General Terms and Conditions

1. Scope, contracting parties

1.1 These terms apply to all contracts for the use of the software “Stitchomat” (the Software) between GOLLE Digital Solutions GmbH (the Provider) and the customer.

1.2 The offer is directed exclusively at businesses within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. No contracts are concluded with consumers.

1.3 End customers are the customer’s own clients who design motifs through the Software. No contractual relationship arises between the Provider and end customers; contracts for embroidered goods are concluded solely between the customer and its end customers.

1.4 Deviating or supplementary terms of the customer do not become part of the contract, even if the Provider does not expressly object to them.

2. Conclusion of contract, trial phase

2.1 The presentation of services on the website is not a binding offer. The contract is concluded when the Provider confirms the registration or activates access.

2.2 Upon conclusion of the contract, the data processing agreement (DPA) under Art. 28 GDPR is concluded at the same time. The current template can be viewed before conclusion of the contract at DPA.

2.3 Trial phase. The Provider may grant a free trial of 14 days, limited to 10 design files and 100 AI previews. No payment method is required for the trial. The trial ends automatically without notice; it does not turn into a paid subscription, and nothing is charged. If the customer does not choose a plan by the end of the trial, the account is paused: design by end customers, AI previews and downloads are suspended, data still stored remains available for export for 30 days and is deleted afterwards. During the trial there is no entitlement to availability, support or warranty.

3. Subject of the services

3.1 The Provider makes the Software available to the customer as software as a service via the internet and stores the data provided by the customer and its end customers. There is no entitlement to the source code.

3.2 The scope of functions results from the current service description (website, price list) and the booked plan. The Software includes in particular: a design interface for end customers (QR code/link, kiosk depending on the plan) for entering names, text, monograms, motif descriptions and logos; the generation of embroidery files with stitch preview, thread list and automatic quality check (traffic light); a staff interface with order codes, approval and download.

3.3 Not part of the services are hardware (in particular embroidery machines, tablets, kiosk stands, storage media), internet access, consumables and the embroidering itself. The Provider’s hardware recommendations are non-binding.

3.4 The Provider continuously develops the Software. Changes that do not materially restrict the contractually owed functions are permitted. In the event of a material restriction, the customer may terminate for cause within 4 weeks of notification.

3.5 Services of third parties are not owed, in particular the availability of external model providers and the delivery of emails by third parties.

4. Use of artificial intelligence

4.1 The Software uses AI models to generate image drafts from end customers’ motif descriptions (AI previews) and to split free-text input into an image description and the text to be embroidered. Names, text and monograms are set in embroidery fonts, and logo uploads are processed without AI unless the customer uses AI clean-up. The conversion into stitches is done without AI by an embroidery engine.

4.2 Model providers. For AI previews the Provider uses external model providers that may process data outside the European Union. Which providers these are and which data they receive is set out in the list of subprocessors and on the AI data use page; Section 17.2 applies to changes. Only the image description derived from the input is sent to the image model; names and text to be embroidered are separated beforehand.

4.3 No training by the Provider. The Provider does not use the data of the customer or its end customers to train its own models. Whether the model providers may store or use transmitted content is governed by their terms; the current status is described on the AI data use page.

4.4 Subject of the AI service, limits of results. AI drafts are probabilistic. They may deviate from the end customer’s wish, contain errors or resemble existing works, trademarks or characters. The subject of the contract is therefore not a particular content or design, but the provision of the design functions and the intended control mechanisms: traffic-light check of every embroidery file, approval by the customer before download, moderation filters (Section 8) and session and cost limits.

4.5 Labelling. Motifs created with AI are labelled as such in the interface.

4.6 Intended purpose. The Software is intended as a tool for designing and digitizing embroidery motifs. The customer uses it in its own name and for its own purposes and is therefore a deployer within the meaning of Regulation (EU) 2024/1689 (AI Act); the deployer obligations, in particular informing the persons concerned in the respective context and ensuring sufficient AI literacy of the staff involved (Art. 4 AI Act), are the customer’s.

