Terms and Conditions

Terms of conditions

Model & Go Terms of Conditions

These Terms of Service ("Terms"), as amended from time to time, along with any additional terms, agreements, and policies referenced herein (which form an integral part of these Terms), constitute a legally binding agreement between Model&Go, a company incorporated under the laws of the Netherlands ("Company"), and the customer executing or accepting the Order Form ("Customer"). The Order Form refers to these Terms and governs the use of Model&Go's AI-powered photoshoot services ("Services").

By executing the Order Form or otherwise using the Services, the Customer agrees to comply with and be bound by these Terms. The Order Form can be completed in various ways, including through an online form, via third-party marketplaces, within the platform, or by submitting an offline form through email or another delivery method. The completion of the Order Form or any use of the Services by the Customer will conclusively signify the Customer’s acceptance of these Terms.

In the event of a conflict between these Terms and the Order Form, the Terms will prevail unless the Order Form specifically states otherwise.

1. Definitions

1.1 Agreement: This contract, including annexes and any written amendments, constitutes the entire understanding between the parties.

1.2 Services: The delivery of 10 edited digital marketing photographs by Model&Go.

1.3 Deliverables: Final 10 photographs provided in digital format by Model&Go.

1.4 Dutch Civil Code: Relevant governing law (Burgerlijk Wetboek).

2. Scope of Services

2.1 Model&Go agrees to deliver the following services to the Client:

a) Creative consultation (optional);

b) One photography session;

c) Post-production of 10 images;

d) Digital delivery of images.

2.2 Additional Services: Services such as location scouting, models, props, or extra photos are not included unless explicitly agreed upon in writing.

3. Term and Timeline

3.1 This Agreement enters into force upon signature by both Parties.

3.2 The estimated delivery term for the Deliverables is [X] business days after written confirmation and receipt of full payment, unless otherwise agreed upon in writing.

4. Subscription; Payments

4.1 Subscription Term and Fees: The Platform is provided on a subscription basis for the term specified in the Order Form (the "Subscription" and the "Subscription Term"). During the Subscription Term, Customer shall pay the Company the applicable fees set forth in the Order Form (the “Fees”). Unless expressly indicated otherwise, Fees are stated in US dollars. Customer hereby authorizes the Company, either directly or through the Company's payment processing services, to charge the Fees via Customer’s selected payment method, upon the due date.

4.2 Subscription Auto-Renewal: Customer’s Subscription shall automatically renew by default, unless canceled by the Customer prior to its expiration in accordance with Section 9.3, for a renewal period equal in time to the original Subscription Term (excluding any renewal period) at the then-applicable Fees.

4.3 Taxes: The Fees are exclusive of any and all taxes (including without limitation, VAT, sales tax, excise, goods and services tax, etc.), levies, or duties which may be imposed in respect of these Terms (the "Taxes"). If Customer is located in a jurisdiction which requires Customer to deduct or withhold Taxes, Customer shall bear the sole responsibility and liability to pay such Tax and shall "gross up" the Fees accordingly.

4.4 Payment Terms: The Fees set forth in each Order Form are final. Customer shall pay each invoice in accordance with the payment terms set forth in the Order Form. Unless otherwise set forth, Fees are payable in full for the applicable Subscription Term in advance. All Fees are non-cancelable and non-refundable, unless otherwise required by mandatory law.

4.5 Delinquent Payments: Delinquent payments may bear compounded interest at the rate of one and a half percent (1.5%) per month or the highest rate permitted by law.

4.6 Payment Processing: Customer hereby authorizes the Company, either directly or through third-party payment processing services, to charge the Fees via Customer’s selected payment method. Customer agrees that third-party payment processors’ terms shall apply to its payment of the Fees.

5. Revisions and Acceptance

5.1 Minor Revisions: The Client is entitled to one (1) round of minor revisions, provided feedback is given within 5 working days after delivery of the Deliverables.

