Article 1 – Definitions

1.1. In these general terms and conditions, Alèna Photography, established in Aruba and registered with the  Chamber of Commerce under number H59700.0, is hereinafter referred to as the “Photographer”. 
1.2. In these general terms and conditions, the counterparty of the Photographer is hereinafter referred to as the “Client”.
1.3. The term “Agreement” refers to the agreement for services under which the Photographer, in return for payment, takes, edits and/or selects photographs for and/or of the Client, or offers products or an online course.

Article 2 – Applicability

2.1. These general terms and conditions apply to all quotations, agreements, resulting services and invoices issued by the Photographer.
2.2. These general terms and conditions also apply to third parties, such as second shooters, engaged by the Photographer to perform the Agreement.
2.3. The Photographer reserves the right to unilaterally amend these general terms and conditions. In such event, the Photographer will provide the Client with the new general terms and conditions, whereby the most recently provided version shall apply. If the new version contains substantial changes that are detrimental to the Client, the Client shall have the right to terminate the Agreement.
2.4. Any general terms and conditions of the Client are expressly rejected.
2.5. If one or more provisions of these general terms and conditions are wholly or partially null and void or are annulled, the remaining provisions shall remain fully applicable.

Article 3 – Offer

3.1. The Photographer cannot be held to any part of an offer if the Client could reasonably have understood that the offer contained an obvious mistake or typographical error. 
3.2. An offer made by the Photographer does not apply to any subsequent assignments.

Article 4 – Rates and Payments

4.1. An Agreement is entered into for a fixed period, unless otherwise agreed.
4.2. The prices stated in the Agreement are based on a fixed starting rate and include VAT for private Clients, but exclude any additional costs, such as travel and parking expenses, unless otherwise agreed. For business Clients, prices are stated excluding VAT.
4.3. The Photographer is entitled to request a deposit or full payment in advance. If the parties agree on a deposit, the date of the photoshoot will only be confirmed once the Photographer has received the full deposit from the Client. The final edited photographs, as well as photographic products, will only be delivered once full payment of the agreed amount has been received.
4.4. For the purchase of physical products, the Photographer may offer the option of paying all or part of the purchase price afterwards. If the Client chooses this option, ownership of the products shall only transfer to the Client after full payment has been received.
4.5. The prices communicated by the Photographer when entering into the Agreement are based on the price level applicable at that time. If circumstances give reason to do so, the Photographer has the right to adjust these prices. If prices are increased within three months and the Client is a private individual, the Client has the right to terminate the Agreement.
4.6. After completion of the services, a final calculation may be made if more hours have been spent performing the Agreement.
4.7. Invoices must be paid within 14 calendar days of the invoice date, unless otherwise agreed, a different payment period is stated on the invoice, or the services are required to commence earlier. 
4.8. After a formal notice of default has been sent, the Client shall be legally in default if the Client fails to meet its payment obligations within the specified payment period. From the moment the Client is in default until the invoice has been paid in full, the Client shall owe statutory interest.
4.9. If the Client is in default or fails to fulfil its obligations, all reasonable costs incurred by the Photographer to collect the outstanding amount shall be borne by the Client.
4.10. If the Client is in liquidation, declared bankrupt or granted a suspension of payments, all claims held by the Photographer against the Client shall become immediately due and payable. Any licences granted shall also immediately expire in such event.

Article 5 – Provision of Information

5.1. The Client must provide the Photographer with all information required to perform the Agreement in a timely manner.
5.2. The Client guarantees the accuracy, completeness and reliability of the information provided. This also applies to information provided by third parties.
5.3. The Photographer shall treat the Client’s information confidentially.
5.4. If the Client provides incorrect information or fails to provide information in a timely manner, resulting in the Agreement being unable to be performed, being only partially performed, or being delayed, any additional costs arising as a result shall be borne by the Client.
5.5. The Client indemnifies the Photographer against any damage arising from failure to comply with the obligations set out in this article.

