IScope and Application
These General Terms and Conditions ("Terms") apply to all commissions, offers, productions, deliveries, licensing arrangements and other services provided by photographer Matthias Leton ("Photographer").
These Terms shall be deemed accepted upon the Client's acceptance of an offer, commission, delivery or service provided by the Photographer, and in any event no later than when photographic material is accepted or used for publication.
Any objection to these Terms must be made in writing within three (3) business days. Any terms and conditions of the Client that deviate from or conflict with these Terms are expressly rejected unless expressly accepted by the Photographer in writing.
In the context of an ongoing business relationship, these Terms shall also apply to all future commissions, offers, productions, deliveries, licences and services without requiring renewed express incorporation, unless otherwise agreed in writing.
IICommissioned Productions
Any cost estimate provided by the Photographer is non-binding unless expressly designated as binding. If, during production, it becomes apparent that the originally estimated total costs are likely to be exceeded by more than 15%, the Photographer shall inform the Client accordingly.
If the scheduled production time is exceeded for reasons outside the Photographer's control, the Photographer shall be entitled to additional remuneration based on the agreed hourly or daily rate or, where a flat fee has been agreed, to an appropriate increase of that fee.
The Photographer is entitled to commission third-party services required for the production in the name and on behalf of the Client and at the Client's expense.
Unless otherwise agreed, the Photographer shall determine which photographs are presented to the Client for selection and approval following completion of the production.
Unless the Client submits a written complaint specifying material defects within two (2) weeks following delivery, the delivered photographs shall be deemed accepted as contractually compliant and free from defects.
If a scheduled photographic production is cancelled by the Client, the Photographer shall be entitled to a cancellation fee calculated as follows:
Cancellation within five (5) business days before the production: 30% of the agreed base fee.
Cancellation within twenty-four (24) hours before the scheduled production: 50% of the agreed base fee.
Cancellation less than twenty-four (24) hours before the scheduled production: 100% of the agreed base fee.
Any costs, services, bookings or expenses already incurred and which cannot be cancelled or refunded, including travel expenses, equipment rental, studio costs, assistants, models, subcontractors and other production expenses, may additionally be charged to the Client at 100%.
IIIPhotographic Material and Copyright
These Terms apply to all photographic and visual material supplied or made accessible to the Client by the Photographer, irrespective of its stage of creation, format or method of transmission. This includes, without limitation, photographs, digital files, scans, contact sheets, previews, proofs, analogue materials, RAW files, edited files and electronically transmitted material.
All photographs and other eligible creative works created by the Photographer are protected under applicable copyright law, including the German Copyright Act (Urheberrechtsgesetz - UrhG). Where applicable, photographs may constitute photographic works (Lichtbildwerke) within the meaning of Section 2(1) No. 5 UrhG and/or photographs protected pursuant to Section 72 UrhG.
Copyright remains with the Photographer. Payment of a production fee, creative fee, day rate, expenses or other remuneration does not constitute a transfer of copyright. The Client acquires only those rights of use expressly granted under these Terms, an individual licence agreement, quotation, order confirmation or other written agreement.
Concepts, treatments, creative directions, layouts, mood boards, visual concepts, design proposals and other creative work developed by the Photographer at the Client's request constitute separate professional services and may be charged separately.
Unless expressly agreed otherwise, all physical photographic material and original works supplied to the Client remain the property of the Photographer. Payment of compensation for loss or damage does not automatically transfer copyright or other intellectual property rights.
The Client shall handle all photographic material with appropriate care. Material may only be disclosed internally or to directly involved professional service providers insofar as this is necessary for review, selection, production or technical processing.
Complaints relating to the content, technical quality, condition or completeness of delivered photographic material must be submitted within two (2) weeks following receipt. Otherwise, the material shall be deemed to have been properly and contractually delivered.
