General Terms and Conditions of STELLA Pictures AB (hereinafter Agency) for delivering imagery and granting rights of use

I. General provisions

1. Offers, deliveries, the granting of rights to the use of imagery, and services by Agency are subject exclusively to these General Terms & Conditions (GTC). These GTC apply also to all future transactions between Agency and the customer, even in the absence of any further reference to the GTC. These GTC are applicable also to the electronic storage, retrieval, and transmission of digital image data sets.

2. Only the GTC of Agency apply. Contrary GTC of the customer are not applicable, even if Agency does not expressly oppose them. If the customer does not agree that these GTC apply to the contractual relationship, it shall promptly delete already delivered imagery from all data media.

3. If an agent acts in the name and on behalf of a third party and thereby prepares the ground for a contractual relationship between Agency and the third party, the agent is obliged to disclose to Agency the identity of the third party before the contract is entered into.

4. The imagery offered by Agency is in general intended for editorial use. Separate agreements must therefore be made with Agency before use begins if the imagery is to be used for non-editorial, particularly commercial, purposes. A prior separate agreement with Agency is also required if image files are marked with the notation "Special Fee", "Special Rate", "Special Price", "Clearance" or "Approval" (hereinafter SPECIAL CONDITIONS).

II. Scope of services and duties

a) Agency shall make images or imagery in electronic form (particularly digital data sets, irrespective of the data medium or mode of transmission) available to the customer and shall grant the customer, in exchange for a user fee, a non-exclusive right to the use of the selected imagery. Agency grants in principle only rights to the use of the photographic copyright. Unless otherwise provided in a separate agreement, rights of use are granted only for the territory of the Federal Republic of Germany.

b) The imagery shall be made temporarily available to the customer for the purpose of use and acquiring rights of use. It remains the property of Agency or of the photographer.

1. Selecting imagery

a) Agency offers the customer the possibility of making a selection of images in its image database. The customer is granted access to the image database after a separate written agreement is made, either in exchange for a monthly flat charge or in exchange for a service fee for each image. Neither by downloading nor by paying the flat charge and/or service fee does the customer acquire a right to disseminate and/or publish, duplicate, and/or otherwise use imagery located in the database.

b) Complaints concerning technical or other hidden defects in the imagery shall be promptly reported to Agency in writing. Otherwise, the imagery is regarded as proper and approved by the customer.

2. Granting of rights / use of the imagery

a) Agency grants the customer, to the extent legally possible, a simple and – except as otherwise agreed – non-exclusive right to the use of the photographic copyright to the selected imagery within the scope of use desired by the customer. No prior statement of release by Agency is required for editorial use of the imagery. Exclusive rights and blocking periods are granted only subject to a separate written agreement. Image data sets marked with the notation SPECIAL CONDITIONS may be used only with the express written consent of Agency. Before commencing use of such image files, the customer must make an agreement with the management or a managing editor of Agency concerning the customer’s intended purpoin using them and the prospective scope of their use.

b) Use of the imagery for commercial or non-editorial purposes may result in infringement of the rights of third parties. To protect these persons and their rights, therefore, commercial use must be arranged by separate agreement with Agency before such use begins.

c) A special agreement is required in order to use the images on social networks. The rights granted do not permit use of the images on all social networks, particularly if an exclusive license, commercial licence or license for which sub-licences can be granted is required from the operator of a social network. The customer undertakes to evaluate use of such images in connection with the respective social networks on the basis of the respectively valid general business terms or other provisions prior to concluding the contractual agreement. It is not permitted to use the images on social networks beyond the scope of the rights granted. 

d) In general, unless otherwise provided in a separate agreement, the imagery is released only for one-time use in one medium. Thus, in the event that publication of the imagery in a print medium is intended, the right of use is granted, unless otherwise agreed, only for one-time use in the publication in question, for example only for the first edition in the original language. Further use, such as for advertising material, repetitions, or other extensions in the medium concerned, constitute independent acts of use. These independent acts of use must be paid for separately (see II. item 2 letter f) and III. of the General Terms & Conditions).

e) The duplication, editing, transformation, copying, digitalisation, electronic archiving, etc., of the imagery, its transfer to third parties, the transfer and granting of rights of use to third parties, and the granting of reprinting rights are not permitted without the express written consent of Agency.

f) For the fee invoice, the customer must report, stating the Agency image number and the image source, which imagery has been used and in which medium, in which position, in which format, on what scale (e.g., print run or circulation), and for what distribution area it has been used.

