Terms & Conditions

Article 1 - Definitions

In these General Terms and Conditions, the following terms shall have the following meanings:

Contractor: Milenq, established in Rotterdam, the Netherlands, and registered with the Dutch Chamber of Commerce (KvK) under registration number 62335340.
Client: the natural person or legal entity that enters into, or intends to enter into, an Agreement with the Contractor.
Agreement: any agreement between the Contractor and the Client relating to the performance of services to which these General Terms and Conditions apply.
Quotation: any written or electronic offer issued by the Contractor setting out the nature, scope and terms of the services to be performed.
Works: all results created or delivered by the Contractor under the Agreement, including, but not limited to, photography, Imagery, Concepts, mood boards, shot lists, creative direction, visual strategy and any other creative or consultancy services.
Imagery: all photographic works, digital files and other visual content created by the Contractor.
Concept(s): all creative ideas, proposals, sketches, mood boards, shot lists, presentations, visual strategies and other preparatory or conceptual work developed by the Contractor.

Article 2 - Applicability

These General Terms and Conditions apply to all Quotations, Agreements, services, activities, deliveries and invoices issued by or on behalf of the Contractor, unless otherwise agreed in writing.
These General Terms and Conditions also apply to services performed by third parties engaged by the Contractor in connection with the Agreement.
An Agreement is concluded once the Client accepts a Quotation or offer from the Contractor in writing or electronically. By entering into the Agreement, the Client also accepts the applicability of these General Terms and Conditions.
The Contractor is entitled to amend these General Terms and Conditions. The version in force at the time the Agreement is concluded shall apply.
The applicability of any general terms and conditions of the Client is expressly excluded.
Should one or more provisions of these General Terms and Conditions be wholly or partially void or annulled, the remaining provisions shall remain in full force and effect. In that event, the parties shall consult with one another to agree a replacement provision that reflects the purpose and intent of the original provision as closely as possible.
Where any provision of the Agreement conflicts with these General Terms and Conditions, the provisions of the Agreement shall prevail.

Article 3 - Quotations and Formation of the Agreement

All Quotations and offers issued by the Contractor are non-binding and valid for 30 calendar days, unless stated otherwise.
An Agreement is concluded once the Client accepts a Quotation or offer from the Contractor in writing or electronically.
All Quotations are based on the information provided by the Client and the circumstances known at that time. The Client warrants that this information is accurate and complete.
The Quotation relates exclusively to the services expressly described therein. Any services or requests not included in the Quotation shall be regarded as additional work and invoiced separately.
Obvious errors, clerical mistakes or inaccuracies in a Quotation shall not be binding upon the Contractor.
No rights may be derived from previously issued Quotations or estimates.
All Concepts, proposals, mood boards, shot lists, presentations and other preparatory work supplied by the Contractor shall remain the property of the Contractor and may not be used, shared, made available to third parties, used to train AI models or used as input for generative AI applications without the Contractor’s prior written consent.

Article 4 - Fees, Additional Work & Payment

All fees charged by the Contractor are exclusive of VAT, unless expressly stated otherwise.
The Agreement shall be entered into on the basis of either a fixed project fee or an hourly rate, as specified in the Quotation or proposal.
The Quotation is based on the agreed scope of the services. If the Client requests additional services, amendments or deliverables that are not included in the Quotation, these shall be regarded as additional work and invoiced separately.
Costs including, but not limited to, travel time, travel expenses, venue hire, props, models, hair and make-up, styling, equipment or any other external costs approved by the Client are not included unless expressly stated otherwise in the Quotation.
The Contractor is entitled to request a deposit. The amount of the deposit and the applicable payment terms shall be specified in the Quotation. The Contractor is entitled to suspend performance of the Agreement until the agreed deposit has been paid in full.
Invoices must be paid within 14 calendar days of the invoice date, unless otherwise agreed in writing.
If payment is not received by the due date, the Client shall automatically be in default and shall owe statutory interest or statutory commercial interest, as applicable, together with any extrajudicial debt collection costs.
In the event of the Client’s bankruptcy, suspension of payments, liquidation or attachment of assets, all outstanding amounts owed to the Contractor shall become immediately due and payable.