IVLicensing and Rights of Use
Unless expressly agreed otherwise in writing, the Client receives only a limited, non-exclusive, non-transferable right of use for the specific purpose, media, territory, duration and campaign or publication agreed between the parties. No copyright ownership is transferred to the Client.
Exclusive rights, media exclusivity, territorial exclusivity, industry exclusivity, embargo periods, buyouts, unlimited usage rights or comparable extended rights must be expressly agreed in writing and are subject to additional licensing fees. Unless otherwise agreed, exclusive usage rights shall result in a surcharge of at least 100% of the applicable base or licensing fee.
The licence granted to the Client covers only the use expressly identified in the quotation, licence, order confirmation, delivery note, invoice or other contractual documentation. Where the precise scope of use has not been expressly defined, the purpose of the commission and the circumstances under which the photographic material was supplied shall determine the permitted scope of use.
Any use exceeding the agreed licence requires the Photographer's prior express consent and may be subject to an additional licensing fee. This includes, in particular:
- Reuse or republication.
- Use in additional campaigns, advertisements, publications or products.
- Use on additional websites, platforms or social-media accounts.
- Paid social-media advertising or other paid media.
- Out-of-home advertising.
- Packaging or point-of-sale materials.
- Merchandising or syndication.
- Sublicensing or use by affiliated companies, subsidiaries, agencies, distributors or other third parties.
- Use in additional territories or beyond the agreed licence period.
- Substantial editing, alteration, compositing or manipulation of the photographic material.
Unless expressly permitted by the Photographer in writing, the Client may not substantially alter, manipulate, composite, redraw, recreate, reproduce, re-photograph or otherwise use the photographic material as the basis for another visual work. This restriction includes using the Photographer's work as a direct visual template for the creation of substantially similar photographs or visual material where such use infringes the Photographer's rights under applicable copyright law.
The Client may not transfer, assign or sublicense the rights granted to it, in whole or in part, to any third party, including affiliated companies, parent companies, subsidiaries, agencies or other entities, unless expressly authorised by the Photographer in writing.
Where a photographer credit has been agreed or is required by applicable law, the Client shall ensure that the credit "Matthias Leton" is displayed in a clear and reasonably attributable manner. The Photographer's statutory right to recognition of authorship, including Section 13 UrhG, remains unaffected.
Unless otherwise expressly agreed, the Photographer remains entitled to use the photographs for self-promotional purposes, including portfolio use, website, social media, exhibitions, publications, awards, competitions, presentations and acquisition of future clients.
Any licence or right of use granted to the Client is subject to the condition precedent of full payment of all amounts due under the relevant contractual relationship. Until full payment has been received, no final licence to commercially exploit the photographs is granted.
VCopyright, AI and Machine Learning
Unless expressly authorised by the Photographer in writing, the Client may not use, provide, upload, transmit or otherwise make the Photographer's photographs or other protected material available for the purpose of:
- Training artificial-intelligence or machine-learning systems.
- Fine-tuning generative AI models.
- Creating datasets.
- Creating embeddings or other machine-readable representations intended for model development.
- Generating synthetic variations or derivatives based on the Photographer's work.
- Training image-generation or image-recognition systems.
- Enabling third parties to undertake any of the above activities.
The Client may not represent AI-generated, substantially AI-modified or synthetically generated material as original photographic work created by Matthias Leton.
Any contractual or statutory reservations of rights concerning text and data mining, machine learning and comparable automated analysis remain expressly reserved to the fullest extent permitted by applicable law.
VILiability, Fees and Expenses
Unless expressly agreed otherwise, the Photographer assumes no responsibility for obtaining rights relating to trademarks, company names, designs, works of art, architecture, locations, property, persons or other protected elements depicted in the photographs. Where appropriate, the Photographer may provide signed releases obtained within the scope of the production.
The acquisition of rights beyond the Photographer's own photographic copyright, including permissions relating to depicted artworks, collections, museums, locations, trademarks or other third-party rights, shall remain the Client's responsibility unless expressly commissioned otherwise.
