Terms & Conditions

Article 1 – Definitions

For the purposes of these Terms and Conditions, the following definitions shall apply:

1.1 Images by Merle

The sole proprietorship Images by Merle, registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under registration number 94876029, established in the Netherlands and using the registered correspondence address filed with the Dutch Chamber of Commerce. VAT identification number: NL005115071B52.

1.2 Client

Any natural person or legal entity entering into an Agreement with Images by Merle.

1.3 Consumer

A Client who is a natural person acting for purposes wholly or mainly outside their trade, business, craft or profession.

1.4 Agreement

Any quotation, booking confirmation or other written or electronic agreement between Images by Merle and the Client relating to the provision of Services.

1.5 Services

All photographic, videographic and related creative services provided by Images by Merle, including but not limited to photography, videography, editing, content creation, commercial assignments, race day coverage, stable visits and consultancy.

1.6 Works

All photographs, videos, edited material, digital files and any other creative content produced by Images by Merle in the performance of the Agreement.

1.7 Commercial Use

Any use of the Works directly or indirectly connected with business activities, advertising, marketing, sponsorship, publications, sales, websites, commercial social media accounts, auction platforms or any other commercial purpose.

Article 2 – Applicability

2.1

These Terms and Conditions apply to every quotation, booking, Agreement and Service provided by Images by Merle.

2.2

Any general terms and conditions used by the Client are expressly rejected unless expressly accepted by Images by Merle in writing.

2.3

By accepting a quotation, confirming a booking or otherwise instructing Images by Merle to perform the Services, the Client acknowledges and accepts these Terms and Conditions.

2.4

If any provision of these Terms and Conditions is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

2.5

Images by Merle reserves the right to amend these Terms and Conditions. Any amended version shall apply only to Agreements concluded after the amended Terms and Conditions have been published, unless otherwise agreed in writing.

2.6

In the event of any conflict between these Terms and Conditions and the specific Agreement, the specific Agreement shall prevail.

Article 3 – Quotations and Bookings

3.1

All quotations issued by Images by Merle are non-binding unless expressly stated otherwise and remain valid for thirty (30) days.

3.2

An Agreement is concluded when:

• the Client accepts a quotation;
• Images by Merle confirms a booking in writing; or
• Images by Merle starts performing the agreed Services at the Client's request.

3.3

Any amendment to an Agreement requested by the Client shall only become binding after written confirmation by Images by Merle.

3.4

Images by Merle reserves the right to refuse to enter into an Agreement without stating reasons.

3.5

Services requested by the Client that fall outside the original Agreement shall be regarded as additional work and may be invoiced separately. Wherever reasonably possible, Images by Merle shall inform the Client of any additional costs in advance.

3.6

Where amendments requested by the Client result in additional time, travel, editing or other expenses, Images by Merle shall be entitled to charge such additional costs.

3.7

Where no formal quotation has been issued due to the nature or scope of the Services, the invoice issued by Images by Merle shall be deemed to accurately reflect the Agreement between the Parties.

3.8

Where the Agreement is concluded at a distance (online, by e-mail or by telephone) with a Consumer, the Consumer has the right to withdraw from the Agreement within fourteen (14) days after its conclusion without giving any reason.

3.9

The right of withdrawal shall expire if the Consumer has expressly requested that the performance of the Services commence before the expiry of the withdrawal period and the Consumer has acknowledged that they will lose their right of withdrawal once the Services have been fully performed. In the event of partial performance, the Consumer shall owe a proportionate part of the agreed fee.

3.10

To exercise the right of withdrawal, the Consumer must inform Images by Merle of their decision to withdraw from the Agreement by an unequivocal statement (for example, by e-mail to info@imagesbymerle.nl).

Article 4 – Prices and Payment

4.1

All prices stated by Images by Merle are in euros (€) and are exclusive of VAT, unless expressly stated otherwise.