Article 5 - Client Obligations

The Client shall provide all information, materials and other data reasonably required for the proper performance of the Agreement in a timely manner.
The Client warrants the accuracy, completeness and reliability of all information and materials supplied, including information and materials originating from third parties.
Unless otherwise agreed in writing, the Client is responsible for providing all products, clothing, props, copy and other materials required for the assignment in a timely manner.
The Client shall ensure that all necessary permissions, licences and cooperation from the relevant persons or parties have been obtained in good time.
Where performance of the Agreement is delayed or additional work becomes necessary as a result of incorrect, incomplete or late provision of information, materials or cooperation by the Client, any resulting costs and delays shall be borne by the Client.

Article 6 - Execution of Services

The Contractor shall perform the Agreement with due care, professionalism and the skill, knowledge and expertise that may reasonably be expected of a competent professional.
The Client knowingly engages the Contractor for the Contractor’s distinctive style, working methods and creative interpretation. The performance of the assignment, including composition, lighting, styling, image selection and post-production, shall be carried out at the Contractor’s professional discretion, taking into account the agreed creative direction.
The Contractor is entitled to engage third parties to perform all or part of the services where, in the Contractor’s opinion, this contributes to the proper performance of the Agreement.
Any stated performance or delivery times are estimates only unless expressly agreed otherwise in writing.
Where performance of the Agreement is delayed due to circumstances attributable to the Client, the Contractor shall be entitled to adjust the planning and delivery schedule accordingly.
Unless otherwise agreed in writing, assignments are accepted on a non-exclusive basis. The Contractor remains entitled to undertake similar assignments for other clients, including competitors of the Client.

Article 7 - Photoshoots

Unless otherwise agreed in writing, the Client shall ensure that the location is safe, accessible and suitable for the photoshoot.
The Client is responsible for ensuring the timely attendance of all participants and for making all products, clothing, props and other materials required for the photoshoot available at the agreed time.
Where the photoshoot is hindered or delayed due to circumstances attributable to the Client, the Contractor shall be entitled to charge any additional costs incurred as a result.
Unless otherwise agreed in writing, the Client is responsible for obtaining all permissions required to photograph individuals, locations or property.
The Contractor shall not be liable where the final result differs from the Client’s expectations due to circumstances beyond the Contractor’s reasonable control, including weather conditions, lighting conditions, location restrictions or the actions of third parties.
The Contractor shall not be liable for the loss of, theft of, or damage to property belonging to the Client or third parties during the photoshoot.
Where the Client or a third party causes damage to the Contractor’s equipment or other property, the Client shall be liable for the resulting repair or replacement costs.
Should Imagery be lost prior to delivery as a result of a technical failure or force majeure, the Contractor shall use reasonable endeavours to repeat the assignment free of charge where reasonably possible. In such circumstances, the Contractor shall not be liable for any further compensation.

Article 8 - Concept Development & Creative Direction

All Concepts, creative proposals, mood boards, shot lists, visual strategies, creative direction and other preparatory work developed by the Contractor shall remain the intellectual property of the Contractor unless otherwise agreed in writing.
Concepts and preparatory work are developed solely for the purposes of the agreed assignment and may not, without the Contractor’s prior written consent, be used, shared, reproduced, made available to third parties, used to train AI models or used as input for generative AI applications.
Should the Client decide not to proceed with the assignment, all intellectual property rights relating to the Concepts and preparatory work shall remain vested exclusively in the Contractor.
The Client shall not be entitled to have any Concepts or preparatory work, whether in whole or in part, carried out or further developed by third parties without the Contractor’s prior written consent.

