Business terms

§ 1 Scope

(1) These GTC apply to all contracts between Leia-Sophie Holding GmbH (the “Provider”) and entrepreneurs for photography services under the trade name Marina Danilova Photography, where the transaction forms part of the operation of their business. These include in particular business portraits, editorial, brand and product photography and event photography. They apply accordingly to film and video recordings.

(2) These GTC do not apply to consumer transactions. These include transactions that a natural person concludes before starting their business in order to prepare for it (§ 1(3) KSchG, the Austrian Consumer Protection Act).

(3) Deviating terms of the Client apply only if the Provider expressly agrees to them in text form. This also applies if the Provider does not object to them or performs services without reservation.

(4) The Quotation or the individual agreement prevails over these GTC. Where these GTC require text form, an email is sufficient.

(5) In the version current when the contract is concluded, these GTC also apply to future orders from the same Client.

§ 2 Conclusion of contract

(1) Quotations are non-binding unless expressly designated as binding. The contract is concluded with the Provider’s order confirmation in text form.

(2) The date is reserved once the contract has been concluded and the advance payment has been received.

(3) Delivery dates are binding only if the Quotation expressly designates them as binding.

§ 3 Services and creative design

(1) The scope of services is set out in the Quotation. It states in particular the duration and location of the shoot, the number of edited images, the form of delivery and the scope of use.

(2) Client specifications on subjects and visual style (briefing, shot list) are binding if they were agreed in text form before the date. Otherwise the Provider shoots, selects and edits the images at its own artistic discretion in the style of the portfolio.

(3) The Provider selects the images to be delivered. Images not selected and raw data (RAW files) are handed over only if the Quotation provides for this.

(4) The Provider may use assistants and subcontractors, for example for a second camera or for image editing.

(5) Services not stated in the Quotation are charged, after prior consultation, at the hourly rate stated in the Quotation. These include, for example, additional images, extensive retouching, express delivery and conceptual work.

§ 4 Client’s cooperation and third-party rights

(1) The Client

• names a contact person who is present on the date and can take decisions;
• provides access to the shooting locations and obtains the necessary permits;
• makes products, props and the persons to be photographed available in good time.

(2) The Client obtains the consent of the persons photographed to the shoot and to the agreed use, for example from employees, guests or models it provides. It also secures the necessary rights in objects shown, such as trade marks, designs, works of art or buildings.

(3) The Client bears the risk of circumstances outside the Provider’s sphere. These include the weather for outdoor shoots, the availability of locations, persons and products, and delays in the schedule. The booked time is not extended as a result.

(4) The Provider charges waiting time and additional hours at the hourly rate stated in the Quotation per half hour or part thereof. There is no entitlement to an extension.

(5) The Client collects products and props handed over without delay after the shoot. The Client insures valuable items itself.

§ 5 Prices and payment

(1) Prices are in euros, net, plus VAT. The fee covers the shoot, the editing and the use stated in the Quotation.

(2) Additional costs are payable separately where the Quotation shows them or the Client orders them. These include, for example, travel and accommodation, location, models, styling and props.

(3) On placing the order, an advance payment of 50% of the fee is due. The Provider invoices the remainder after delivery of the images. Invoices are payable within 14 days of the invoice date without deduction.

(4) If an order comprises several dates or partial services, the Provider invoices each separately after its delivery.

(5) In the event of late payment, the Client owes default interest under § 456 UGB (Austrian Commercial Code) and a flat fee of EUR 40 for recovery costs under § 458 UGB.

(6) The Client may set off only claims that are undisputed or have been finally determined by a court. The Client may withhold payments only on account of claims arising from the same contract and only to an extent that is proportionate to the alleged defect.

§ 6 Cancellation and rescheduling

(1) There is no right to cancel a placed order free of charge. A cancellation must be made in text form.

(2) If the Client cancels, it owes a cancellation fee as a percentage of the agreed fee:

(3) In addition, the Client reimburses additional costs that have already been incurred or can no longer be cancelled. The advance payment is credited. This settles the Provider’s claims arising from the cancellation.

(4) The Client may reschedule the date if the parties agree an alternative date within 60 days. The following applies:

The rescheduling fee is payable in addition to the fee. Additional costs incurred are borne by the Client. There is no entitlement to a particular alternative date; the Provider proposes available dates. If the parties do not agree, the original date stands.

(5) If outdoor shoots have to be postponed because of the weather, the parties agree an alternative date from the Provider’s available dates no later than the day before. No cancellation fee is then charged; additional costs incurred are borne by the Client.

(6) If the Provider cannot attend the date, for example due to illness, it informs the Client without delay. The parties agree an alternative date or, with the Client’s consent, an equivalent substitute. If neither is achieved, the Provider refunds payments made. Further claims are governed by § 11.

§ 7 Delivery, acceptance and archiving

(1) The Provider delivers the edited images digitally in the agreed formats, as a rule via an online gallery for download.

(2) The delivery period depends on the scope of the order and is set out in the Quotation. If it is not stated there, the Provider delivers within a period appropriate to the scope, and no later than 20 working days after the date.

(3) One round of corrections to the editing of the delivered images is included in the fee. The Provider charges further corrections on a time basis at the hourly rate stated in the Quotation.

(4) The Client reviews the images within 14 days of delivery and gives notice of defects in text form. After that the images are deemed accepted. §§ 377 and 378 UGB apply to all services of the Provider.

