Terms and Conditions (B2B)

1. These Terms apply to all contracts between Mamendo GmbH, trading as ProfileBakery, In der Oberwis 3, 8123 Ebmatingen, Switzerland, UID CHE-227.339.751 (ProfileBakery), and customers entering into the contract for commercial or professional purposes, in particular companies, public bodies and HR administrators (the Customer). They do not apply to consumers.

2. ProfileBakery provides services solely on the basis of these Terms. Deviating or conflicting terms of the Customer do not apply unless ProfileBakery expressly agrees to them in writing; e-mail is sufficient.

3. These Terms also apply to future contracts with the Customer without a further reference being required, unless ProfileBakery notifies other terms in writing.

1. ProfileBakery provides the Customer with a cloud-based service that creates professional employee photos (headshots) using artificial intelligence.

2. The service includes in particular:

• personalised upload links for employees
• upload and processing of employee source images
• generation of AI headshots according to the selected styles, backgrounds and settings
• provision of final image files in the customer account or in individual galleries
• optional branding functions such as individual backgrounds, clothing and logos

3. The exact scope of services follows from the offer accepted by the Customer.

4. To perform the service, ProfileBakery uses specialised technical service providers. Processing may take place in third countries. Where required, ProfileBakery relies on appropriate safeguards, in particular standard contractual clauses. Details are set out in the data processing agreement provided separately. These Terms do not name individual technical providers or models.

5. Any test access or non-binding preview, if offered, creates no payment obligation and is subject to the same data protection rules as the paid service.

1. ProfileBakery submits an individual offer in writing; e-mail is sufficient. The contract is formed when the Customer accepts the offer, for example by confirmation by e-mail or by countersignature.

2. The offer accepted by the Customer serves as the order confirmation. No separate order confirmation is issued. Where these Terms refer to the accepted offer, that document is meant.

3. The Customer ensures that the information provided at registration or order is complete and correct, and updates changes without delay.

4.1 Prices

Prices are agreed individually and follow from the accepted offer. Prices are net. ProfileBakery is established in Switzerland. Supplies to customers established in the EU are not taxable in Switzerland; the reverse charge mechanism applies and the recipient is liable for the tax. The Customer provides a valid VAT identification number and accounts for the tax itself where the law so provides. Other taxes and charges are borne by the Customer where they apply.

4.2 Billing

1. Depending on the agreement, ProfileBakery offers annual billing in advance or monthly billing.

2. Billing interval (annual or monthly), currency and any discounts are set out in the accepted offer.

4.3 Due date and default

1. Unless the accepted offer provides otherwise, invoices are due within 30 days of the invoice date without deduction.

2. In case of payment default, ProfileBakery may temporarily suspend access to the service and charge statutory default interest.

3. The Customer may withhold payment or set off only if its counterclaim is undisputed or finally established.

4.4 Price changes

1. ProfileBakery may adjust prices for future billing periods. Price changes are notified to the Customer in writing at least 30 days before the next renewal period begins.

2. The Customer may terminate the contract as of the end of the current billing period after receiving the notice. If the Customer does not terminate in time, the new prices apply from the next period.

1. For the term of the contract, ProfileBakery grants the Customer a simple, non-transferable and non-sublicensable right to use the platform to the agreed extent.

2. The Customer receives no rights in source code, software or other technical components, only time-limited access to the service.

3. Group use. The Customer may allow its affiliated companies to use the platform. Affiliated companies are entities that the Customer directly or indirectly controls, that control the Customer, or that are under common control with the Customer. The Customer remains responsible for their compliance with this contract and is liable for their conduct as for its own. The agreed number of runs applies to all using companies together.

The service is measured in runs. A run is one photo session for one person. ProfileBakery credits the agreed number of runs to the Customer.

6.1 Subscription

1. The Customer books a subscription plan that covers a defined number of runs per billing period (included runs).

2. The subscription plan may be agreed on an annual or monthly basis. For annual billing, the annual fee is due in advance.

3. The concrete scope of the subscription plan, including included runs, branding options and support, follows from the accepted offer.

6.2 Subscription runs

1. Subscription runs are credited monthly. They may be used only in the month for which they are credited.

2. Unused subscription runs expire at the end of the respective month. They do not roll over into later months and are not refunded.

6.3 Additional volume

Additional runs beyond the booked plan require a separate order. There is no automatic overage billing unless the parties agree otherwise in the accepted offer.

6.4 Rollout packages

1. In addition to or instead of a subscription, a one-time rollout package for a defined number of runs may be agreed. The rollout package is a one-time service and has no minimum term.

2. Rollout runs must be used within 6 months after the first run, and in any event within 12 months of the invoice date of the rollout package. Whichever period expires first prevails. Unused runs then expire without a refund.

3. Clause 6.4.2 prevails over clause 11.4. If a subscription plan ends before those periods expire, rollout runs already paid for remain available until the periods expire.

