, and shall neither use such information beyond the purpose of the contract nor disclose it without the written consent of the other contracting party.

The receiving contracting party shall be obligated to take appropriate confidentiality measures for trade secrets and information designated as confidential. The contracting parties are not entitled to obtain trade secrets of the other contracting party by observing, examining, disassembling, or testing the subject matter of the contract. The same shall apply to other information or objects received in the course of contract performance.

Trade secrets and other information designated as confidential may only be disclosed to persons not involved in the conclusion, performance, or execution of the contract with the written consent of the respective other contracting party.

Unless otherwise agreed, the obligation of confidentiality for other information designated as confidential shall expire five years after the respective information becomes known, but in the case of continuing obligations not before their termination. Trade secrets shall be kept confidential for an unlimited period of time.

The contracting parties shall also impose these obligations on their employees and any third parties engaged by them.

2.7 The contracting parties are aware that electronic and unencrypted communication (e.g. by email) is associated with security risks.

Accordingly, in the case of this type of communication, they shall not assert any claims based on the lack of encryption unless encryption had previously been agreed.

3. Disruptions in Performance

3.1 If a cause for which the provider is not responsible, including strike or lockout, impairs compliance with deadlines (“disruption”), the deadlines shall be postponed by the duration of the disruption, including, where necessary, an appropriate restart period. One contracting party shall inform the other contracting party without delay of the cause of a disruption occurring within its area and the duration of the postponement.

3.2 If the effort required increases due to a disruption, the provider may also demand remuneration for the additional effort, unless the customer is not responsible for the disruption and its cause lies outside the customer’s area of responsibility.

3.3 If the customer is entitled to withdraw from the contract and/or claim damages in lieu of performance due to improper performance by the provider, or alleges such entitlement, the customer shall, upon the provider’s request, declare in writing within a reasonable period set by the provider whether it is asserting these rights or still wishes performance to be rendered. In the event of withdrawal, the customer shall reimburse the provider for the value of previously existing possibilities of use; the same shall apply to deterioration resulting from use in accordance with the intended purpose.

If the provider is in default in rendering performance, the customer’s claim for damages and reimbursement of expenses due to such default shall be limited, for each completed week of default, to 0.5% of the price of the part of the contractual service that cannot be used due to the default. Liability for default is limited in total to no more than 5% of the remuneration for all contractual services affected by the default; in the case of continuing obligations, this shall relate to the remuneration for the respective affected services for the full calendar year. In addition and with priority, any percentage of the remuneration agreed at the conclusion of the contract shall apply if agreed at that time. This shall not apply where the default is based on gross negligence or intent on the part of the provider.

3.4 In the event of delayed performance, the customer shall have a right of withdrawal within the framework of statutory provisions only if the provider is responsible for the delay. If the customer is entitled to assert damages or reimbursement of expenses in lieu of performance due to the delay, the customer shall be entitled, for each completed week of delay, to demand 1% of the price of the part of the contractual service that cannot be used due to the delay, but in total no more than 10% of this price; in the case of continuing obligations, this shall relate to the remuneration for the respective affected services for the full calendar year. In addition and with priority, any percentage of the remuneration agreed at the conclusion of the contract shall apply if agreed at that time.

4. Material Defects and Reimbursement of Expenses

4.1 The provider warrants that the services have the contractually agreed quality. No claims for material defects shall arise from only insignificant deviations of the provider’s services from the contractually agreed quality.

No claims for defects shall arise in cases of excessive or improper use, natural wear and tear, or failure of components of the system environment. The same shall apply to software errors that are not reproducible or otherwise demonstrably attributable to the customer. This shall also apply to damage caused by special external influences not assumed under the contract. Claims for defects shall also not exist in the event of subsequent modification or repair by the customer or third parties, unless such modification or repair does not impede the analysis and elimination of a material defect.

Section 6 shall apply additionally to claims for damages and reimbursement of expenses.

4.2 The limitation period for claims based on material defects shall be one year from the statutory commencement of the limitation period. The statutory limitation periods for recourse under Section 478 BGB shall remain unaffected.

The same shall apply insofar as the law prescribes longer periods pursuant to Section 438 (1) no. 2 or Section 634a (1) no. 2 BGB, in cases of intentional or grossly negligent breach of duty by the provider, fraudulent concealment of a defect, as well as in cases of injury to life, body, or health and for claims under the Product Liability Act.

The provider’s processing of a customer’s notice of material defect shall only suspend the limitation period to the extent that the statutory requirements for such suspension are met. This shall not restart the limitation period.

Subsequent performance (replacement delivery or rectification) may affect the limitation period only with regard to the defect triggering the subsequent performance.

4.3 Recourse claims in contracts for digital products pursuant to Section 327u BGB shall remain unaffected by Sections 4.1 and 4.2.

If a purchaser asserts against the customer a claim that may give rise to a recourse claim, the customer shall inform the provider without delay of the asserted claim and all further information necessary and useful for its assessment. The customer shall give the provider the opportunity to satisfy the claim asserted by the customer’s purchaser, unless this is unreasonable for the customer. The customer and the provider shall coordinate and cooperate with the aim of satisfying a justified claim of the customer’s purchaser with the least possible effort and cost.