Article 6 – Performance of the Agreement

6.1. The Photographer shall work entirely according to her creative freedom and shall perform the Agreement to the best of her knowledge and ability. Where reasonably possible, the Photographer shall take the Client’s wishes and information provided by the Client into account. However, the Client cannot hold the Photographer responsible for failing to achieve the desired result.
6.2. The Client is expected to be familiar with the Photographer’s standard photography and editing style.
6.3. The Photographer reserves the right to have the agreed services performed by third parties. For example, the Photographer may engage a second shooter.
6.4. The Photographer cannot guarantee that every moment during a photoshoot will be captured.
6.5. The Client shall ensure that circumstances are as favourable as reasonably possible for the Photographer during the performance of the services.
6.6. If the Photographer experiences interference during the services, for example because the Client has also hired another photographer or videographer, the Photographer shall not be liable for reduced results as a consequence thereof.
6.7. If the Client is dissatisfied with the photographs due to factors that were reasonably foreseeable in advance, this shall not constitute grounds for repeating the photoshoot free of charge. Examples of foreseeable factors include the Client’s choice of clothing, visible weather conditions or the editing of the photographs.
6.8. If the Client arrives later than the agreed time at the agreed location, the corresponding time shall be forfeited.
6.9. The Client is solely responsible for applying and following any advice provided by the Photographer during the performance of the services.
6.10. The Photographer shall not perform assignments that are contrary to the law or incompatible with her professional standards.

Article 7 – Amendments and Cancellation

7.1. If, during the performance of the Agreement, it becomes apparent that it is necessary to amend or supplement the services to be performed, the parties shall adjust the Agreement in a timely manner and by mutual agreement. If such amendment or supplement results in additional costs, a change in quality or an impact on the completion date, the Photographer shall inform the Client accordingly.
7.2. If new facts or circumstances arise that cause a disruption of the relationship of trust between the parties, the Photographer shall be entitled to terminate the Agreement. In such case, the Photographer shall not owe the Client any compensation.
7.3. If the Photographer is unexpectedly unable to perform the Agreement, she shall inform the Client as soon as possible. The parties shall attempt to reschedule the photoshoot by mutual agreement. If rescheduling is not possible, the Photographer shall attempt to arrange an equivalent replacement. If a replacement is only required for the photoshoot itself, the replacement photographer shall only take the photographs. The Photographer shall subsequently edit the content in her own style, unless otherwise agreed. If replacement is not possible or not desired, the Client shall be entitled to terminate the Agreement. If the Client exercises this right, the payment obligation for the part of the Agreement that has not yet been performed shall lapse. However, the Client shall not be entitled to claim additional compensation.
7.4. The Photographer may interrupt, reschedule or cancel a photoshoot in the event of unforeseen circumstances. Such circumstances include, among other things, illness, extreme weather conditions or circumstances relating to materials necessary for the proper performance of the photoshoot or Agreement.
7.5. If the Client wishes to cancel the Agreement, the Client must do so in writing. If the Agreement was concluded remotely, the Client may terminate it free of charge within 14 calendar days of concluding the Agreement. If the services are to take place within the 14-calendar-day period, or if the Client is a business, this right of withdrawal does not apply.
7.6. If the Client wishes to cancel the Agreement, the Photographer is entitled to charge a cancellation fee based on the following provisions, unless otherwise agreed:
a. In the event of cancellation within 48 hours prior to the photoshoot, 50% of the agreed amount shall become due and payable.
7.7. If the Client requests to reschedule the photoshoot, any costs associated with rescheduling shall be charged to the Client. The Photographer has the right to periodically adjust her rates and shall charge the rates applicable at the time the services are performed.
7.8. When purchasing digital products, including presets, access to the product is provided immediately. The purchase is therefore excluded from the statutory right of withdrawal, meaning that the Client is not entitled to cancel the purchase free of charge.

Article 8 – Right of Withdrawal for Products

8.1. The Client has a cooling-off period of 14 calendar days during which a purchase of physical products may be cancelled. The Photographer has the right to ask the Client for the reason for withdrawal, but the Client is not obliged to provide a reason.
8.2. The cooling-off period referred to in the previous paragraph starts on the day after the Client has received the product or the final part of a partial delivery.
8.3. If products, by their nature, fall under one of the statutory exceptions to the right of withdrawal, such as digital products for which immediate access is provided, this will be stated in the product description.
8.4. The right of withdrawal does not apply to business-to-business agreements.

Article 9 – Obligations upon Withdrawal

9.1. During the cooling-off period, the Client must handle the product and packaging with due care. The product may only be inspected to the extent permitted in a physical shop.
9.2. Any reduction in the value of the product resulting from handling it contrary to paragraph 1 shall be borne by the Client.
9.3. After receiving notification of withdrawal, the Photographer shall send the Client a confirmation of receipt.
9.4. The Photographer shall refund the Client’s payments within 14 days after the Client has notified the Photographer of the withdrawal.