4.2

Quotations are based on the information available at the time they are prepared. If the scope of the Services changes after an Agreement has been concluded, Images by Merle reserves the right to adjust the agreed fee accordingly.

4.3

Unless otherwise agreed in writing, invoices shall be payable within fourteen (14) days from the invoice date.

4.4

The Client is not entitled to suspend or set off any payment obligation unless mandatory law provides otherwise.

4.5

If payment is not received within the agreed payment term, the Client shall be in default by operation of law after receiving a written reminder granting a reasonable period for payment, where such reminder is required under applicable Dutch law.

4.6

From the moment the Client is in default, Images by Merle shall be entitled to charge statutory interest and reasonable extrajudicial collection costs in accordance with applicable Dutch law.

4.7

Images by Merle reserves the right to require full or partial payment in advance before commencing the Services.

4.8

Delivery of the Works may be suspended until all outstanding invoices relating to the relevant Agreement have been paid in full.

Article 5 – Cancellation and Rescheduling

5.1

The Client may cancel or request to reschedule an Agreement by giving written notice to Images by Merle.

5.2

Where the Agreement is cancelled more than forty-eight (48) hours before the agreed commencement of the Services, no cancellation fee shall be due.

5.3

Where the Agreement is cancelled within forty-eight (48) hours before the agreed commencement of the Services, the Client shall owe fifty percent (50%) of the agreed fee.

5.4

Any costs already incurred by Images by Merle specifically in connection with the Agreement, including but not limited to travel expenses, accommodation, entrance fees, location fees, permits or other agreed third-party costs, shall remain payable by the Client insofar as such costs cannot reasonably be recovered.

5.5

Where the Client requests to reschedule the Services under the Agreement, Images by Merle shall make reasonable efforts to accommodate the requested new date. Rescheduling shall remain subject to availability and cannot be guaranteed.

5.6

Where Images by Merle is unable to perform the agreed Services due to illness, injury or other unforeseen circumstances, reasonable efforts shall be made to agree on an alternative date. If rescheduling is not reasonably possible, any payments received in respect of the unperformed Services shall be refunded. The Client shall not be entitled to any additional compensation.

5.7

In the event of adverse weather conditions or other circumstances beyond the reasonable control of either Party that materially affect the quality of the Services or prevent Images by Merle from performing the Services in a professional and responsible manner, Images by Merle reserves the right to postpone the Services in consultation with the Client.

Article 6 – Client Responsibilities and Animal Welfare

6.1

The Client shall provide Images by Merle with all information reasonably required for the proper performance of the Services in a timely and accurate manner.

6.2

Unless expressly agreed otherwise in writing, the Client shall be responsible for obtaining all permissions, licences, consents and authorisations required for the performance of the Services.

6.3

The Client shall remain responsible at all times for the behaviour, supervision and welfare of any horse or other animal involved in the assignment.

6.4

Images by Merle places the welfare, safety and wellbeing of horses and other animals above the creation of any photograph or video. All Services shall be performed with respect for the animals involved, and no photograph or video shall be created at the expense of their welfare.

6.5

Images by Merle reserves the right to interrupt, postpone or terminate an assignment whenever, in its professional judgment, continuing the Services would compromise the welfare, health or safety of any animal or person present.

6.6

The Client shall ensure that all animals participating in the assignment are handled responsibly, safely and in accordance with all applicable animal welfare legislation and generally accepted standards of care.

6.7

Images by Merle shall never be required to photograph, film or otherwise participate in any situation that, in its professional judgment, may endanger the welfare of an animal, the safety of any person, or conflict with its professional or ethical standards.

6.8

Images by Merle reserves the right to refuse any request or instruction from the Client that, in its professional judgment, would compromise the welfare of an animal, the safety of any person, the quality of the Services, or the integrity of its work.

Article 7 – Performance, Editing and Delivery

7.1

Images by Merle shall perform the Services with reasonable care, skill and professionalism, taking into account the nature of the Agreement and the artistic character of the Services.

