PHOTOGRAPHY TERMS & CONDITIONS

Article 1 Definitions

1. dear laine, established in Leiden, Chamber of Commerce (KVK) number 92495443, is referred to in these general terms and conditions as Photographer.
2. The other party is referred to in these general terms and conditions as Client.
3. The agreement refers to the assignment agreement on the basis of which Photographer performs work for Client in return for payment of a fee and costs, and to which the general terms and conditions have been declared applicable.

Article 2 Applicability of General Terms and Conditions

1. These terms and conditions apply to all quotations (or quotes or offers), invoices, work, agreements and delivery of services and goods by or on behalf of Photographer to which they have declared these terms and conditions applicable, insofar as these terms and conditions have not been expressly deviated from in writing.
2. The terms and conditions also apply to actions of third parties engaged by Photographer in the context of the assignment.
3. The latest version of these general terms and conditions, as published on www.dearlaine.com/terms-and-conditions, always applies.
4. The applicability of Client’s general terms and conditions is explicitly rejected.
5. If one or more provisions in these general terms and conditions are at any time wholly or partially null and void or annulled, the remaining provisions in these general terms and conditions shall remain fully applicable.

Article 3 Quotations

1. If no acceptance period is stated in the quotation, it will expire after 14 calendar days. A quotation must always be confirmed in writing.
2. Acceptance of the quotation automatically constitutes acceptance of these general terms and conditions.
3. Photographer cannot be held to a quotation if Client could reasonably understand that the quotation, or a part thereof, contains an obvious error or typo.
4. Quotations do not automatically apply to follow-up orders.
5. Anything delivered outside the quotation will be considered additional work and invoiced as such.

Article 4 Rates and Payments

1. The agreement is entered into for a fixed term, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
2. The quotation states the package price of the chosen service as agreed, or an hourly rate with an estimated number of hours. Any other additional costs, such as additional work due to a change in the agreement or a change in Photographer's standard style and travel expenses, will be invoiced separately.
3. Photographer is entitled to request a deposit. Unless otherwise agreed, the remaining part of the payment must be paid in one go. Photographer is entitled to suspend the agreement until full payment has been received.
4. The rates agreed upon upon entering into the agreement are based on the price level applicable at that time and the specific nature of the agreed work and apply only to the work included in the agreement. Photographer has the right to adjust the rates for other assignments at their own discretion. For ongoing assignments, Photographer has the right to adjust the price level annually at their own discretion. Photographer also has the right to adjust the fees at any time, if changed circumstances so require. Adjusted rates will be communicated to Client as soon as possible.
5. Invoices must be paid within 14 calendar days of the invoice date, unless the parties have made other written agreements about this, a different payment term is stated on the invoice or the shoot takes place earlier.
6. If Client fails to pay an invoice on time, they are automatically in default and owe statutory interest. The interest on the amount due will be calculated from the moment Client is in default until the moment of payment of the full amount due.
7. If Client is in default or in breach of their obligations, all reasonable costs incurred in obtaining satisfaction out of court shall be borne by Client.
8. In the event of liquidation, bankruptcy, seizure or suspension of payments of Client, Photographer's claims are immediately due and payable.

Article 5 Provision of Information by Client

1. Client shall provide Photographer in a timely manner with all information relevant to the execution of the assignment.
2. Client guarantees the accuracy, completeness, and reliability of the data provided, even if it originates from third parties. Photographer will treat the data confidentially.
3. Client indemnifies Photographer against any damage resulting from failure to comply with the provisions of this article.
4. If Client fails to provide the requested data, or fails to do so in a timely manner, and the execution of the assignment is delayed as a result, any resulting additional costs will be borne by Client.

Article 6 Execution of the Agreement

1. Photographer will carry out the assignment to the best of their knowledge and ability. Photographer is not liable for not achieving the result intended by Client.
2. Photographer has the right to have work carried out by third parties.
3. Client must make the circumstances as favourable as possible for Photographer during a shoot.
4. If a specific location for the shoot is requested by Client, they are responsible for arranging the location and the associated costs, unless otherwise agreed.
5. If Photographer experiences opposition from third parties during the execution of the agreement, they cannot be held liable for reduced results as a result thereof.

