AGB

GENERAL DELIVERY AND BUSINESS CONDITIONS

I. Validity

The following general terms and conditions of delivery and business (hereinafter referred to as T&Cs) apply, subject to individual agreements, to all orders, offers, deliveries and services carried out by the photographers.

They are deemed to be agreed upon receipt of the delivery or service or the offer from the photographers by the customer, but at the latest upon acceptance of the image material for publication.

If the customer wishes to object to the general terms and conditions, this must be declared in writing within three working days. Any differing terms and conditions of the customer are hereby objected to. Any differing terms and conditions of the customer are not valid unless the photographers acknowledge them in writing.

Within the framework of an ongoing business relationship, the General Terms and Conditions also apply to all future orders, offers, deliveries and services of the photographers, even without express inclusion, unless expressly agreed otherwise.

II. Commissioned productions

If costs increase during production, the photographers must only report these if it becomes apparent that this will result in the total costs originally estimated being exceeded by more than 15%. If the planned production time is exceeded for reasons for which the photographers are not responsible, additional compensation must be paid on the basis of the agreed hourly fee or in the form of an appropriate increase in the flat fee.

Concepts commissioned by customers are independent services that must be paid for.

The photographers are entitled to commission services from third parties that must be purchased in order to carry out the production, in the name and with authority and for the account of the customers.

The customer's briefing forms the basis for the images and calculations to be created by the photographers. The customer must provide the briefing to the photographers in full, conclusively and in writing (e.g. as a written record of a meeting, by email). In the event that the customer does not provide the photographers with a written briefing, the pre-production meeting (PPM), the previous email correspondence between the customer and the photographer, as well as the PPM memos and telephone notes prepared by the photographers form the basis for the creation of the images.

The customers or their authorized representatives are obliged to be present during the production of the images and to give their consent to the photographers' creative ideas. The final decision rests with the photographers. If neither the customers themselves nor their authorized representatives are present at the shoot, the artistic design of the work cannot be rejected by the customers at a later date. In such a case, each new creation of image material must be paid for separately.

If the customers have to provide information, items (e.g. products, goods), approvals, etc. necessary for the production of the recordings or take on other tasks relevant to the production of the recordings themselves (e.g. booking photo models, locations or catering), the customers must ensure that the delivery, provision, access to locations, arrival of photo models, etc. are carried out in a timely manner so that the production of the recordings can begin on time. As soon as the customers know that timely delivery, provision, access to the location, arrival of photo models, etc. is not possible, they must notify the photographers immediately. If this results in a delay in the production of the recordings and the cause of this delay lies within the customer's sphere, they must bear the costs incurred as a result of the delay (e.g. additional hotel stays, location days, bookings of photo models, make-up artists, assistants, rebookings).

Customers are obliged to ensure that the persons to be photographed have given their express consent to the production and publication of the image material. To this end, customers must keep appropriate written releases and hand them over to the photographers upon request.

Unless otherwise agreed, the photographs that will be presented to the client for approval after completion of production will be selected by the photographers.

If the photographers have not received any written complaints within two weeks of delivery of the photographs, the photographs are deemed to have been accepted in accordance with the contract and free of defects.

III. Images provided (analogue, digital, moving images)

The General Terms and Conditions apply to all image material (including audio) provided to the customer, regardless of the stage of creation or the technical form in which it is presented.

Customers may not alter or delete the copyright-relevant metadata contained in the files. Customers must use suitable technical means to ensure that this data is retained each time data is transmitted, transferred to other data storage devices, displayed on a screen, and displayed publicly.

The customers acknowledge that the image material supplied by the photographers is copyrighted photographic work within the meaning of Section 2 Paragraph 1 Number 5 of the Copyright Act.

The parties agree on the data format of the images. If no agreement is made, the photographers can choose a suitable data format. The transfer of RAW files requires a special agreement.

Customers may only pass on image material to third parties for internal business purposes of viewing, selection and technical processing. Customers must handle analogue image material carefully and with care.

Complaints regarding the content of the delivered shipment or the content, quality or condition of the image material must be reported within two weeks of receipt. Otherwise, the image material is deemed to have been received properly, in accordance with the contract and as recorded.

IV. Rights of use

a) Corporate orders

The clients only acquire usage rights to the extent specified in the contract (offer, order, framework agreement). If no such agreement has been made, the following applies:

Non-exclusive usage rights for the print and online media as well as the social media profiles of the clients are transferred, with no time or geographical restrictions.

The transfer and/or granting of the usage rights acquired by the client to third parties, even if these are group companies or subsidiaries, requires the prior written consent of the photographers. This also applies to any inclusion in and transfer to third-party databases. The photographers are entitled to make the granting of consent to the planned third-party use dependent on the payment of an appropriate license fee.

The photographers must be named as authors in every publication.

The images may not be used by the customers or on behalf of the customers for AI learning purposes or for the creation of new works using artificial intelligence.