(5) The download is available for six months from delivery. After that the Provider is not obliged to keep the images.

§ 8 Rights of use

(1) All copyright and related rights in the images belong to the Provider or to the person who took the photographs. The Provider ensures the necessary chain of rights.

(2) On full payment, the Client receives a non-exclusive, non-transferable licence (Werknutzungsbewilligung, § 24(1) UrhG) to the extent stated in the Quotation.

(3) If the Quotation states no scope, the Client may use the images without limitation in time or territory for its own corporate communications. These include:

• its own website and its own social media channels
• printed materials, presentations and internal communications
• press work and recruiting

(4) The following uses are permitted only if the Quotation expressly provides for them:

• paid advertising, such as advertisements, outdoor advertising, TV and paid online and social media campaigns
• passing images on to third parties for their own use, sale or sub-licensing
• exclusive rights
• use for training AI models or for generating synthetic likenesses

(5) The Client may pass the images on to its service providers to the extent they need them for the permitted use, for example an agency or a printer. It may also make them available to the media for editorial coverage of its business.

(6) Cropping and format adjustments for the permitted use are allowed. Further alterations, such as retouching, compositing, filters or AI-assisted editing, require the Provider’s consent in text form.

(7) For editorial publication, the Client ensures that the image carries the credit the Provider states on delivery, as a rule “Photo: Marina Danilova”. In corporate communications the credit is welcome but not required. The Client does not remove copyright information from the metadata.

(8) If the Client uses images beyond the agreed scope, it owes the appropriate licence fee for that use, and twice that fee in the case of fault (§ 87(3) UrhG). Further claims remain unaffected.

§ 9 Self-promotion

(1) The Provider may use images from the assignment for its own advertising, for example in its portfolio, on its website, on social media and in competitions. In doing so it may name the Client as the commissioning party.

(2) The Client may object to this in text form or require an embargo period, for example until its own publication. A later objection takes effect for the future; the Provider then removes the images from its channels within 14 days.

(3) The Provider uses images in which persons are recognisable only with the consent of those persons. Consent may be withdrawn at any time with effect for the future.

(4) The Provider uses images of products or content that are not yet public only after the Client has published or released them.

§ 10 Warranty

(1) The Provider carries out the assignment with care and warrants that the images have the agreed characteristics.

(2) The warranty period is six months from delivery.

(3) The Client must prove that the defect existed on delivery. § 924 ABGB (Austrian Civil Code) does not apply. Notice of defects is governed by § 7(4).

(4) The Provider first remedies defects by re-editing or, where possible and reasonable, by repeating the shoot. If this fails, the Client has the statutory claims to a price reduction or, in the case of defects that are not minor, to rescission.

(5) The following are not defects:

• visual style and image selection that correspond to the agreed briefing or the style of the portfolio,
• colour deviations caused by screens, printing processes or platforms,
• consequences of the Client’s specifications or of circumstances under § 4(3).

§ 11 Liability

(1) The Provider is liable without limitation for intent and blatant gross negligence (krass grobe Fahrlässigkeit), for personal injury and to the extent that the law mandatorily provides for liability.

(2) For other gross negligence, liability is limited to EUR 2,000,000 per claim.

(3) For slight negligence, the Provider is liable only for breach of principal performance obligations and for no more than the fee for the order concerned. In such cases it is not liable for lost profit, indirect damage, consequential damage or third-party costs, for example for models, location, travel or agency.

(4) If images are lost or damaged, the Provider repeats the shoot where this is possible. If it is not possible, it refunds the proportionate fee. In the case of slight negligence there are no further claims.

(5) For products, props and reference material handed over, the Provider is liable only for intent and gross negligence.

(6) The Client must prove the Provider’s fault. Claims for damages must be asserted in court within twelve months of knowledge of the damage and the party causing it, and in any event within three years of the event giving rise to the damage. This does not apply in cases of intent.

(7) These limitations also apply in favour of the Provider’s employees and subcontractors.

(8) The Client indemnifies the Provider against third-party claims based on the fact that

• consents or rights under § 4(2) are missing,
• specifications or reference material of the Client infringe third-party rights, or
• the Client uses the images beyond the agreed scope.

(9) Neither party is liable for the consequences of events beyond its control (force majeure). In that case the parties agree an alternative date.

§ 12 Data protection and confidentiality

(1) The Provider processes personal data in accordance with the GDPR and the Austrian Data Protection Act (DSG). Details are set out in the privacy policy at marinadanilova.at/privacy.

(2) The Client is responsible under data protection law for its use of the images. It informs the persons photographed and ensures the legal basis for its use.

(3) Both parties treat confidential information of the other party as confidential. This includes in particular unpublished products, campaigns and internal business matters. This also applies after the end of the contract for as long as the information is not publicly known.

§ 13 Final provisions

(1) Austrian law applies, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods.

(2) The court with subject-matter jurisdiction for Vienna, Innere Stadt, has exclusive jurisdiction. The Provider may also sue the Client at the Client’s registered office.

(3) Rescission of the contract for mistake or for laesio enormis (Verkürzung über die Hälfte) is excluded.

(4) Changes to the contract require an express agreement in text form.

(5) If a provision is invalid, the rest of the contract remains in force. The invalid provision is replaced by the law.

(6) If these GTC exist in several languages, the German version prevails.