The Client is responsible for captions, accompanying text, contextualisation and the specific manner in which the photographic material is published or otherwise used. Following proper delivery, the Client is responsible for ensuring that the photographic material is used solely within the scope of the rights granted.
The agreed fee shall apply. Where no specific fee has been agreed, appropriate industry-standard remuneration may be charged, with reference where applicable to the current recommendations of the Mittelstandsgemeinschaft Foto-Marketing (MFM). All fees are exclusive of applicable VAT unless expressly stated otherwise.
Unless expressly agreed otherwise, the production fee compensates the Photographer for the production itself and the specifically agreed licence. It does not constitute a copyright buyout or grant unlimited usage rights.
Production-related expenses, including material and laboratory costs, equipment rental, assistants, model fees, location fees, props, travel expenses, accommodation and other necessary expenses, are not included in the Photographer's fee unless expressly stated otherwise and shall be borne by the Client.
Fees become due upon delivery unless another payment term has been agreed. Where a production is delivered in stages, the Photographer may invoice the corresponding portion upon each delivery. The Photographer may request advance or interim payments corresponding to the scope of services already performed or costs incurred.
The agreed production fee remains payable even if the Client ultimately decides not to publish or otherwise use commissioned and delivered photographs. Where photographs are supplied solely for layout, presentation or evaluation purposes, a separate fee may apply unless otherwise agreed.
Set-off or withholding of payments shall only be permitted against claims that are undisputed, legally established or otherwise eligible for set-off under applicable German law.
VIIReturn, Unauthorised Use and General Provisions
Analogue or physical photographic material must be returned without request immediately following the agreed use and no later than three (3) months following delivery, unless otherwise agreed in writing. Where applicable, two reference copies of the relevant publication shall accompany the returned material.
Unless continued storage is expressly authorised or reasonably required for the licensed use, digital files supplied for temporary review or production purposes shall be deleted following completion of the authorised use. Where photographic material is supplied solely for evaluation of a potential licence or publication, analogue material must be returned within one (1) month unless another period has been agreed. Digital material supplied solely for evaluation must be deleted or returned following the evaluation.
Physical material shall be returned at the Client's expense using appropriate professional packaging. The Client bears the risk of loss or damage until the material has been received by the Photographer.
Any use, reproduction, publication, distribution, disclosure, sublicensing or exploitation of photographic material outside the rights granted by the Photographer constitutes unauthorised use.
The Photographer expressly reserves all statutory and contractual remedies available under applicable copyright law, including claims for:
- Cessation and injunctive relief.
- Disclosure and information.
- Removal or destruction where legally available.
- Appropriate additional licensing remuneration.
- Damages and reimbursement of reasonable enforcement costs.
- Any other remedies available under the German Copyright Act (UrhG).
Where legally enforceable and applicable, unauthorised use may additionally result in contractual compensation calculated on the basis of the applicable licensing fee, without prejudice to the Photographer's right to claim higher proven damages. Failure to provide an agreed or legally required photographer credit may result in additional compensation or damages in accordance with applicable law.
Payment of additional licence fees or damages following an infringement does not retrospectively authorise any continuing or future use. Continued use requires a separate licence from the Photographer.
These Terms and all contractual relationships between the Photographer and the Client shall be governed by the laws of the Federal Republic of Germany, including applicable provisions of the German Copyright Act (Urheberrechtsgesetz - UrhG), irrespective of whether photographic material is delivered or used outside Germany.
Amendments, additional agreements and deviations from these Terms should be recorded in writing or text form where required for evidentiary purposes, subject to mandatory statutory provisions.
Should any provision of these Terms be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected to the extent permitted by law.
Where legally permissible, the place of performance and jurisdiction shall be the Photographer's place of business or residence.
Nothing in these Terms shall be interpreted as transferring the Photographer's copyright itself. Only specifically defined rights of use are licensed to the Client. All rights not expressly granted remain reserved by Matthias Leton.