3. Using the image database

a) For access to the image database, the customer, after registering, will receive a user ID and a password (access data) from Agency. The customer is obliged to keep its access data secret and to protect it from improper use by unauthorised third parties.

b) The customer is obliged to inform Agency promptly if it is suspected that an unauthorised third party has acquired knowledge of the access data. Agency is entitled in such a case to immediately change the access data.

c) The customer is liable for all resulting damage if unauthorised third parties gain knowledge of the access data, unless this is beyond the customer's control.

4. Deleting the imagery / restriction notes

a) The imagery supplied by Agency is always provided with image numbers and image source references. The customer is obliged to ensure that this information is always combined with the imagery.

b) Imagery to which the customer has not acquired or does not wish to acquire rights of use must be promptly deleted from all data media of the customer.

c) Downloaded imagery from the Agency database must be deleted entirely from all data media of the customer immediately after it is selected or used.

d) The customer must observe any restriction notes and restrictions of use.

III. User fees

1. Each use of imagery belonging to Agency is subject to a fee, particularly if it is used as a model for drawings or graphics, for layout purposes, or for customer presentations, or if image details are used that, irrespective of the technique employed, become part of a new work.

2. The amount of the fee depends on the customer's actual use of the imagery. It depends in particular on the medium, type, purpose, and scope of the use and, in the case of intended publication in print media, also on the extent of its dissemination (circulation or print run), layout, etc.

3. If no separate fee agreement is made, the fee rates for a particular use will be considered to be those in the current version of Übersicht der marktüblichen Vergütung für Bildnutzungsrechte published by the Mittelstandsgemeinschaft Foto-Marketing (MFM).

4. Unless otherwise provided in a separate agreement, the agreed fee shall be paid for each one-time use for the agreed purpose. Any other, extended, and/or repeated use is subject to another fee, another release statement, and another fee agreement.

5. If an item illustrated with the imagery of Agency is reproduced in another medium (e.g., dust jacket, brochure, poster, etc.), and if the original image motif is recognisable in this reproduction, the customer must inform Agency of this other purpose for use. In a case such as this, another user fee must be paid to Agency.

6. Agency will impose appropriate extra charges for exclusive rights, blocking periods, use of photographs taken under special circumstances and/or at increased costs, and the use of imagery with the SPECIAL CONDITIONS notation

IV. Processing fees and other costs

1. For processing orders for images, Agency charges a processing fee of 75 EUR per hour. Other costs for telecommunications, postage, couriers, etc. – in the event digital data media are sent, for example – are charged separately.

2. If the customer does not meet its notification obligation according to II. item 2. letter f) of these GTC, Agency is entitled to charge for its investigations a processing fee of 10 EUR per usage.

3. Agency is entitled to charge the customer for contributions to be made to the artists’ social insurance fund for the photographer.

V. Payment terms and right of retention

1. User fees according to these GTC and in offers, price lists, or other documents are to be understood as net without value added taxes and artists’ social insurance contributions.

2. Agency invoices are due and payable in full upon receipt.

3. A set-off or the assertion of a right of retention is possible only with undisputed or legally enforceable counterclaims.

VI. Image sources and specimen copies

1. The customer agrees to display, when publishing an image, a reference to Agency in connection with the name of the photographer (image source) The placement of the image source reference must clearly indicate to which photograph it pertains. This applies also in those cases mentioned in II. item 2. c) and III. item 4. of these GTC. Agency may demand in a particular case that the imagery be published without a reference to the image source.

2. If the image source reference is omitted in whole or in part and its omission is not requested by Agency, Agency is entitled to impose a surcharge of 100% of the agreed fee. The customer shall indemnify Agency on first demand against claims of third parties resulting from the omission of an image source reference.

3. The customer shall, without being asked to do so, send to Agency at no charge one complete specimen copy with the location of the image clearly indicated. If the specimen copy is not received by Agency within one month after publication, Agency is entitled to engage a press-cutting service at the customer’s expense to procure copies of the publication.

VII. Liability, damages, contractual penalty

1. The customer bears responsibility for the captioning of the imagery. This applies also if Agency supplies separate textual information for the imagery. Agency is not liable for infringements of rights resulting from contract-violating, falsifying and/or distorting use in an image or text. In particular, Agency is not liable, except as otherwise provided in other agreements, for non-editorial use of the imagery or for its use for commercial purposes.

Liability is further excluded if the personality rights of depicted persons are violated only as a result of the concrete, defamatory manner in which the Agency imagery is editorially included. If, because the imagery is used in a manner that is in breach of contract, rights, particularly the personality rights of depicted persons or third parties, are violated, the customer shall indemnify Agency on first demand against the resulting claims directed against Agency –if Agency so chooses, in pecuniary terms as well.

2. The customer will comply with any restrictions appearing in the metadata of each photo with regards to the use of the image.

