Photo file: a digital file in which a Photographic Work (regardless whether or not it is visible for the eye) is captured and which is delivered by De Beeldunie to the Client.
Photographic Work: a photographic work in the sense of the Auteurswet 1912, or any other work in the sense of that law, which work can be viewed as a photographic work and which is delivered by De Beeldunie to the client in the form of a digital file. De Beeldunie manages a website www.debeeldunie.nl in order to showcase Photographic Works.Client: customer of products and/or services of De Beeldunie, either acting in the execution of a profession or company or not, who has accepted the applicability of these General Terms and Conditions in any way or form.
Licenser: supplier of Photographic Works, usually the photographer / maker of the Photographic Works, agencies and collections on behalf of whom De Beeldunie acts as intermediary.
Quote: an offer of De Beeldunie to the Client for delivery of a Photo file and/or the provision of Services.
Assignment: request of Client to De Beeldunie to deliver products and or
services in exchange for payment.
the rights and obligations of De Beeldunie and the Client that
flow from the Quote and the Assignment and is confirmed in
writing by the Client.
Services: all activities De Beeldunie undertakes/have undertake at the request of the Client, besides the delivery of Photo files, all in the broadest sense of the word. Among those, but not limited to photography assignments, commercial exploitation, editing services, design and production of a Photographic Work, giving advice and providing services on location.
1.1. These general terms and conditions are applicable to all legal relations between De Beeldunie and the Client, including agreements, quotes, offers, engagement letters and all other (legal) acts or transactions between the Client and De Beeldunie
1.2. These general terms and conditions apply to the relation between the parties, even after the agreement is concluded, to the extent necessary for the conclusion of it.
1.3. General terms used by the Client are expressly rejected.
2. QUOTE, DELIVERY AND PAYMENT
2.1. Photographic Works of De Beeldunie are made available through the Internet and/or
via digital transmission, or the Client acquires access to the digital database, among
them, but not limited to the database of De Beeldunie, e-mail or FTP server.
2.4. The agreement between the Client and De Beeldunie is established through a written or oral order by the Client or by a request for a Photographic Work from the database of De Beeldunie and acceptance of this order or request by De Beeldunie or by the acceptance of the Client of an offer of De Beeldunie.
2.5. If the Client utilizes De Beeldunie database, the agreement is established by actually downloading a Photo file.
2.6. In case De Beeldunie sends unsolicited Photographic Works, the agreement is established the moment that the Client downloads the Photo file (s).
2.7. Delivery takes place by direct download of the Photo file or through sending the Photo file via e-mail.
2.8. Each delivery to the Client can be invoiced. Payment is due within twenty-one (21) days after the invoice date. The Client is in default after expiry of that term and owes the statutory interest plus an extra 1.5 % per month (note that part of a month is viewed as a whole month). In addition, for sales outside The Netherlands we charge a late fee of €25 if payment has not been made within four weeks of the date of invoice. A second late fee of €50 will be charged if payment is not made within six weeks of the date of invoice. In case De Beeldunie has to revert to collection, the collection fees will be charged to the defaulting Client. These fees are 15% of the invoiced amount, with a minimum of € 350.
3. (INTELLECTUAL) PROPERTY AND USE
3.1. The intellectual property of the Photo file, as well as the Photographic Work, will remain with De Beeldunie and / or her licensors, unless this is expressly agreed otherwise in writing. No use whatsoever of the Photo file and / or the Photographic Work is allowed by the Client as long as the Client has not yet fully complied with each obligation stemming from which ever agreement with De Beeldunie.
3.2. Unless expressly agreed prior in writing, it is not allowed for the Client to extend sub- licenses to third parties.
3.3. Under no circumstances is the Client authorized to change or manipulate the Photographic Work, unless expressly agreed otherwise in writing.
3.4. The Client is only allowed to publish the Photographic Work one time, in unchanged form and only in accordance with the agreed criteria concerning purpose, way, medium, circulation (number of copies) and term and observing the so called personality rights of article 25 of the Authors law (“Auteurswet”) 1912.
3.5. In case De Beeldunie acquired Photographic Works under a licence “model released” or “property released”, then the Client is held to observe the conditions of the licenser regarding the use of the Photographic Works. The conditions can by requested at De Beeldunie.
3.6. It is not allowed for the Client to republish, resell, co-brand, publish Photographic Works in press releases, daily newspapers, magazines, books or (advertisement) brochures/ folders nor on the Internet, unless expressly agreed to prior and in writing.
3.7. The Client is not allowed to store the Photographic Work (or the Photo file) in his own digital archive or (allow) the storing in a digital archive of a third party without the express written consent of De Beeldunie. "
3.8. After the agreed use, the Client will delete or destroy all Photo files. The Client will offer De Beeldunie free access to each part of her website which contains the Photographic Work(s). In case, special provisions are necessary, the Client will supply them to De Beeldunie.