7.2

Unless expressly agreed otherwise in writing, Images by Merle retains full artistic and creative discretion with respect to the selection, composition, editing and presentation of the Works.

7.3

The Client acknowledges that the style, editing and visual presentation of the Works form an essential part of the artistic identity of Images by Merle. Requests for substantial alterations that are inconsistent with this artistic style may be declined.

7.4

Delivery times are estimates only and do not constitute strict deadlines, unless expressly agreed otherwise in writing. Images by Merle shall make reasonable efforts to deliver the Works within the agreed timeframe.

7.5

The Works shall be deemed delivered once the Client has received access to the online gallery, download link or other agreed method of delivery.

7.6

The Client is responsible for downloading and securely storing the delivered Works. Images by Merle has no obligation to archive, store or retain the Works after delivery.

7.7

RAW files, unedited images, project files and other source materials remain the exclusive property of Images by Merle and shall not be delivered unless expressly agreed otherwise in writing.

7.8

Minor deviations in colour, exposure, composition, framing or other artistic aspects shall not constitute a failure in the performance of the Agreement.

Article 8 – Copyright and Licence

8.1

Unless otherwise provided by mandatory law, all intellectual property rights, including copyright and neighbouring rights relating to the Works, shall remain vested exclusively in Images by Merle.

8.2

Upon full payment of all amounts due under the Agreement, the Client shall receive a non-exclusive, non-transferable licence to use the Works for the purposes agreed between the Parties.

8.3

Unless expressly agreed otherwise in writing, a licence granted to a Consumer is limited to personal, non-commercial use.

8.4

Any commercial use of the Works requires either a written licence or prior written permission from Images by Merle.

8.5

The Client shall not sell, sublicense, distribute, alter, manipulate or otherwise exploit the Works beyond the agreed licence without the prior written consent of Images by Merle.

8.6

The Client shall not remove, obscure or alter any watermark, copyright notice, metadata or other identifying information incorporated in or accompanying the Works without the prior written consent of Images by Merle.

8.7

Images by Merle reserves the right to claim appropriate compensation where the Works are used without permission or outside the scope of the agreed licence, without prejudice to any other rights or remedies available under applicable law.

8.8

The Client shall not use the Works for the purpose of training, developing or improving artificial intelligence models, machine learning systems or similar technologies, nor permit any third party to do so, without the prior written consent of Images by Merle.

8.9

The Client shall not use artificial intelligence or similar technologies to alter, manipulate or generate derivative versions of the Works in a manner that could reasonably affect the artistic integrity, authenticity or reputation of Images by Merle without the prior written consent of Images by Merle.

8.10

The Client shall, where reasonably possible, credit Images by Merle as the creator of the Works when publishing the Works, in accordance with Article 25(1)(a) of the Dutch Copyright Act (Auteurswet).

Article 9 – Portfolio and Publication

9.1

Images by Merle values the trust placed in it by its Clients. For privately commissioned Services, the Works shall only be published or otherwise used for its portfolio, website, social media channels, exhibitions, competitions or other promotional purposes with the Client's prior permission.

9.2

Works created during public events or other professional activities, whether commissioned by a Client or created independently by Images by Merle, including but not limited to race meetings, equestrian events, auctions, sales presentations, training sessions and other publicly accessible occasions, may be reproduced, published, displayed and otherwise used by Images by Merle for its portfolio, website, social media channels, editorial publications, marketing materials, exhibitions, competitions and other promotional, editorial or professional purposes.

9.3

Where photographs depict identifiable individuals, Images by Merle shall act in accordance with the right of portrayal (Articles 19-21 Dutch Copyright Act) and the General Data Protection Regulation (GDPR).

Article 10 – Complaints

10.1

The Client shall inspect the delivered Works promptly upon delivery and shall notify Images by Merle in writing of any complaints concerning the Services or the Works:

• for business Clients: within five (5) business days after delivery;
• for Consumers: within a reasonable period, and in any event within two (2) weeks after delivery, unless mandatory law provides otherwise.