5. Embroidery files, stitch result and machines

5.1 What is owed is a technically valid embroidery file in the agreed format (currently Tajima DST) with thread list that has passed the traffic-light check. A particular stitch result is not owed.

5.2 The stitch result depends on factors outside the Provider’s control, in particular the machine and its settings, fabric, stabilizer, thread, needle, hooping, placement and operation.

5.3 The traffic light is an aid, not a warranted characteristic. Even a file rated green may require rework depending on material and machine.

5.4 The stitch preview is a computed rendering of the embroidery file, not a photo of an embroidered piece. Colours, sheen and proportions may differ from the embroidered result.

5.5 The customer checks and approves every file before production. For new motifs, materials or products the Provider recommends a test stitch-out. Whether and how to embroider is decided solely by the customer.

5.6 For damage to machines, textiles or other material arising from processing a file approved by the customer, the Provider is liable only in accordance with Section 19.

6. Rights of use in motifs, embroidery fonts

6.1 The customer and its end customers retain all rights to the content they provide (e.g. logos, text). They grant the Provider a simple right, limited to the term of the contract, to process this content in order to provide the service.

6.2 To the extent the Provider holds rights in the design files generated with the Software (image draft, vector source, embroidery file, thread list), it grants the customer a simple right, unlimited in time and territory and surviving the end of the contract, to use, reproduce and edit them for its own orders and to pass them on to end customers together with the embroidered goods.

6.3 Motifs generated with AI may not be protected by copyright. The Provider does not warrant that a motif is exclusive; similar motifs may be generated for other customers.

6.4 The Software offers embroidery fonts whose licence permits use on embroidered products. Passing on the fonts themselves is not permitted.

7. Logo uploads and third-party rights

7.1 Anyone uploading a logo or other artwork must confirm before the upload that they are entitled to use it. The customer ensures that it holds or obtains the necessary rights to trademarks, logos, crests, characters and names for the embroidery orders it accepts.

7.2 The Provider does not check uploads and motifs for third-party rights. Hints from the Software about possible trademarks or protected characters (Section 8.2) do not replace a legal check by the customer.

8. Moderation, prohibited content, notices

8.1 Inputs and motifs that violate applicable law or third-party rights are prohibited, in particular:

• trademarks, logos, copyrighted works and characters without authorisation,
• depictions of well-known or other persons without their consent,
• pornographic, violence-glorifying, discriminatory or hate content and symbols of unconstitutional organisations,
• insults and other defamatory text.

8.2 The Software filters inputs automatically and flags, restricts or rejects recognisably inadmissible content. The filters are not error-free. The customer decides which orders it embroiders and is responsible for them.

8.3 Notices. The Provider accepts notices of infringing content at hello@golle-it.de. The Provider may block or delete reported or recognisably inadmissible content and informs the customer.

9. Accounts, end-customer access, kiosk

9.1 Access is granted to natural persons whom the customer sets up as users. Each user receives a personal account; sharing access is not permitted.

9.2 The customer protects credentials, QR codes and paired kiosk devices against misuse and informs the Provider without delay if misuse is suspected.

9.3 AI previews are only available in a sales context (paired kiosk or the customer’s stand QR code) and are limited by session and daily caps.

10. Rules of use, suspension

10.1 The customer does not use the Software unlawfully. In particular, circumventing technical restrictions, automated retrieval of AI previews, scraping beyond the intended interfaces and any use that impairs availability for other customers are prohibited.

10.2 In the event of a material breach, the Provider may suspend access after prior warning, or without warning if there is imminent danger. The payment obligation remains.

11. Billing units, quotas, packs

11.1 Design file: a motif released for production, counted on the first download of the embroidery file (or the first retrieval via an interface) for an order code. This applies to AI motifs, logo uploads and templates with image content. A name and motif in one design are one design file.

11.2 Not counted as a design file are names, text and monograms from embroidery fonts; re-downloads and size and colour variants of the same motif within 30 days; files rated red, test mode and technical errors.

