General terms and conditions of Strandperle GmbH

As of 28 April 2025

This is a translation of the German original for your convenience. In case of any discrepancy, the German version is authoritative.

1. Scope

The following General Terms and Conditions (GTC) apply to all deliveries and services of Strandperle GmbH. The GTC apply in addition to individually agreed arrangements. The Strandperle GTC take precedence over any business, delivery, contract and purchasing terms of the customer. Such terms do not become part of the contract, even without express objection by Strandperle. This also applies to follow-up transactions, regardless of whether the individual follow-up transaction expressly refers to these terms again. The performance of deliveries and services does not imply acceptance of the customer's general terms and conditions. The GTC apply only vis-à-vis entrepreneurs within the meaning of §§ 310, 14 of the German Civil Code (BGB).

2. Offer and Conclusion of Contract

2.1 Our offers are in principle subject to change. They merely represent the invitation to the customer to place a corresponding order. A contract comes into existence – subject to the following conditions – only upon written or electronically transmitted confirmation of the order (e.g. by e-mail) by Strandperle, in exceptional cases also by oral confirmation. The same applies to additions, amendments or side agreements.

2.2 The content and execution of the contract are determined by the services and restrictions requested by the customer and confirmed by Strandperle in the order confirmation.

3. Rights of Use

3.1 Based on the customer's details, Strandperle determines the motif ultimately desired by the customer from the digital inventory of various providers. The scope of the rights of use is governed exclusively by the specifications of Strandperle's upstream supplier, as specified in Strandperle's final order confirmation.

3.2 As a matter of principle, the terms of use used by the upstream supplier also apply in relation to the customer. These terms of use take precedence over any conflicting Strandperle GTC. The terms of use are available on the respective website of the upstream supplier, but can also be provided to the customer in writing upon request.

4. Usage Fee

4.1 Subject to agreements to the contrary, the usage fee applies only to the non-exclusive, one-time use for the agreed purpose, for the temporal and material scope stated in the order confirmation, and for the agreed contract territory. Any use beyond this requires Strandperle's prior consent and triggers further remuneration claims.

4.2 The granting of the agreed rights of use is subject to the condition that the customer has previously paid the stated invoice amount in full.

5. Copyright

5.1 The delivered data are without exception protected by copyright. The customer is obliged to affix an appropriate copyright notice to the works, as specified by Strandperle or its upstream supplier.

5.2 Distortion of the copyrighted work, for example by tracing, re-photographing, photo composing or electronic means, is not permitted.

6. Scope of Advertising Use

6.1 When using the works, the customer must respect the protection of general personality rights. In cases of doubt, the customer must obtain the necessary consents from the depicted persons themselves.

6.2 A use of the works that is out of context, and their distortion in word and image, is generally not permitted. The use of the works for racist, pornographic or extremist purposes is likewise not permitted.

7. Delivery / Dispatch

7.1 Unless otherwise agreed (e.g. electronic transmission of data/images), Strandperle will dispatch at its own discretion and at its own cost for the customer. In such cases the customer bears the transport risk from the moment the shipment is handed over to the carrier. If a delivery is delayed due to circumstances for which the customer is responsible, the risk passes to the customer already upon notification of readiness for dispatch.

7.2 Strandperle reserves the right to make partial deliveries, unless the partial delivery is obviously of no interest to the customer.

8. Prices and Payment Terms

8.1 All stated prices are net prices plus the respective statutory VAT.

8.2 Invoices are due for payment immediately without deduction. Any deduction of a discount requires prior written agreement.

8.3 In the event of late payment, Strandperle may charge default interest at eight percent above the respective applicable base rate of the ECB. Furthermore, in the event of default, services by Strandperle may be temporarily withheld.

8.4 The customer is not entitled to offset claims against Strandperle, unless the claims are legally established or acknowledged in writing by Strandperle. The customer is entitled to exercise a right of retention only to the extent that the counterclaim is based on the same contractual relationship.

9. Defect Claims

9.1 Defect claims by the customer require that the customer has properly complied with its inspection and notification duties under § 377 of the German Commercial Code (HGB).

9.2 If a defect exists, the customer may, at its choice, demand subsequent performance in the form of remedy of the defect or the delivery of a new, defect-free item. In the event of remedy of the defect, Strandperle is obliged to bear all expenses necessary for the purpose of remedy, in particular transport, travel, labour and material costs, insofar as these are not increased by the fact that the contract item was moved to a location other than the place of performance.

9.3 If subsequent performance fails, the customer is entitled, at its choice, to demand withdrawal from the contract or a reduction of the purchase price.

9.4 If the customer asserts claims for damages, the limitations of liability under section 10 apply.

9.5 The limitation period for defect claims is 12 months, calculated from the transfer of risk. The limitation period in the case of supplier recourse under §§ 478, 479 of the German Civil Code (BGB) remains unaffected.

10. Liability

10.1 Strandperle is liable in accordance with the statutory provisions insofar as the customer asserts claims for damages based on intent or gross negligence of Strandperle's representatives or vicarious agents.

10.2 In other cases, Strandperle is only liable if a material contractual obligation is culpably breached – that is, an obligation whose fulfilment is essential to the proper performance of the contract and on whose compliance you, as the customer, may regularly rely (a so-called cardinal obligation). In such a case, however, liability for damages is limited to foreseeable, typically occurring damage. In all other cases, our liability is excluded, subject to the provision in section 10.3.

10.3 Liability for culpable injury to body, life or health remains unaffected by the above limitations and exclusions of liability; this also applies to mandatory liability under the German Product Liability Act.

10.4 Where liability for damages vis-à-vis Strandperle is excluded or limited, this also applies with regard to the personal liability for damages of its employees, workers, staff, representatives and vicarious agents.

11. Note on Liability for AI-Generated Content

11.1 Strandperle, based on all available information and using all reasonable means at its disposal, verifies that the images and videos offered by it – especially if they are generated using artificial intelligence (AI) – comply with applicable laws (in particular in connection with the use of artificial intelligence) and ethical standards. In particular, the images and videos offered by Strandperle are carefully reviewed to ensure that they are neither misleading, discriminatory nor harmful, and that they do not infringe trademark or other intellectual property rights.

11.2 However, Strandperle cannot guarantee legal certainty when using photos/illustrations produced by artificial intelligence (Generative AI). Compliance with copyright regarding training data or image content within AI-generated assets is the responsibility of the upstream supplier in accordance with its guidelines and general terms and conditions (these can be accessed on the respective upstream supplier's website). Strandperle reviews the circumstances but assumes no liability or guarantee and is liable exclusively for infringements of such third-party rights that were positively known to Strandperle GmbH at the time of the offer or were not known due to gross negligence. The limitations of liability under section 10 apply.

12. Final Provisions

12.1 German law applies to all claims arising from the contractual relationship with the customer. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

12.2 Place of jurisdiction is Frankfurt am Main, Germany.

12.3 All agreements that amend, supplement or specify these Strandperle GTC, as well as special assurances and arrangements, must be recorded in writing.

12.4 Should any provision in these GTC be invalid, this does not affect the validity of the remaining provisions. If the Strandperle GTC contain a gap, a provision shall apply that comes closest to what the parties would have intended had they considered this point.