10.2

Complaints submitted after the period referred to in Article 10.1 shall no longer be considered, unless the Client demonstrates that the complaint could not reasonably have been discovered earlier.

10.3

Submitting a complaint shall not suspend the Client's payment obligations.

10.4

Where Images by Merle determines, at its sole discretion, that a complaint is justified, Images by Merle may, at its sole discretion:

• remedy the defect within a reasonable period;
• replace the relevant Works, where reasonably possible; or
• grant an appropriate reduction of the agreed fee.

10.5

Complaints relating solely to artistic or creative choices, including but not limited to style, composition, editing, colour grading, lighting, cropping or other aesthetic aspects of the Works, shall not constitute valid grounds for a complaint.

Article 11 – Liability

11.1

Images by Merle shall perform the Services with reasonable care and skill. Except in cases of intent or wilful misconduct or gross negligence, any liability of Images by Merle shall be limited in accordance with this Article.

11.2

Images by Merle shall not be liable for any indirect or consequential damages, including but not limited to loss of profit, loss of revenue, loss of business opportunities, reputational damage or any other indirect loss.

11.3

Any liability of Images by Merle arising out of or in connection with the Agreement shall be limited to the total fees paid by the Client under the relevant Agreement.

11.4

Images by Merle shall not be liable for any loss, damage or delay resulting from circumstances beyond its reasonable control, provided that Images by Merle has exercised reasonable care in the performance of the Services and the safeguarding of the Works.

11.5

Nothing in these Terms and Conditions shall exclude or limit any liability that cannot be excluded or limited under applicable law.

11.6

The limitations in this Article shall not apply to Consumers insofar as mandatory consumer protection law provides otherwise.

Article 12 – Privacy

12.1

Images by Merle processes personal data in accordance with applicable privacy legislation, including the General Data Protection Regulation (GDPR), where applicable.

12.2

Personal data provided by the Client shall only be processed to the extent necessary for the conclusion and performance of the Agreement, the administration of Images by Merle and compliance with applicable legal obligations.

12.3

Further information regarding the processing of personal data, including the purposes of processing, retention periods and the rights of data subjects, is set out in the Privacy Policy of Images by Merle.

Article 13 – Force Majeure

13.1

Images by Merle shall not be liable for any failure or delay in the performance of the Services if such failure or delay results from circumstances beyond its reasonable control, including but not limited to illness, accidents, extreme weather conditions, government measures, technical failures, transport disruptions, strikes or other events constituting force majeure.

13.2

In the event of force majeure, Images by Merle shall be entitled to suspend the performance of the Agreement or, if performance has become permanently impossible or unreasonable, to terminate the Agreement in whole or in part without being liable for any damages.

13.3

Where reasonably possible, Images by Merle shall inform the Client of the force majeure situation as soon as practicable and consult with the Client regarding a reasonable alternative solution.

13.4

If the force majeure situation continues for more than sixty (60) days, either Party shall be entitled to terminate the Agreement without any obligation to pay damages.

Article 14 – Governing Law and Disputes

14.1

These Terms and Conditions and any Agreement between Images by Merle and the Client shall be governed exclusively by the laws of the Netherlands.

14.2

Any disputes arising out of or in connection with these Terms and Conditions or the Agreement shall be submitted to the competent court in the Netherlands, unless mandatory law provides otherwise.

Article 15 – Final Provisions

15.1

If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15.2

Any invalid or unenforceable provision shall be replaced by a valid provision that reflects the original purpose of the provision as closely as possible.

15.3

Images by Merle reserves the right to amend these Terms and Conditions. Any amended Terms and Conditions shall apply only to Agreements concluded after the amendments have entered into effect, unless mandatory law provides otherwise.

15.4

These Terms and Conditions, together with the applicable quotation or written Agreement, constitute the entire agreement between the Parties with respect to the Services and supersede all prior understandings relating thereto.