1. The Customer uses the platform only in accordance with applicable law and these Terms.

2. The Customer is responsible for ensuring that all images and data uploaded by it or its employees do not infringe third-party rights, in particular copyright, personality rights or trade mark rights.

3. The Customer will not upload unlawful content or content that violates data protection, criminal law or other protective rights.

4. The Customer protects access credentials against unauthorised use and ensures that only authorised persons access the customer account.

5. If the Customer culpably breaches these duties, ProfileBakery may, after prior warning, temporarily suspend access or terminate the contract for cause.

6. The Customer indemnifies ProfileBakery against claims of employees and other third parties arising from uploaded content, publication of headshots, missing or withdrawn consents or personality rights, including reasonable costs of legal defence, unless ProfileBakery caused the claim intentionally or by gross negligence.

1. In B2B use, the Customer is the controller for the processing of its employees' personal data.

2. ProfileBakery provides a GDPR-oriented consent template. Employees give consent in the application before the photo upload starts. The Customer remains the controller. The Customer may adapt the texts. The legal assessment of the legal basis remains with the Customer. Personality rights of employees remain the Customer's responsibility.

3. ProfileBakery provides technical tools to configure, collect and evidence consents in the upload process: in the HR admin area the Customer (for example data protection or HR) may adapt the consent texts and optionally enable a second consent prompt. GDPR-oriented standard templates are provided. Employees give the required consents digitally in the application before the photo upload starts. Granting of consent is logged per employee with a timestamp. The Customer may download the recorded consent data (including e-mail address, consent status, time of consent and, where enabled, a second consent) as a table export (CSV, openable in Microsoft Excel) from the HR dashboard.

4. Notwithstanding the technical documentation, the Customer remains solely responsible for the choice and legal conformity of the legal basis, the content of the consent texts, and the legal assessment, retention and production of proof vis-à-vis employees and supervisory authorities.

5. If an employee requests deletion of their final headshots, the Customer is responsible for carrying out that deletion in its account. ProfileBakery supports the Customer technically on request, but cannot replace the Customer's own duties.

6. If the service cannot be used in whole or in part because the Customer has not established the required data protection conditions, in particular because necessary employee consents are missing or withdrawn or no sufficient legal basis exists, the Customer has no claim to a refund of amounts already paid. This applies whether or not the Customer has actually used the platform.

1. ProfileBakery processes personal data of the Customer's employees in the headshot service as processor under Art. 28 GDPR and, where applicable, as processor under the revised Swiss Federal Act on Data Protection (revFADP).

2. The data processing agreement (DPA) is provided to the Customer separately and is not published with these Terms. An individually agreed DPA takes precedence. Retention, deletion and return of personal data are governed exclusively by the DPA.

3. ProfileBakery uses technical service providers to perform the service, including in third countries. Transfers rely on appropriate safeguards where required, in particular standard contractual clauses. The processors used are described in the DPA, not in these Terms.

1. Transparency duties under Regulation (EU) 2024/1689 (EU AI Act) apply to certain AI-generated content. ProfileBakery embeds a machine-readable marking in every final generated image (C2PA metadata, Content Credentials). This marking is not visible in the image and is preserved on download.

2. In addition, ProfileBakery provides a visible marking. Before download, the Customer may have a visible AI marking burned into the image pixels in the dashboard. The Customer therefore has the means for both machine-readable and human-readable marking.

3. Where the Customer publishes or otherwise uses the images, the Customer is responsible for human-readable disclosure that the content was artificially generated, to the extent Art. 50(4) EU AI Act applies. Machine-readable labelling alone is not sufficient for that disclosure.

4. On request, ProfileBakery supports the Customer with labelling to the extent technically available.

1. Unless the accepted offer provides otherwise, the minimum term for subscription plans is twelve months from the contract start. The contract start is the date on which the Customer accepts the offer. One-time rollout packages have no term; clause 6.4 applies to them.

2. The subscription plan renews automatically for further twelve-month periods unless a party terminates it in writing with 30 days notice to the end of the then-current term; e-mail is sufficient. Notices of termination and other declarations are to be sent to Mamendo GmbH, In der Oberwis 3, 8123 Ebmatingen, Switzerland, or to support@profilebakery.com.

3. The right to terminate for cause remains unaffected. Cause exists in particular if

• the Customer is in substantial default of payment despite reminder and deadline
• the Customer repeatedly breaches material contractual duties
• insolvency proceedings are opened over the Customer's assets or the opening is refused for lack of assets.

4. Access ends when the contract ends. The Customer exports any final images it still needs before the contract ends. Retention, deletion and return of personal data are governed by the DPA. There is no claim to further storage or to a refund of unused runs; clause 6.4 remains reserved.

1. ProfileBakery aims to operate the platform without disruption and to make it available with as little interruption as possible.

2. There is no warranty of a specific availability or response time unless expressly agreed in a service level agreement. The content and the fee of a booked service level agreement follow from the accepted offer.

3. Maintenance, updates and further development may cause temporary impairment. ProfileBakery aims to carry out such work in low-use periods and to inform the Customer in good time.