5.2 Deemed Acceptance: If no comments are provided within the 5-day period, the Deliverables will be deemed accepted.

5.3 Additional Revisions: Additional revisions will be billed at an hourly rate of €[rate], excluding VAT.

6. Liability

6.1 Direct Liability: Model&Go is only liable for direct damages resulting from an attributable shortcoming (toerekenbare tekortkoming) in the performance of this Agreement.

6.2 Limitation of Liability: Model&Go's liability is at all times limited to the amount paid under this Agreement for the specific services that caused the damage.

6.3 Exclusion of Consequential Damages: Model&Go is not liable for consequential damages, loss of data, or reputational harm.

7. Cancellation & Termination

7.1 Client Cancellation: The Client may cancel the Agreement in writing, with the following terms:

a) Before commencement: 50% refund.

b) After commencement: No refund.

7.2 Termination by Model&Go: Model&Go may suspend or terminate the Agreement with immediate effect if the Client breaches essential obligations, particularly payment.

7.3 Effect of Termination: Termination does not affect accrued rights or obligations of either party.

8. Confidentiality

8.1 Both Parties agree to keep confidential any information disclosed during the term of the Agreement, except where disclosure is required by law.

8.2 Confidentiality Obligations: Both Parties will take all necessary steps to protect each other’s confidential information, including but not limited to limiting access to employees who need such information to fulfill the terms of this Agreement.

9. Applicable Law and Dispute Resolution

9.1 Governing Law: This Agreement is governed exclusively by Dutch law, including Book 6 (Contracts) and Book 7 (Special Agreements) of the Dutch Civil Code.

9.2 Dispute Resolution: Any disputes arising out of or in connection with this Agreement shall be submitted to the competent court of [City], the Netherlands, unless mandatory law dictates otherwise.

10. Intellectual Property and right to use

10.1 : Company Intellectual Property

All rights, title, and interest in the Model&Go Platform and the photos generated by the Platform for the Client (the "Licensed Photos"), including, but not limited to, any content, materials, software, know-how, data files, documentation, code, SDK, API, designs (including the "look and feel" of the Platform and any part thereof), graphics, text, media, photographs, images, illustrations, sketches, methodologies, artwork, names, logos, copyrightable materials, specifications, methods, procedures, information, interactive features, interface, GUI, trade secrets, trademarks, and service marks (excluding Client Data), as well as any and all related or underlying technology, updates, new versions, modifications, improvements, developments, or derivatives thereof, are owned by Model&Go and its licensors. These Terms do not convey to the Client or any User any interest in or to the Platform and the Licensed Photos, except for a limited right of use, as set forth herein, terminable in accordance with these Terms.

10.2 : License to Licensed Photos

Model&Go grants the Client a personal, non-exclusive, limited, non-transferable, worldwide license to display each Licensed Photo until the later of:

Two (2) years from the date the Licensed Photo was generated; or
Termination of these Terms (i.e., the Client has no active Subscription to the Platform). This license is granted solely for the Client's own fashion business and for one brand only.

10.3: Prohibited Use:
The Customer and its Users may not:

(i) Use the Platform or Licensed Materials for any purpose other than as explicitly set forth in these Terms.
(ii) Copy, modify, alter, translate, create derivative works, or reproduce the Platform or Licensed Materials.
(iii) Transfer, sublicense, assign, rent, lease, or otherwise share the rights granted under these Terms to any third party.
(iv) Reverse engineer, decompile, or disassemble any part of the Platform or Licensed Materials.
(v) Use the Platform or Licensed Materials to build or assist in building a competing service.
(vi) Attempt to bypass security features or interfere with the proper working of the Platform.
(vii) Provide any unauthorized third party access to the Platform or Licensed Materials.