Even if the exclusive rights of use are transferred, the photographers remain entitled to use their photos themselves or have them used for self-promotion purposes.

b) Editorial assignments

The clients only acquire usage rights to the extent specified in the contract (offer, order, framework agreement). If no agreement has been made, only a simple usage right is granted, for one-time use for the purpose specified by the customer and in the publication and in the medium or data carrier specified by the customer or which arises from the circumstances of the order. Unless otherwise agreed, publications on the Internet or placement in digital databases are limited in time to the duration of the publication periods of the corresponding or a comparable print or online object.

Exclusive usage rights, media-related or spatial exclusive rights or blocking periods must be agreed separately and require a surcharge of at least 100% on the respective basic fee.

Any use, exploitation, reproduction, distribution or publication of the image material beyond section IV b)1 is subject to a fee and requires the prior express consent of the photographers. This also applies to any inclusion in and distribution to third-party databases.

Changes to the image material through photo composing, montage or through electronic aids to create a new copyrighted work are only permitted with the prior written consent of the photographers and only if marked with [M]. The image material may not be copied, re-photographed or otherwise used as a motif. The image material may not be used by the customer or on behalf of the customer for AI learning purposes or to create new works using artificial intelligence.

Customers are not entitled to transfer the usage rights granted to them in whole or in part to third parties, including other group companies or subsidiaries. Any use, reproduction or distribution of the image material is only permitted on the condition that the copyright notice specified by the photographer is included in an unambiguous manner with the respective image.

The granting of usage rights is subject to the suspensive condition of full payment of all payment claims of the photographers arising from the respective contractual relationship.

Even if the exclusive rights of use are transferred, the photographers remain entitled to use their photos themselves or have them used for self-promotion purposes and to subject their photos to secondary use after the expiry of an agreed blocking period.

V. Liability

The photographers assume no liability for the infringement of rights of depicted trademarks (trademarks, company designs), persons or objects, unless a signed release form is enclosed. The acquisition of usage rights beyond photographic copyright, e.g. for depicted works of fine or applied art, as well as the obtaining of publication permits from collections, museums, etc. are the responsibility of the customers. The customers are responsible for the text and the context resulting from the specific publication.

From the moment of proper delivery of the image material, the customers are responsible for its proper use.

The photographers are not liable for the existence and/or the possibility of re-delivery of the data.

The photographers' liability for damages is limited to the amount of the fee for the respective order. The contracting parties reserve the right to prove that greater, lesser or no damage has occurred.

VI. To honor

The agreed fee applies. If no fee has been agreed, it is determined according to the current overview of remuneration for image usage rights of the Mittelstandsgemeinschaft Foto-Marketing (MFM). The fee is exclusive of the applicable VAT.

Unless otherwise agreed, the agreed fee covers the one-time use of the image material for the agreed purpose in accordance with Section IV b) 1.

Costs and expenses incurred through the order (e.g. material and laboratory costs, model fees, costs for necessary props, travel costs, necessary expenses) are not included in the fee and are to be borne by the customer.

The fee is due upon delivery of the recording. If a production is delivered in parts, the corresponding partial fee is due upon delivery. For production orders, the photographers are entitled to request advance payments in accordance with the scope of services provided.

The fee according to VI. 1. General Terms and Conditions must be paid in full even if the commissioned and delivered image material is not published.

Set-off or the exercise of the right of retention is only permitted with undisputed or legally established customer claims. Set-off with disputed but ready-to-decide counterclaims is also permitted.

VII. Sample copies

The customers are obliged to send a copy (e.g. print edition, digital file, online link) to the photographers without being asked to do so and no later than within 6 weeks after publication of the photographs.

VIII. Contractual penalty, damages, cancellation fee

In the event of any unauthorized use (without the consent of the photographers), reproduction or distribution of the image material, a contractual penalty of twice the usage fee must be paid for each individual case, subject to further claims for damages.

If the copyright notice is omitted, incomplete, incorrectly placed or cannot be assigned, a surcharge of 100% of the agreed or usual usage fee must be paid.

If an order is cancelled for reasons that are the responsibility of the client, a cancellation fee will be due. If the cancellation is made no later than 7 working days before the agreed date, the cancellation fee will be 50% of the agreed fee. If the cancellation is made later, the entire agreed fee must be paid, including the fees for vicarious agents already commissioned (employees, models, stylists, make-up artists).

IX. General

The law of the Federal Republic of Germany is deemed to apply, even for deliveries abroad.

Any ancillary agreements to the contract or to these General Terms and Conditions must be in writing to be valid.

The possible invalidity or ineffectiveness of one or more provisions of these General Terms and Conditions does not affect the validity of the remaining provisions. The parties undertake to replace the invalid provision with an equivalent effective provision that comes closest to the intended regulation in economic and legal terms.

If the customer is a registered trader, the place of performance and jurisdiction is the photographer’s place of residence.