3. Unless otherwise expressly agreed in writing, the customer is obliged to clarify with the rights holders, at its own expense and risk, any existing copyrights and other rights to the depicted objects, rights to their own images, and other personality rights and to obtain the required prior consent to publication – e.g., for commercial use.

The customer shall indemnify Agency against all third-party claims raised against Agency – on whatever legal basis – in response to prohibited use of the material. The customer shall bear the costs of an adequate legal defence and/or of bringing an action against third parties incurred by Agency.

4. Images in which contemporary persons are depicted may be used only editorially. To use such pictures for commercial purposes, the customer must obtain the consent of the person depicted.

5. In the event the imagery is used or passed on to others without authorisation, reprinting rights are granted to third parties without authorisation, or copies of any kind are made or passed on to third parties without authorisation, Agency is entitled to demand from the customer, in addition to the user fee and any other fees and costs arising from the infringement, a contractual penalty amounting to five times the user fee. Both parties are at liberty to provide evidence of a greater or lower loss.

6. The customer acquires proprietary rights or rights of use neither with the payment of blocking fees nor with payment of a contractual penalty.

7. Agency is not liable for slightly negligent breaches of insignificant contractual duties.

VIII. Other provisions

1. All contractual relations between Agency and the customer are governed in addition by the law of Sweden, even when imagery is delivered and/or rights of use are granted to foreign customers. Private international law is not applicable.

2. If the customer is a businessman, a legal entity under public law, or a specially segregated asset of the government, the place of jurisdiction and performance is Stockholm. The same applies if the customer has no place of general jurisdiction in Sweden or its residence or customary place of abode are unknown at the time at which an action is brought. Notwithstanding the above, Agency may assert claims also at the customer’s place of general jurisdiction. Any exclusive place of jurisdiction remains unaffected by this provision.

3. If individual provisions of the contract with the customer, including these GTC, should be or become invalid in whole or in part, the validity of the other provisions will not be affected thereby. Agency and the customer agree to replace wholly or partially invalid provisions with a contractual provision whose economic result comes as close as possible to that of the invalid provision.

4. The customer is advised that its use and billing data are collected, stored, and used by Agency to make use of the services of Agency possible and to invoice them.

Terms and conditions for using the image database of Agency

1. Access costs

Standard access to the image database is free of charge. Premium access requires a separate contract. Changing from one access type to another (standard or premium) is possible only with notice of one month before the end of the following billing month. This period of notice begins with receipt of the written instruction to change the access type. The access costs do not represent fees for using the digitalised imagery. These fees must be remitted to Agency separately in accordance with the GTC. All prices are exclusive of statutory value added tax.

2. Access authorisation

Digitalised imagery may be retrieved only with the appropriate access authorisation by authorised employees of the contracting party. The contracting party is not entitled to make accessible or pass on to third parties the ID and password assigned to it. The contracting party is liable for all resulting damage if unauthorised third parties gain knowledge of the access data, unless this is beyond the customer's control. The contracting party is obliged to inform Agency promptly if it is suspected that an unauthorised third party has acquired knowledge of the access data.

3. Release and availability

Ageny will enable the chosen means of access after it has assigned the online ID and the contracting party has filled out, signed, and returned the registration form. The agreement concerning use of the image database is made when access is enabled. There is no obligation to enable access. In the event access is not enabled, Agency shall promptly inform the contracting party.

Agency reserves the right to change at any time the hours during which the image database operates for technical maintenance adjustment work. The contracting party does not have a right to constant accessibility of the image database. Agency will, however, make every effort to keep down times as short as possible.

4. Obtaining imagery and granting of rights of use

The procurement or delivery of digitalised imagery and the granting of rights to use of the digitalised imagery (image data sets) are governed exclusively by the GTC of the Agency.

5. Liability and warranty

Agency assumes no warranty for the technically complete and correct transmission of the data sets. Agency does not operate a network of its own and is therefore not liable for losses suffered by the contracting party that are caused by third parties over the Internet (hacking, virus infestation, etc.). Agency reserves the right of immediate intervention in the system in such cases. Claims for damages against Agency arising from transmission errors or transmission interruptions caused by network failures or other technical malfunctions beyond the control of Agency are excluded. For damage caused by reductions or interruptions in operation or by technical malfunctions whose cause is within the control of Agency, Agency is liable only in the case of wilful intent or gross negligence. Agency is not liable for the correctness of the content of image descriptions except in the case of wilful intent or gross negligence.

6. Term of the Agreement and termination

The agreement concerning use of the image database is made for an indeterminate period of time. It may be terminated at any time with notice of four weeks before the end of the quarter. The notice of termination must be in writing. The right to termination without notice for good cause remains unaffected.