The Customer shall be solely responsible for any unauthorized use of the Platform or Licensed Materials by the Customer, its Users, or any third party.
Feedback:
Any feedback, suggestions, or comments ("Feedback") provided by the Customer regarding the Platform or Licensed Materials will become Model&Go’s sole property without any restrictions. Model&Go may use such Feedback at its discretion without obligation to the Customer.
Reporting of Intellectual Property Infringements:
Model&Go does not permit infringement of intellectual property rights via the Platform. To file a copyright infringement notification, please send a written communication to [contact@modelandgo.com], and Model&Go will follow up with further instructions.
Intellectual Property Infringements:
In the event Model&Go believes that the Platform or any part thereof may infringe upon third-party intellectual property rights, Model&Go may, at its discretion:
- (i) Obtain, at no additional cost to the Customer, the right to continue using the Platform.
- (ii) Replace or modify the allegedly infringing part of the Platform to avoid infringement while maintaining substantially equivalent performance.
- (iii) If the above remedies are not feasible, Model&Go may require the Customer to cease using the infringing part of the Platform. In such cases, the Customer will receive a prorated refund for the unused portion of their subscription.
These remedies are the Customer’s exclusive remedies for any intellectual property infringement involving Model&Go’s Platform.
Special Terms for Studios:
If the Customer’s agreement with Model&Go includes a special "Studio License," the following terms apply:
- The Customer may grant a sublicense to one of its customers ("End Customer") to use the Licensed Materials solely for the End Customer’s own fashion business, under the same terms as granted in these Terms.
- The Customer is responsible for ensuring compliance with all Studio Use Requirements, including crediting and marketing requirements, available at [link to Studio Use Requirements].
- The Customer must include these Terms in its agreement with the End Customer, ensuring that the End Customer is bound by the same terms towards Model&Go.
- The Customer is fully liable for any breach of these Terms by the End Customer, and any content provided by the End Customer to the Customer will be considered as User Content under these Terms.

11. The Platform

The Platform is an AI-powered photo generation service that allows users to create realistic retail product photos using synthetic models, powered by artificial intelligence. The Platform is offered as a Software-as-a-Service (SaaS) subscription model, as described on our website at www.modelandgo.com (the “Platform”). Customers may access and use the Platform and the generated photos ("Licensed Photos") solely for their own business purposes, subject to and in accordance with these Terms.

11.2 : Subscription limitations

The right to access, integrate, and use the Platform, along with the Licensed Photos, is granted solely to the Customer. This right is limited, non-transferable, non-exclusive, non-assignable, and non-sub-licensable. The Platform may only be used by individuals who: (i) have the legal capacity to form binding contracts under applicable law, and (ii) are authorized to use the Platform in accordance with the Customer’s internal procedures and policies (if any).

11.3 : Modification or Discontinuation of the Platform

Model&Go reserves the right to modify or update the Platform at any time, including the availability of any feature, content, or tool. We may also impose limitations or restrictions on certain features or access to parts of the Platform without prior notice, except when a material change occurs. In such cases, we will notify the Client through an announcement on our website, within the Platform, or via email. Additionally, we may offer alternative or additional features to specific Clients, which may not be available to others.

12. Registration of Services

12.1 : Account Registration

In order to use the Model&Go Platform, each User must register and create an account ("Account"). Model&Go reserves the right to refuse a User’s registration or to block access to the Platform at its discretion.

2.2 : Account Information

As part of the registration process, the Customer or User may be required to provide Model&Go with certain personal and business information, including but not limited to name, phone number, email address, and organization details, and to select a password. The Customer is responsible for ensuring that all provided registration information is accurate, complete, and up-to-date.

The Customer shall notify Model&Go immediately in case of any breach of security or unauthorized use of an Account. The Customer is solely responsible and liable for any activity that occurs in the Accounts, and for the use of the Platform by its Users. Additionally, the Customer is responsible for any losses, damages, liabilities, or expenses incurred by Model&Go or third parties resulting from unauthorized use of the Account, whether by the Customer, Users, or third parties acting on behalf of the Customer.

13. Customer Data

13.1 : Client data

While using the Model&Go Platform, the Client may upload or transfer certain data to be processed by the Platform on the Client's behalf ("Client Data"). Client Data may include designs, graphics, photographs, images, illustrations, or any other content uploaded, submitted, transmitted, or otherwise made available to the Platform by any User to be processed by Model&Go for the purpose of generating AI-powered photos and other related services ("User Content").