4.4 The provider may demand remuneration for its effort insofar as

1. it takes action based on a report without a defect actually existing, unless the customer could not reasonably have recognized that no defect existed, or
2. a reported disruption is not reproducible or otherwise provable by the customer as a defect, or
3. additional effort arises due to the customer’s failure to properly fulfill its obligations (see also Sections 2.2, 2.3, 2.4 and 5.2).

5. Defects in Title

5.1 The provider shall only be liable for infringements of third-party rights by its service insofar as the service is used in accordance with the contract and, in particular, unchanged in the contractually agreed or otherwise intended operating environment.

The provider shall only be liable for infringements of third-party rights within the European Union and the European Economic Area, as well as at the place of contractually intended use of the service. Section 4.1 sentence 1 shall apply accordingly.

5.2 If a third party asserts against the customer that a service of the provider infringes its rights, the customer shall notify the provider without delay. The provider and, where applicable, its upstream suppliers shall be entitled, but not obligated, to defend against the asserted claims at their own expense, insofar as permissible.

The customer is not entitled to acknowledge claims of third parties before having given the provider a reasonable opportunity to defend against the third-party rights in another manner.

5.3 If a service of the provider infringes third-party rights, the provider shall, at its own option and expense,

1. procure for the customer the right to use the service, or
2. design the service so that it no longer infringes rights, or
3. take back the service and reimburse the remuneration paid by the customer for it (less reasonable compensation for use), if the provider cannot achieve any other remedy with reasonable effort.

In doing so, the interests of the customer shall be reasonably taken into account.

5.4 The customer’s claims due to defects in title shall become time-barred in accordance with Section 4.2. Section 6 shall apply additionally to the customer’s claims for damages and reimbursement of expenses, and Section 4.3 shall apply accordingly to additional effort of the provider.

6. General Liability of the Provider

6.1 The provider shall always be liable to the customer

1. for damage caused intentionally or through gross negligence by the provider, its legal representatives, or vicarious agents,
2. under the Product Liability Act, and
3. for damage arising from injury to life, body, or health for which the provider, its legal representatives, or vicarious agents are responsible.

6.2 The provider shall not be liable in cases of slight negligence, unless it has breached a material contractual obligation whose fulfillment is essential for the proper execution of the contract or whose breach jeopardizes the achievement of the purpose of the contract and on whose compliance the customer may regularly rely.

In such cases, liability for property damage and financial loss shall be limited to damage typical for the contract and foreseeable. This shall also apply to lost profits and missed savings. Liability for other remote consequential damage is excluded.

For an individual case of damage, liability shall be limited to the contract value; in the case of ongoing remuneration, to the amount of remuneration per contract year, but not to less than €50,000. Section 4.2 shall apply accordingly to limitation periods. The contracting parties may agree in writing on more extensive liability at the conclusion of the contract, usually in exchange for separate remuneration. Any individually agreed liability amount shall take precedence. Liability under Section 6.1 shall remain unaffected by this paragraph.

Additionally and with priority, the provider’s liability for slight negligence arising from the respective contract and its performance shall be limited in total, regardless of legal grounds, to the percentage of the remuneration agreed in this contract at the time the contract is concluded. Liability under Section 6.1(b) shall remain unaffected by this paragraph.

6.3 The provider shall only be liable for damages arising from a guarantee declaration if such liability has been expressly assumed in the guarantee. In cases of slight negligence, this liability shall be subject to the limitations set out in Section 6.2.

6.4 Where restoration of data or components (such as hardware or software) is necessary, the provider shall only be liable for the effort required for restoration where proper data backup and contingency precautions have been carried out by the customer. In cases of slight negligence by the provider, such liability shall only arise if the customer had performed data backup and contingency precautions appropriate to the nature of the data and components before the incident. This shall not apply where such measures have been agreed as part of the provider’s services.

6.5 Sections 6.1 to 6.4 shall apply accordingly to claims of the customer against the provider for reimbursement of expenses and other liability claims. Sections 3.3 and 3.4 shall remain unaffected.

7. Data Protection

The customer shall conclude with the provider any agreements required under data protection law for the handling of personal data.

8. Miscellaneous

8.1 The customer shall be solely responsible for complying with the import and export regulations applicable to the deliveries or services, in particular those of the United States. In the case of cross-border delivery or performance, the customer shall bear any customs duties, fees, and other charges incurred. The customer shall be solely responsible for handling statutory or official procedures in connection with cross-border deliveries or services, unless otherwise expressly agreed.

8.2 German law shall apply. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

8.3 The provider renders its services on the basis of its General Terms and Conditions (GTC). The customer’s general terms and conditions shall not apply, even if the provider has not expressly objected to them.

The customer’s acceptance of the services shall be deemed acknowledgment of the provider’s GTC with waiver of the customer’s own general terms and conditions.

Other terms shall only be binding if acknowledged by the provider in writing; in such case, the provider’s GTC shall apply additionally.

8.4 Amendments and supplements to this contract should only be agreed in writing. Where written form is agreed (e.g. for termination or withdrawal), text form shall not suffice.

8.5 The place of jurisdiction for merchants, legal entities under public law, or special funds under public law shall be the provider’s registered seat. The provider may also sue the customer at the customer’s registered seat.

Last updated: March 2025