Article 10 – Exercise of the Right of Withdrawal

10.1. The Client must notify the Photographer in writing and within the cooling-off period that the Client wishes to exercise the right of withdrawal.
10.2. Within 14 days after the notification referred to in paragraph 1 of this article, the Client shall return the product, where possible in its original condition and packaging.
10.3. The burden of proof regarding the correct and timely exercise of the right of withdrawal lies with the Client. The Client must be able to provide proof of shipment to the Photographer.
10.4. The costs of returning the product shall be borne by the Client.

Article 11 – Workshops

11.1. The Photographer reserves the right to change the dates and location of a workshop. If the location or date is changed by the Photographer, the Client has the right to cancel or register free of charge for a workshop at a later date.
11.2. If a workshop cannot take place offline due to circumstances beyond the Photographer’s control, the Photographer is entitled to provide the workshop online. This does not entitle the Client to a refund, unless otherwise agreed.
11.3. If the Client is unexpectedly unable to attend a workshop, the Client is entitled to resell the proof of purchase, provided that the new details are communicated to the Photographer in a timely manner and the proof of purchase is not resold for a higher price than the original purchase price.
11.4. If the Client has not resold the proof of purchase but nevertheless wishes to cancel participation, the Photographer is entitled to charge the costs already incurred and the hours already worked.
11.5. It is not permitted to make audio or video recordings during the workshop unless expressly agreed otherwise.
11.6. The Photographer reserves the right to exclude participants whose behaviour obstructs or interferes with the workshop from further participation in the relevant workshop or future workshops. Such exclusion does not affect the obligation to pay the costs of the relevant workshop.

Article 12 – Online Course

12.1. Access to an online course will be provided after the Client has paid the amount due for the online course.
12.2. If all content is made available in full at once, the online course is excluded from the right of withdrawal, meaning that the Client cannot cancel the purchase and receive a refund. If the content is made available in stages, the amount paid shall be settled proportionally in the event of interim cancellation, unless the Agreement is entered into on a B2B basis, in which case the full payment obligation remains in effect.
12.3. As access to the online course is provided through a third-party platform, the Photographer cannot guarantee that the online course will be available at all times and in all locations.
12.4. The information provided during the period of access to the online course remains the property of the Photographer. The Photographer shall inform the Client in a timely manner of the date until which the content will remain available. The Client is responsible for viewing the material in time and, where the option is provided, saving it.
12.5. The Client is solely responsible for applying and following up on the knowledge acquired through the online course, including any consequences thereof.
12.6. The Client is not permitted to provide third parties with login details for the online course.
12.7. The Client obtains a limited and personal right to use the content of the online course for personal purposes. The content is intended to inspire, not to be copied. The Client is not permitted to create a similar offering within 12 months after completing the course content.
12.8. The Photographer reserves the right to exclude participants who misuse the online course or its content, harass other participants or otherwise display undesirable behaviour from further access to the online course. The Photographer also has this right of exclusion if such facts become known before the Client has obtained access to the online course. Exclusion does not affect the obligation to pay the costs of the online course.
12.9. Screenshots of an online course are permitted. Screenshots may be shared to a limited extent. In such cases, the Client is required to mention the Photographer’s name.
12.10. The Photographer is entitled to expand, restrict or modify the content of the online course.
12.11. During access to the online course, participants may communicate with one another. The Client agrees not to send spam or otherwise unwanted communications. Conduct contrary to these terms may result in immediate denial of access to and use of the Photographer’s services.
12.12. The Photographer is entitled at all times to remove communications or other parts of shared information without further notice if the content of such communication or information justifies its removal.