4. Support requests may be submitted by e-mail or via the designated support channels. Responses are given during ordinary business hours.

5. ProfileBakery is not liable for delay or non-performance caused by circumstances beyond its reasonable control, including outages of energy or networks, failures of technical service providers, official orders, labour disputes or epidemics. Deadlines are extended by the duration of the impediment. If the impediment lasts more than 90 days, either party may terminate the contract as of the end of the then-current billing period without damages.

1. In the finally generated headshots, ProfileBakery grants the Customer a temporally, geographically and substantively unlimited, non-exclusive right of use for internal and external business purposes, for example website, social media, employer branding, PR and internal communication. This is a licence, not an assignment of copyright. AI-generated content may not be protected by copyright.

2. The Customer may reproduce, distribute and make the images publicly available, but is not obliged to do so.

3. The Customer grants ProfileBakery a simple right to process uploaded images solely to perform this contract. ProfileBakery retains all rights in software, styles, prompts and other tools. Uploaded and generated images are not used to train AI models.

4. ProfileBakery may use aggregated usage data to improve its services. Aggregation takes place within the scope of the DPA. The results contain no personal data and do not allow individual persons to be identified. Images are not used for this purpose.

1. ProfileBakery owes performance in line with the state of the art, but not a specific visual appearance of individual images or an exact match with reference photos.

2. Minor deviations in colour, style or background are not defects if the images are overall suitable for the agreed purpose.

3. ProfileBakery may further develop the platform and the offered functions, provided this is reasonable for the Customer.

1. Mandatory liability. ProfileBakery is liable without limitation only (a) for damage from injury to life, body or health, (b) for unlawful intent and gross negligence of its own corporate bodies (Art. 100(1) of the Swiss Code of Obligations), (c) under the Swiss Product Liability Act (PrHG), and (d) where ProfileBakery expressly assumes a guarantee.

2. Slight negligence. Liability for slight negligence is excluded to the extent Art. 100 of the Swiss Code of Obligations permits. By way of exception, in case of slightly negligent breach of material contractual duties, ProfileBakery is liable for the typical, foreseeable damage, limited under clause 5. Material are only duties whose fulfilment makes performance of the contract possible and on which the Customer may rely.

3. Auxiliaries. Liability for auxiliaries and technical service providers is excluded to the extent permitted by law (Art. 101 of the Swiss Code of Obligations). Where an exclusion is not permitted, clauses 2 and 5 apply accordingly.

4. Excluded damage. To the extent permitted by law, ProfileBakery is not liable for indirect damage, consequential damage, lost profit, lost revenue, loss of data, business interruption, reputational harm, claims of third parties (including employees and supervisory authorities), or damage the Customer could have avoided by reasonable measures (in particular its own copies of final images). There is no liability for the visual design of individual images, for the availability of third-party infrastructure, or for breaches by the Customer, in particular missing or withdrawn consents.

5. Cap. Except for unlimited liability under clause 1, liability per event and in the aggregate is limited to the net fees actually paid by the Customer to ProfileBakery in the twelve months before the event. The cap applies to all claims together, regardless of legal basis. The cap does not apply to clause 1.

6. Contributory fault. Contributory fault of the Customer, in particular insufficient consents, inadequate source images or late notification, reduces or excludes liability.

7. Notice and forfeiture. The Customer notifies recognisable damage without delay, at the latest within 30 days of knowledge; e-mail is sufficient. Later claims are excluded unless ProfileBakery acted with unlawful intent or gross negligence. This period is a contractual forfeiture period.

8. Limitation. The statutory limitation periods under Art. 127 et seq. of the Swiss Code of Obligations apply. Art. 129 of that Code does not permit those periods to be shortened; the forfeiture period under clause 7 remains decisive.

1. Each party keeps confidential the other party's confidential information, including employee photos, access data and business terms, and uses it only to perform this contract.

2. The duty continues for five years after the contract ends. Statutory disclosure duties remain unaffected.

1. These Terms and the contract are governed exclusively by the substantive law of Switzerland, excluding the UN Convention on Contracts for the International Sale of Goods and excluding its conflict-of-law rules. The German text prevails.

2. Exclusive place of jurisdiction for all disputes arising from or in connection with this contract is, to the extent permitted by law, the registered office of ProfileBakery in the Canton of Zurich, Switzerland.

3. Amendments to this contract and these Terms must be in writing; e-mail is sufficient. This also applies to any waiver of this form requirement.

4. In case of conflict the following order applies: individual written agreements, then the DPA for the processing of personal data, then the accepted offer, then these Terms.

5. The Customer may not assign claims under this contract without ProfileBakery's prior written consent. ProfileBakery may assign the contract to an affiliate or in connection with a transfer of the business.

6. If a provision of these Terms is or becomes invalid, the remaining provisions remain in effect. The parties shall replace the invalid provision with a valid provision that comes as close as possible to the commercial purpose.