Article 9 - Amendments, Rescheduling & Cancellation

Should the Client wish to amend or extend the agreed services, this may affect the planning, performance, delivery and agreed fee. The Contractor shall notify the Client as soon as reasonably practicable.
The Contractor is entitled to reschedule or suspend an assignment where circumstances arise that reasonably prevent the Agreement from being performed with due care, including illness, accidents, force majeure or other unforeseen circumstances. The Contractor shall notify the Client as soon as reasonably practicable and, where possible, propose a new date for performance.
Where weather conditions or other circumstances beyond the Contractor’s reasonable control make it impossible, in the Contractor’s professional opinion, to carry out a photoshoot to the required standard, the parties shall consult with one another to agree on a new date.
A request by the Client to reschedule a photoshoot shall, where reasonably possible in the Contractor’s opinion, be treated as a change of date rather than a cancellation. Where rescheduling is not reasonably possible, the request shall be treated as a cancellation.
Any cancellation by the Client must be made in writing.
The following cancellation policy applies to photoshoots:
- Where cancellation takes place more than 14 calendar days before the agreed shoot date, no cancellation fee shall be payable.
- Where cancellation takes place between 14 and 7 calendar days before the agreed shoot date, the Client shall be liable for 50% of the agreed fee.
- Where cancellation takes place within 7 calendar days of the agreed shoot date, the full agreed fee shall be payable.
- Failure to attend the photoshoot or to be available at the agreed time without prior notice shall be deemed a cancellation on the day of performance.
For assignments other than photoshoots, including concept development, branding, visual strategy, creative direction and other creative or consultancy services, the following shall apply:
- In the event of cancellation or early termination, the Client shall reimburse all work completed up to that date, all costs incurred and any commitments already entered into by the Contractor.
- Where a fixed project fee has been agreed, the Client shall also compensate the Contractor for reserved capacity and preparatory work that can no longer reasonably be allocated to other assignments.
Circumstances on the part of the Client, including illness, the unavailability of participants or other unforeseen circumstances, shall not affect the provisions of this Article.
The Client shall not be entitled to use any Concepts, Imagery or other Works until all payment obligations have been fulfilled in full.

Article 10 - Delivery

The Contractor shall use reasonable endeavours to deliver the agreed services within the agreed timeframe. Any stated delivery dates are estimates only and shall not give rise to any enforceable rights.
Unless otherwise agreed in writing, delivery shall be made electronically.
The agreed delivery period shall commence only once the Contractor has received all information, materials, approvals and, where applicable, the agreed deposit required for the performance of the assignment.
Where delivery is delayed due to circumstances beyond the Contractor’s reasonable control, including delays attributable to the Client, the Client shall not be entitled to terminate the Agreement, claim damages or suspend any payment obligation.
The Contractor is entitled to deliver the services in instalments unless otherwise agreed in writing.
Upon delivery, the Client is solely responsible for downloading, reviewing and securely storing all delivered files in a timely manner.

Article 11 - Proofing Gallery

Where a proofing gallery forms part of the assignment, the Client shall receive a digital selection of lightly edited images from which the final images may be selected.
The proofing gallery contains only a curated selection of the images captured. The Contractor reserves the right to exclude technically unsuitable images, artistically rejected images, test shots and substantially identical images from the gallery.
The images included in the proofing gallery are lightly edited solely for selection purposes. Once the Client has made the final selection, the selected images shall be fully edited in accordance with the Contractor’s usual quality standards and visual style.
Unless otherwise agreed in writing, the proofing gallery shall remain available for a limited period only. Upon expiry of this period, the Contractor may remove the gallery.
The Client is responsible for submitting the final image selection within the timeframe specified by the Contractor. Failure to do so may affect the agreed delivery schedule.
Should the Client wish to purchase additional images after submitting the final selection, the Contractor shall be entitled to charge the applicable additional fee per image in force at that time.
The images displayed in the proofing gallery are provided solely for the purpose of making a final selection and are protected by a watermark. They may not be downloaded, published, reproduced, edited, have the watermark removed or circumvented, or otherwise be used in any way before the final edited images have been delivered by the Contractor.