Article 7 Changes and Cancellations

1. In the event of unforeseen circumstances, Photographer has the right to interrupt, reschedule, or cancel a shoot. Unforeseen circumstances include illness, extreme weather conditions, and circumstances relating to materials necessary for the proper execution of the agreement. Photographer will inform Client of any changes as referred to in this clause as soon as possible. If necessary, Photographer will arrange for a replacement photographer, in the same style as Photographer, or, if possible, the parties will agree on a new date.
2. In the event of unforeseen circumstances, Photographer has the right to be replaced by a third party.
3. Cancellation by Client for a shoot is only possible in writing. For cancellations within 14 days prior to the shoot date, 25% of the agreed amount will be charged.

Article 8 Force Majeure

1. In the event of force majeure, Photographer is entitled to interrupt, reschedule, or cancel their work. Force majeure occurs, among other things, if the performance of the agreement is prevented, temporarily or otherwise, by circumstances beyond Photographer's reasonable control, such as illness, accidents, or fire.
2. If a situation as described in the first paragraph of this article occurs after the shoot has taken place but the photos have not yet been delivered, Photographer's obligations to Client are suspended for as long as they cannot fulfill their obligations. If this situation has lasted longer than 16 weeks, both parties have the right to terminate the agreement in writing. The work performed up to that point becomes immediately due and payable.

Article 9 Liability for Damages

1. Photographer is not liable for damages arising from this agreement, unless the damage was caused intentionally or through gross negligence.
2. Photographer is not liable for damages arising from the assumption of incorrect or incomplete information provided by or on behalf of Client.
3. Photographer is not liable for loss, theft, or damage to Client's personal property during an on-location shoot.
4. Photographer cannot be held liable for color deviations on uncalibrated monitors and prints supplied by anyone other than Photographer.
5. Photographer is not liable for delays caused by third parties.
6. Photographer handles the photos with the utmost care but cannot be held liable for the loss of files due to situations such as a crash. It is Client's responsibility to store the photos after transfer.
7. Client remains responsible at all times for applying or carrying out any knowledge or actions acquired during an agreement.
8. Client is responsible for obtaining permission from all attendees to be photographed during an event.
9. In the event that Client damages equipment during a shoot, Client is obliged to reimburse the appraised value.
10. In the event that Photographer is liable to pay compensation to Client for direct damage, the damage will not exceed the amount paid out by the liability insurance or charged by Photographer.
11. Client indemnifies Photographer against all third-party claims related to the services and goods supplied by them.

Article 10 Copyright, License, and Publication

1. The rights to the materials and content provided by Photographer to Client belong to Photographer. Client is expressly prohibited from reproducing, publishing, or making available to third parties the material and documentation provided without prior permission.
2. Client is entitled to a limited publication right, with respect to the previously agreed-upon photos, upon full payment of the invoice amount. Photos may not be used for purposes other than those previously agreed upon without obtaining an additional license.
3. If photos are to be used commercially, the supplier must obtain permission from Photographer.
4. Client is not authorised to edit submitted images. This includes placing text over photos, cropping photos, or using (Instagram) filters.
5. Any action contrary to the provisions of paragraphs 1 through 4 of this article will be considered copyright infringement.
6. In the event of infringement, Photographer is entitled to compensation of at least three times the license fee normally charged by it for such a form of use, without losing any right to compensation for other damages suffered.
7. By entering into the agreement, Client gives Photographer permission to use the images for advertisements, social media, magazine articles, printed matter, exhibition material, portfolio and demonstration material, unless express objections have been made to this when entering into the agreement.

Article 11 Special Provisions

1. Both parties are obliged to maintain confidentiality of all confidential information that they have obtained in the context of their agreement. This also includes the content of quotations and invoices.

Article 12 Delivery

1. Photographer will make every effort to deliver the desired photos in an online gallery in JPG format within 14 days after the shoot.
2. Photographer takes, selects and edits photos at their own discretion. Selected photos are edited according to normal standards. Client declares to be familiar with Photographer's style.
3. Additional wishes of Client constitute extra work and will be invoiced as such.
4. Photographer does not deliver unselected and/or unedited (RAW) photo material. It is not possible to view all photos.

Article 13 Complaints

1. Client is obliged to inform Photographer in writing and with reasons of any complaints about quotations, invoices and/or the services provided within 7 calendar days after the complaint has arisen.
2. Filing a complaint does not suspend the payment obligation.

Article 14 Dispute Resolution

1. These general terms and conditions are governed by Dutch law.
2. The parties will only appeal to the court after they have made every effort to settle a dispute by mutual agreement. Disputes will be settled by the court in the district where Photographer is established.
3. Notwithstanding the statutory limitation periods, the limitation period for all claims and defenses against Photographer and third parties involved is 12 months.