3.9. Each use of the Photographic Work by the Client that is not explicitly agreed with by De Beeldunie will be viewed as an infringement upon the intellectual property rights of De Beeldunie and / or its licensers. In case of infringement the Client forfeits to De Beeldunie an immediately due compensation of at least three times (3x) the usual compensation that De Beeldunie charges for (such) use of the Photographic Work, with a minimum of € 500. De Beeldunie does not forfeit any right to compensation of the other damages suffered (amongst which the right to compensation of all direct and indirect damages, all actual judicial and extrajudicial costs, and without losing any other right resulting from law).
3.10. The Client is responsible for mentioning the source of the Photographic Work at publication or multiplication, in whatever form whatsoever with the Photographic Work or in the imprint in which reference is made to the following mention:”name photographer/De Beeldunie”, or to another mention agreed upon by De Beeldunie to the Photographic Work in the publication. In case of digital / electronic publishing/ multiplication the client is also responsible to take care that the entire metadata is kept –as they have been attached to the digital file by De Beeldunie; this is about information according to the het EXIF, the IPTC, the XMP and the ICC standards. In case of non-compliance of the above the Client forfeits to De Beeldunie an immediately due compensation of at least 100% per cent of usual licence compensation that De Beeldunie employs. De Beeldunie does not forfeit any right to compensation of the other damages suffered (amongst which the right to compensation of all direct and indirect damages, all actual judicial and extrajudicial costs, and without losing any other right resulting from law).
3.11. De Beeldunie retains the right to check publications of the Client in which the Photographic Work is published.
3.12. Upon publication of the Photographic Work in whatever form the Client will immediately and without charge provide De Beeldunie with at least one prove of copy (whether in digital form or not)
3.13. The Client and / or end user who publishes the Photographic Work or have publish, is
fully responsible for the acquisition of the possible necessary consent of the
person(s) portrayed and / or any other rightful claimant (n). The Client indemnifies De
Beeldunie, and its licenser and any other rightful claimant involved against all claims.
4.1. De Beeldunie makes an effort to regularly update and expand her website with the domain name www.DeBeeldunie.nl. Despite this care and attention, it is possible that the content is incomplete or incorrect. No rights can be derived from the contents of the website. De Beeldunie is not liable for any damage sustained in any way connected to the use of the website or the impossibility of consulting the website. Unauthorised or improper use of the website or contents thereof can infringe the intellectual property rights of De Beeldunie in the widest sense of the word.
4.2. De Beeldunie respects the privacy of the Client and will make every effort to protect it. De Beeldunie will not share personal data of the Client with third parties without the prior consent of the Client, unless De Beeldunie is legally obliged to do so. De Beeldunie draws the attention of the Client to the fact that the details such as name, e-mail address and telephone number will be kept in De Beeldunie database. These Client details are only kept for administrative purposes and to keep the Client posted on interesting information and offers of products and services of De Beeldunie, possibly also after the agreement concludes. The Client can request for his/her own details and request De Beeldunie in writing to have correct or remove these details, unless De Beeldunie is legally required to keep those details.
4.3. De Beeldunie is not liable for damage arisen for the Client, unless it is a case of conscious recklessness or intent by De Beeldunie or its management. In that case, the liability is limited to the amount of the invoice.
4.4. The use of the Photographic Work takes place under full responsibility of the Client, any resulting damages are entirely for the Clients account. As far as it does not yet ensue form the articles above De Beeldunie is not responsible if she shows that a shortcoming as is meant above is due to circumstances that are not attributable to her, and are not limited to international conflicts, violent clashes or armed actions, measures taken by any government, labor disputes among De Beeldunie staff or among staff of third parties that De Beeldunie purchases services of. If the period that De Beeldunie can not meet her obligations due to non attributable circumstances exceeds a month, both the client and De Beeldunie are entitled to terminate the agreement in writing. In this case parties agree to undo all received performances.
4.5. A Client is obliged to inform De Beeldunie in writing of a change of address within a reasonable term prior to such change of address. In case of neglecting to inform De Beeldunie, the Client will be responsible for all damages that stem from such neglect.
4.7. In case a Client accountably fails in the obligations under the Agreement and this shortcoming is irreparable or not repairable within 7 days, De Beeldunie has the right
to end the Agreement instantly and without judicial interference.
5.1. On these General Terms and Conditions as well as on all Offers and any otherwise agreed Agreements between the parties Dutch law is applicable, no matter what domicile or nationality the Client holds and no matter where delivery took place. . "
5.2. The district Court of Amsterdam, the Netherlands, is exclusively authorized to judge and has exclusive competence to try a dispute that arises in regard to these General