11.3 AI preview: one call to the image model that produces a draft with stitch preview. Downloading a chosen draft does not trigger another AI preview. AI clean-up of logos counts as an AI preview. Names, logos without AI clean-up and inputs blocked by moderation are not counted.

11.4 Quotas. The plan includes a monthly quota of design files and AI previews as per the price list. The billing month follows the start of the contract. Unused quotas expire at the end of the billing month.

11.5 Additional design files beyond the quota are billed at the price list rate with the next invoice.

11.6 Preview packs are only used after the monthly quota and are valid for 12 months from purchase.

11.7 Automatic top-up. Automatic purchase of preview packs is enabled by default; the customer is informed of this when concluding the contract and can disable it at any time in the settings with effect for the future. When the quota is used up, a pack of the size stated in the price list is added and billed with the next invoice. The customer sets a monthly limit for packs (default €100 net). Once reached, AI previews pause until the next billing month or until the customer raises the limit; names, text, monograms and logos remain available. The Provider notifies the customer’s administrators by email of every automatic purchase and when the limit is reached.

11.8 Event Pass and Flex. An Event Pass is valid for the booked days, Flex packs for 12 months from purchase. Design files and AI previews not used by the end of validity expire without replacement.

12. Prices, payment, price adjustment

12.1 The prices agreed at conclusion of the contract as per the price list apply. All prices are net plus VAT.

12.2 The base fee is billed monthly or yearly in advance, usage-based items (additional design files, automatically purchased packs) with the following invoice. Payment is collected via the stored payment method through the payment service provider Stripe. Where invoices are issued by way of exception, they are due within 14 days without deduction.

12.3 Price adjustment. The Provider may adjust prices for ongoing contracts with 3 months’ notice to the end of a month. The customer may terminate the contract effective on the adjustment date; if it does not terminate, the adjusted price applies from the announced date.

12.4 In the event of default in payment, the Provider may restrict access after an unsuccessful reminder with a reasonable deadline.

13. Availability, support

13.1 The Provider provides availability of 99.5% on an annual average for the production environment, measured by external monitoring at 5-minute intervals. Not counted as downtime are announced maintenance windows (outside 8 am–6 pm on working days, announced 48 h in advance), force majeure, disruptions outside the Provider’s control and outages of third-party services, in particular model providers.

13.2 Support by email, Mon–Fri 9 am–5 pm except public holidays at the Provider’s registered office. First response within 2 working days on the Start plan and within 1 working day on the Pro and Business plans.

14. Customer’s duties to cooperate

14.1 The customer records its machines, formats and needle setup correctly and keeps them up to date, checks and approves files before production (Section 5.5) and reports disruptions without delay and in a comprehensible manner.

14.2 The customer informs its end customers appropriately about data processing (in particular at the stand, on QR signs and kiosk devices). The Provider provides a template notice for this.

15. Rights in the Software, customer’s data

15.1 For the term of the contract, the customer receives a simple, non-transferable, non-sublicensable right to use the Software in its own business.

15.2 The data provided by the customer remains the customer’s data. The Provider acquires no rights beyond what is necessary to provide the service. Section 6.2 applies to the design files generated with the Software.

15.3 Data export. The customer can download orders, embroidery files, vector sources and thread lists in common formats during the term of the contract as long as they are stored under the retention periods of the DPA (Annex 1).

15.4 The Provider may evaluate aggregated, non-personal usage statistics (e.g. approval rates, traffic-light distribution) to improve the Software.

16. Confidentiality

Both parties treat confidential information of the other party as confidential and use it only to perform the contract. The obligation continues for 3 years after the end of the contract. Excluded is information that is public or independently developed, as well as statutory disclosure obligations.

17. Data protection

17.1 Both parties comply with the GDPR. Where the Provider processes personal data on behalf of the customer, in particular data of end customers, the DPA (Section 2.2) applies and takes precedence over these terms where it contains deviating provisions.