Article 13 – Force Majeure

13.1. In addition to the circumstances defined by law, force majeure shall mean any circumstances that prevent performance of the Agreement and which cannot reasonably be influenced by either the Client or the Photographer. Examples of force majeure include hospitalisation, accidents, fire, a pandemic, an epidemic or government measures. This list is not exhaustive.
13.2. If the Client is a private individual and force majeure or other circumstances prevent the Agreement from being performed, the obligations shall be suspended for as long as the parties are unable to fulfil them. In such case, the parties shall seek an appropriate solution. Both the Client and the Photographer shall have the right to terminate the Agreement, without an obligation to reverse any performance, if no suitable solution can be found. Costs incurred up to that point and hours worked shall become immediately due and payable.
13.3. If the Client is a business and force majeure or other circumstances prevent the Agreement from being completed or further performed, performance of the Agreement shall be rescheduled. The payment obligation shall remain in effect unless otherwise agreed.
13.4. If the Client wishes to reschedule the services due to a pandemic or epidemic, despite the fact that government measures do not prevent the services from taking place, whether in an adjusted form or otherwise, the Photographer has the right to charge the associated costs to the Client.

Article 14 – Liability

14.1. The Photographer shall not be liable for damage arising from the Agreement, unless such damage was caused intentionally or through gross negligence.
14.2. The Photographer shall not be responsible for damage resulting from services performed on the basis of incorrect or incomplete information provided by or on behalf of the Client.
14.3. The Photographer shall not be liable for acts or omissions of third parties or suppliers.
14.4. The Photographer shall not be liable for weather conditions visible in the photographs. A photoshoot shall only be rescheduled in the event of extreme weather conditions. The Photographer shall determine whether weather conditions are considered extreme.
14.5. The Photographer shall not be liable for theft of personal belongings during the photoshoot.
14.6. The Photographer shall not be responsible for colour differences displayed on non-calibrated screens and shall not be liable for prints of photographs produced by another party.
14.7. The Client is responsible for obtaining permission to conduct the photoshoot at a particular location, unless otherwise agreed.
14.8. If other people will be present at the location, the Client is responsible for obtaining their permission to photograph them.
14.9. The Client is responsible for making a backup of the content as soon as it has been delivered by the Photographer.
14.10. The Client is solely responsible for applying and following any advice provided by the Photographer during the performance of the Agreement.
14.11. If the Client causes damage to equipment made available by the Photographer for the performance of the Agreement, the Client shall be required to reimburse the assessed value of such equipment.
14.12. If the Photographer is liable for compensation for direct damage, such compensation shall not exceed twice the price agreed in the Agreement, unless the principles of reasonableness and fairness require otherwise.
14.13. The Client indemnifies the Photographer against any claims by third parties arising from services performed or to be performed by the Photographer.

Article 15 – Intellectual Property

15.1. All content created by the Photographer, advice provided and other materials made available are subject to intellectual property rights, which remain vested in the Photographer. The Client is not permitted to reproduce, publish, sell, make publicly available or provide such content to third parties outside the scope of the granted licence, unless otherwise agreed.
15.2. Taking a print screen or screenshot of unedited images displayed on the Photographer’s Instagram page or website and using such images shall also constitute reproduction and publication of content and is not permitted.
15.3. The Client is not entitled to use the content outside the agreed purposes. If the Client wishes to use the content for purposes other than those agreed, the Client must request permission and enter into an additional agreement. The Photographer is entitled to charge an additional fee in such case.
15.4. If third parties wish to share the content through their own channels, permission must be obtained from the Photographer and the Photographer’s name must be mentioned, unless otherwise agreed.
15.5. The content may not be submitted to competitions unless otherwise agreed.
15.6. The Client is not permitted to make changes to the content. This also includes applying Instagram filters, adding text to a photograph or adjusting lighting and colour.
15.7. If the Client acts in violation of the provisions of this article, this shall be regarded as an infringement of the Photographer’s intellectual property rights. Such infringement shall result in an immediately payable fee equal to three times the customary licence fee, without prejudice to the Photographer’s right to claim compensation for any other damage suffered. The fee shall be communicated to the Client by means of a formal demand letter.
15.8. The Photographer may use content created in performance of the Agreement for her portfolio.
a. If no personal data is visible, the Photographer may include the content in her portfolio unless the Client objects and communicates such objection to the Photographer in writing in advance.
b. If personal data is visible in the content, the Photographer shall request the Client’s permission in advance before including the content in her portfolio. A consent form shall be used for this purpose.