Article 12 - Post-Production & Revisions

The final selected images shall be edited in accordance with the Contractor’s usual quality standards and visual style.
Post-production includes, amongst other things, adjustments to colour, contrast, exposure, cropping and other standard image enhancements. In addition, minor distracting elements may be removed or retouched where reasonable and at the Contractor’s professional discretion.
The Contractor selects, edits and retouches each image by hand. AI-assisted tools may occasionally be used to remove distracting elements or extend a background where this enhances the overall composition. Generative AI is not used to create image content or fundamentally alter the original photograph.
Requests for extensive image manipulation, including the removal or alteration of objects, backgrounds or other non-standard retouching, do not form part of the agreed services and may, where reasonably possible, be carried out as additional work at an additional charge.
Requests to alter body shape, facial features or other personal characteristics will not be accepted.
The Client shall inspect the delivered images as soon as reasonably practicable upon receipt. Any comments relating to the agreed post-production must be submitted to the Contractor in writing within 14 days of delivery.
Where a reported issue relates to a deviation from the agreed services, the Contractor shall use reasonable endeavours to rectify the issue, where reasonable, at no additional cost. Any additional requests or changes of preference made after delivery shall be deemed additional work.

Article 13 - RAW Files & Archiving

RAW files, unedited captures, working files and other source files do not form part of the Agreement and shall not be supplied to the Client unless otherwise agreed in writing.
The Contractor shall determine, at the Contractor’s sole discretion, which images are retained and which are deleted. The Contractor is under no obligation to archive every image captured during an assignment.
The Contractor shall use reasonable endeavours to retain the final delivered files for a reasonable period. However, the Contractor cannot guarantee that files will remain available indefinitely after delivery.
Following delivery, the Client is solely responsible for downloading, securely storing and maintaining adequate backups of all delivered files.
Should the Client request replacement copies of files that remain available after delivery, the Contractor shall be entitled to charge reasonable costs for doing so.

Article 14 - Copyright & Licence of Use

All intellectual property rights, including copyright, in the Works shall remain vested exclusively in the Contractor at all times unless otherwise agreed in writing.
Upon full payment of the agreed fee, the Client is granted a non-exclusive, non-transferable licence to use the Works solely for the agreed purpose.
Unless otherwise agreed in writing, this licence permits the Client to use the delivered Works for its own business activities, including use on websites, social media platforms, newsletters, presentations, printed materials and other communications produced by or on behalf of the Client.
Use of the delivered Works for paid advertising campaigns, commercial campaigns beyond the agreed purpose, sale, the transfer of usage rights to third parties, or any other use outside the scope of the agreed licence shall require the Contractor’s prior written consent.
The Client may make the delivered Works available to third parties only where this is reasonably necessary for its own business operations, such as to a web developer, printer, marketing agency or communications agency, and solely for the agreed purpose. The Client shall remain responsible for ensuring that such third parties comply with the terms of this licence.
The Client shall not edit or alter the delivered Works in a manner that materially affects their character, quality or artistic integrity unless the Contractor has given prior written consent.
The Client shall not use the delivered Works for training AI models, as input for generative AI applications, for automated image generation or for any other AI-related purpose without the Contractor’s prior written consent.
Where the delivered Works are published, attribution to the Contractor is appreciated unless otherwise agreed in writing between the parties.

Article 15 - Portfolio & Publication

The Contractor is entitled to use the Works created in connection with the assignment for its own promotional purposes, including portfolio, website, social media channels, presentations, competitions, publications, exhibitions and any other form of business promotion.
Where the Client notifies the Contractor in writing prior to the commencement of the assignment that publication is not permitted, the Contractor shall not publish the relevant Works without the Client’s prior written consent.
The Client warrants that the Contractor’s use of the Works in accordance with this Article shall not infringe the rights of any third party. The Client shall notify the Contractor in writing prior to the commencement of the assignment of any specific restrictions or confidentiality obligations.
Where, after the Agreement has been concluded, the Client requests that publication be withheld, the Contractor shall use reasonable endeavours to accommodate such request but shall not be obliged to do so unless otherwise agreed in writing.