17.2 The subprocessors used are publicly listed under Subprocessors. The Provider announces changes at least 30 days in advance by email to the customer’s administrators – with provider, purpose, location and date; the customer may object within this period.

18. Warranty

18.1 The Provider warrants the contractual usability of the Software during the term of the contract in accordance with Sections 3 to 5.

18.2 Strict liability for initial defects under Section 536a (1) alt. 1 BGB is excluded.

18.3 Limitation. Claims of the customer for defects become time-barred twelve months after the statutory start of the limitation period. The cases in Section 19.1 remain unaffected; the statutory periods apply to them.

19. Liability

19.1 The Provider is liable without limitation for intent and gross negligence, for injury to life, body and health, under the Product Liability Act and to the extent of an assumed guarantee.

19.2 In the event of a slightly negligent breach of essential contractual obligations (cardinal obligations), the Provider’s liability is limited to the typical, foreseeable damage, at most to the net fees paid in the twelve months before the damaging event, but at least EUR 50,000.

19.3 Otherwise, liability is excluded. This applies in particular to damage to machines, textiles and material and to lost profit from mis-stitches or rework, unless Section 19.1 or 19.2 applies. Mandatory statutory liability remains unaffected, in particular liability towards data subjects under Art. 82 GDPR; internal recourse is governed by § 11 of the DPA.

19.4 Data loss. The Provider owes the backup of data stored in the system as set out in the DPA. Subject to Section 19.1, liability for loss of data is limited to the effort that would have been required for restoration with proper backup by the Provider and use of the export function under Section 15.3 by the customer.

19.5 What counts as a guarantee. The Provider only assumes a guarantee within the meaning of Section 19.1 if it expressly designates a characteristic as a guarantee in these terms or in a separate agreement in text form. Statements on the website, in product descriptions, price lists and other advertising material do not constitute a guarantee, even if they use the term “guarantee”. The agreed quality of the service remains unaffected; it follows from these terms, in particular Sections 3, 4, 5 and 13.

20. Indemnification

20.1 Indemnification by the customer. The customer indemnifies the Provider against justified third-party claims asserted against the Provider to the extent they are based on a use of the Software in breach of contract for which the customer is responsible, or on an infringement by content provided by the customer or its end customers or embroidered by the customer – in particular third-party logos, trademarks and characters. Excluded are claims based on a breach of duty by the Provider.

20.2 Indemnification by the Provider. The Provider indemnifies the customer against justified third-party claims based on the contractual use of the Software itself infringing third-party industrial property rights or copyrights. Excluded are the motifs generated with the Software (Sections 6.3, 7). The Provider may, at its option, modify the Software, obtain a right of use or terminate the contract for cause and refund prepaid fees pro rata. Section 19 applies accordingly.

20.3 Procedure. The party entitled to indemnification informs the other party without delay of the claim asserted, leaves the legal defence to it on request and makes no acknowledgement without its consent. Both parties support each other in the defence and provide the information required for it.

21. Term and termination

21.1 The contract runs for an indefinite period and can be terminated at the end of the billing month for monthly payment and at the end of the term for yearly payment. Event Pass and Flex end when their validity expires without the need for termination.

21.2 Terminations must be in text form. The right to terminate for good cause remains unaffected.

21.3 After the end of the contract, the Provider keeps the customer’s data still stored available for export for 30 days and then deletes it using the procedure described in the DPA.

22. Changes to these terms

22.1 The Provider may change these terms with 4 weeks’ notice to the end of a month if this is necessary to adapt to changes in the law, case law or a changed service.

22.2 The customer may object to the change within 4 weeks of receipt. The Provider points out the deadline and legal consequences separately in the notice. If the customer objects, the Provider may terminate with ordinary notice effective on the date the change takes effect.

23. Final provisions

23.1 German law applies, excluding the UN Convention on Contracts for the International Sale of Goods.

23.2 The exclusive place of jurisdiction is Frankfurt am Main if the customer is a merchant, a legal entity under public law or a special fund under public law.

23.3 Should individual provisions be invalid, the remainder of the contract remains valid.