Article 16 – Special Provisions

16.1. Both parties are obliged to maintain confidentiality regarding all confidential information obtained in connection with the Agreement. Information shall be considered confidential if this has been communicated or follows from the nature of the information provided.
16.2. If the Photographer is required to be present for half a day or longer for a photoshoot or report, the Client shall, in consultation with the Photographer, arrange appropriate facilities for the Photographer.
16.3. The Photographer is entitled to cancel a photoshoot in the event of sexual harassment, bullying or other unwanted behaviour by the Client or other persons present. If the Photographer cancels the photoshoot on the basis of this provision, the Photographer shall not be obliged to refund the agreed price.

Article 17 – Delivery

17.1. The Photographer shall deliver the agreed content as soon as reasonably possible, taking into account the estimated delivery period agreed upon. The Client shall receive the photographs digitally in high resolution. The Photographer shall provide the photographs through an online gallery, from which the Client can download the photographs.
17.2. No rights may be derived from the estimated delivery period.
17.3. The creation and editing of photographs shall be carried out according to the Photographer’s own judgement, standards and style. The Client confirms that they are familiar with the Photographer’s photography and editing style. If the Client has additional requests, these shall constitute additional work and will be charged by the Photographer.
17.4. The Photographer is not obliged to provide unedited RAW content.
17.5. The Photographer shall make an initial selection of the photographs to be delivered. The Client must then make their selection within 6 months. If the Client does not communicate their selection within 6 months, the Photographer shall be entitled to charge additional costs for the editing.
17.6. Photograph editing includes adjustments to lighting, colour and contrast. In some cases, the Photographer may also retouch photographs. Alterations to the face or body or removal of objects are not included. If the Client wishes to have such editing performed, this shall be charged as additional work.
17.7. The Client is responsible for making a backup of the content as soon as it has been delivered by the Photographer.
17.8. The Photographer only delivers physical products within the Netherlands and Belgium, unless expressly agreed otherwise.
17.9. The Photographer aims to dispatch accepted orders within 2 business days, unless a longer period has been agreed or a product is out of stock.
17.10. If delivery is delayed, the Client shall be informed as soon as possible. If the shipment takes longer than the agreed date and the parties cannot jointly agree on a new delivery date, the Client shall have the right to terminate the Agreement without costs. The Photographer shall refund the amount paid by the Client within 14 calendar days after termination.

Article 18 – Gift Vouchers

18.1. Gift vouchers must be paid for before they are issued.
18.2. A gift voucher is valid for two years. After this period, the value of the gift voucher expires.
18.3. When redeeming a gift voucher, the prices applicable at the time of redemption shall apply.
18.4. If, upon redemption of a gift voucher, the value of the photoshoot is lower than the value of the gift voucher, the remaining amount will not be paid in cash. A gift voucher must therefore be redeemed in full in a single transaction.
18.5. Gift vouchers cannot be returned if they are ordered in a specific name or purchased physically. An unused gift voucher cannot be exchanged for cash.

Article 19 – Complaints

19.1. If the Client has a complaint, the Client must notify the Photographer of the complaint in writing, including reasons, within 2 calendar months after the complaint arose. The Photographer shall respond in writing within 10 calendar days after receiving the complaint. If the parties have entered into a business-to-business Agreement, a complaint period of 4 calendar weeks after the complaint arose shall apply.
19.2. If the Client has a complaint during the photoshoot, for example when viewing previews on the camera, the Client must immediately notify the Photographer so that the Photographer has the opportunity to remedy the complaint at that time.
19.3. If a complaint that arose during the photoshoot is submitted at a later stage, or if the Client submits another complaint after the 2-calendar-month period, the Photographer shall not be obliged to process the complaint or shall be entitled to charge additional costs for handling the complaint. The same applies to the 4-calendar-week complaint period applicable to business-to-business agreements.
19.4. The Photographer must be given the opportunity to remedy the defect to which the complaint relates.
19.5. Submitting a complaint does not suspend the Client’s payment obligation.
19.6. If the packaging of a delivered product has been opened or damaged, the Client must have the delivery person record this before accepting the product.

Article 20 – Dispute Resolution

20.1. These general terms and conditions are governed by Dutch law.
20.2. If a dispute arises between the parties, they shall first attempt to resolve the dispute by mutual consultation. The parties shall only resort to court proceedings if this is unsuccessful.
20.3. Disputes between the parties shall be submitted to the competent court in the district in which the Photographer is established, unless mandatory law provides otherwise.
20.4. Notwithstanding the statutory limitation periods, the limitation period for all claims and defences against the Photographer and involved third parties shall be 12 months.