Article 16 - Liability

The Contractor shall perform the Agreement to the best of its professional knowledge and expertise and with the care that may reasonably be expected of a competent professional contractor.
The Contractor shall only be liable for direct damage resulting from an attributable failure in the performance of the Agreement, insofar as such liability is not excluded by law.
Any liability for indirect damage is excluded. This includes, but is not limited to, consequential loss, loss of revenue, loss of profit, lost savings, loss of data, reputational damage, business interruption and claims brought by third parties.
The Contractor shall not be liable for any damage resulting from incorrect, incomplete or late information, materials or instructions provided by the Client.
The Contractor shall not be liable for colour deviations, loss of quality or other differences resulting from display on uncalibrated screens, incorrect printing processes or modifications made by the Client or third parties after delivery.
The Contractor shall not be liable for any damage resulting from the use of the delivered Works in a manner contrary to the Agreement, the granted licence of use or applicable laws and regulations.
Where the Contractor is liable, compensation shall be limited to the amount paid out under the Contractor’s liability insurance in the relevant case, increased by the applicable excess. If, for any reason, no payment is made under the insurance, liability shall be limited to a maximum of the invoice amount relating to the assignment to which the damage relates.
Any claim for compensation shall lapse if the Client has not notified the Contractor in writing within twelve months after becoming aware, or reasonably having been able to become aware, of the damage.

Article 17 - Force Majeure

Force majeure means any circumstance beyond the Contractor’s reasonable control that temporarily or permanently prevents the performance of the Agreement, including illness, accidents, government actions, pandemics, strikes, technical failures, fire, extreme weather conditions, equipment failure, internet or power outages and any other unforeseen circumstances.
In the event of force majeure, the Contractor shall be entitled to suspend the performance of the Agreement or, where performance has become permanently impossible, to terminate the Agreement in whole or in part without being liable for any compensation.
Where the force majeure situation is temporary, the parties shall use reasonable endeavours to continue the services or reschedule them, where possible, to a later date.
Where services have already been performed or costs have already been incurred at the time the force majeure situation arises, the Contractor shall be entitled to invoice the Client accordingly.

Article 18 - Confidentiality & Unacceptable Conduct

The parties shall treat all confidential information received from one another in connection with the Agreement as confidential and shall use such information solely for the performance of the Agreement, unless disclosure is required by law.
The Contractor is entitled to mention the Client as a reference, unless the parties have agreed otherwise in writing.
The Contractor reserves the right to suspend or terminate the performance of the Agreement with immediate effect where there is aggression, intimidation, discrimination, boundary-crossing behaviour, threats, unwanted sexual advances or any other conduct that makes it unreasonable to expect the Contractor to continue performing the services.
In the event of a situation referred to in the preceding paragraph, all services already performed, costs incurred and commitments entered into shall remain payable in full by the Client.

Article 19 - Complaints

The Client shall inspect the delivered services and files for any shortcomings as soon as reasonably practicable after receipt.
Any complaints relating to the performance of the Agreement or the delivered services must be submitted to the Contractor in writing, in as much detail as possible, within 14 days after delivery.
Submitting a complaint shall not suspend the Client’s payment obligations.
Where a complaint is found to be well-founded, the Contractor shall use reasonable endeavours to remedy the shortcoming, where reasonably possible, within a reasonable period or provide an appropriate solution.
Complaints relating to the artistic style, creative choices or subjective assessment of the Work shall not constitute grounds for liability, termination of the Agreement or reimbursement of amounts already paid.

Article 20 - Governing Law & Jurisdiction

All Agreements between the Contractor and the Client shall be governed exclusively by the laws of the Netherlands.
Any disputes arising out of or in connection with the Agreement shall, if the parties are unable to resolve the matter amicably, be submitted exclusively to the competent court in the district where the Contractor is established, unless mandatory law provides otherwise.
Should any provision of these General Terms and Conditions be wholly or partially invalid or unenforceable, the remaining provisions shall remain in full force and effect. In such event, the parties shall replace the invalid or unenforceable provision with a provision that reflects the purpose and intent of the original provision as closely as possible.

Dutch version prevails

These Terms and Conditions have been translated from the original Dutch version for the convenience of international clients. Although every effort has been made to ensure an accurate translation, the Dutch version shall prevail and be binding in the event of any discrepancy, inconsistency or difference in interpretation. No rights may be derived from the English translation.