As between the Client and Model&Go, all rights in the Client Data shall remain with the Client. Users must adhere to the Client’s internal policies, guidelines, and procedures concerning the use or transfer of Client Data via the Platform.

13.2 : License granted to Model&Go

The Client hereby grants Model&Go and its service providers (sub-processors) an irrevocable, perpetual, non-exclusive, worldwide, royalty-free, fully paid, sub-licensable license to access, use, process, modify, copy, download, store, distribute, and display the Client Data for the purpose of developing, maintaining, marketing, and providing the Platform. This license also covers technical and security purposes necessary for the operation of the Platform or as otherwise permitted by these Terms or written agreements with the Client.

13.3 : Client Representations

The Client represents and warrants that:

The Client owns or has all necessary licenses, rights, consents, approvals, and permissions to grant Model&Go the aforementioned license and to authorize Model&Go and its sub-processors to access, use, process, copy, download, store, distribute, and display the Client Data, without infringing or violating any third-party rights, including copyrights, privacy rights, trademarks, or any other proprietary or contractual rights.
Any Client Data and its use does not violate any applicable laws, including data privacy regulations or terms governing such data.
No sensitive data protected under special legislation (e.g., protected health information, credit/debit card data) will be uploaded or transferred to the Platform.

13.4 : Restrictions

Users may not, and may not permit or aid others to:

Upload, display, post, send, incorporate, or contribute any User Content that:
1. Infringes, violates, or misuses any copyright, patent, trademark, trade secret, or other rights of third parties.
2. Is defamatory, abusive, harassing, threatening, or constitutes an invasion of privacy.
3. Is offensive, vulgar, obscene, pornographic, or includes harmful content.
4. Encourages illegal activity or contains viruses or other malicious code.
5. Impersonates others or creates a false identity.
6. Violates applicable laws or regulations.

The Client is solely responsible for any violation of these restrictions by its Users and any resulting damage or loss to third parties. Model&Go is not obligated to maintain or back up any User Content or Licensed Photos and may remove them at its discretion.

13.5 : Liability

Except for the data protection obligations expressly set forth in Section 6, Model&Go assumes no responsibility or liability for Client Data or User Content. The Client remains solely responsible for its Client Data and User Content, as well as the consequences of using, storing, disclosing, or transmitting it. Model&Go does not monitor or moderate Client Data or User Content, and it is the Client's responsibility to ensure compliance with applicable laws and regulations.

14.Privacy; Data Protection; AI; Anonymous Information

14.2 : Artificial Intelligence

The Customer acknowledges that the Platform is powered by artificial intelligence tools developed by Model&Go to optimize and enhance marketing strategies. While Model&Go strives to ensure the accuracy, quality, and reliability of the Platform, there may be limitations, inaccuracies, or biases in the AI tools, which are beyond the reasonable control of Model&Go. The Customer understands that these limitations may impact the outputs or results generated by the Platform, and Model&Go does not guarantee the absolute accuracy or performance of the AI models.

14.3 : Anonymous Information

Model&Go may collect, monitor, and freely use "Anonymous Information" (as defined below) for the purpose of improving, maintaining, and marketing the Platform. "Anonymous Information" refers to data collected about the use of the Platform that does not identify individuals and includes aggregated data, metadata, and analytic information. This data may be used to enhance Model&Go's services, improve performance, and develop new features or products. By using the Platform, the Customer consents to the collection and use of Anonymous Information as described in the Privacy Policy.

15. Final Provisions

15.1 This Agreement constitutes the entire agreement between the Parties.

15.2 Amendments: Amendments or additions to this Agreement are only valid if made in writing and signed by both Parties.

15.3 Invalidity of Provisions: If any provision of this Agreement is deemed invalid, the remaining provisions shall remain enforceable.