General Terms and Conditions
SBH IMAGES LIMITED LIABILITY CORPORATION
(headquarter: 2040 Budaörs, 14. Baross street, Trade Registry Number: 13-09-157437, Tax Number: 14285626-2-13, Statistical code:14285626-6391-113-13, Bank account number: 10700440-70275267-51100005, IBAN: HU11107004407027526751100005, Financial institution: CIB Bank Zrt., eligible for representation: András Sobel, Viktor Bedi, Péter Hajnal managing directors, manner of representation: self-sufficing trade registry entitlement, henceforth: Agency;
on the other hand the private individual or legal entity who registered legally as exploiter or author, henceforth: Exploiter or Author, in order to use the photo agency surface operated by the Eligible on the website www.glix.hu.
Present General Terms and Conditions (henceforth: “ÁSZF“) are available on the website of SBH Images Limited Liability Corporation and on www.glix.hu, in order to use the photo agency surface operated by the Eligible, legally registered private individuals or legal entities, as Exploiters or Authors, and the Act V. of 2013 on the Civil Code 6:77-81. § rules the legal relations between the Exploiters or Authors, as the Eligible – with the aim of entering into several contract with the Exploiters and Authors - settled these determined rules one-sided in advance, without other Parties‘ cooperation, and the Parties did not discuss the terms individually.
Terms included in present ÁSZF – in the absence of given period‘s disposition - have the undermentioned meanings:
Agency Surface: The photo agency surface available on the website www.glix.hu, which belongs exclusively to SBH Images Limited Liability Corporation, on which surface registered as Author one can sell their artworks, registered as Exploiter one can acquire license to use the artworks.
Artwork/Artworks: On the Agency Surface available all artworks, falling within the scope of Act LXXVI. of 1999. on Copyright (henceforth Sztv.), which Eligible receives from Authors, and which in regard with, Exploiter – according to the rules of the present ÁSZF – can receive user rights.
Exploiter: that natural or legal person who registered legally with the purpose of the Agency Surface‘s usage then received on the Surface user rights concerning the Artworks.
Author: that natural or legal person who makes Artwork/Artworks—within their interest—available for Eligible to publish on the Agency Surface and to let the user rights, with the purpose of sales.
Visitor:: that natural or legal person who uses the Agency Surface either after registration or without registration and is not considered as Exploiter or Author based on the rules determined in present ÁSZF.
Informtions box: on the Agency Surface at the given Artwork available data sheet containing relevant photo-information about the involved Artwork.
Purchase: through the Agency Surface Exploiter can initiate Purchase as placing the choosen Artworks to the Basket at the same time providing the necessary payment details to complete Purchase, and choosing the payment method.
Object of the agreement, Warranty acceptance
1.1 Agency declare that the Agency Surface belongs to their exclusive circle of stakeholders and to the operation‘s right.
1.2 Contracting parties state the fact that as part of the legal relationship created by present deed, by using the Agency Surface, Exploiter receives right concerning the Artwork or Artworks falling under the act of ÁSZF and Author provides right for the usage of the Artworks by the principles and rules detailed hereby.
1.3 Exploiter declare and guarantee that Exploiter is a capable natural person who acts on his own behalf and for himself, and is entitled to make legal declaration or natural person who acts in their representation on behalf of a lawfully registered economic corporation. In case of the private individual Exploiter who acts on their own behalf, the capability is restrained in any way or it is excluded, on their behalf only and exclusively the representative -according to Hungarian legislation- who was assigned for representation can make legal declaration – in case of these persons for the registration on the Agency Surface the representative‘s contribution and declaration is necessary, which the Agency accepts in case of these persons -without anticipatory investigation. Natural person who acts on behalf of and for the lawfully registered economic corporation declare and guarantee that the necessary authorization was given by the lead officer who represents the economic corporation for the usage of their right. Parties solidly record that Agency can not take responsibility for the damages caused by the violence of the warranty acceptance in given period, Exploiter shall take responsibility for these damages with independent and genial obligation for compensation.
1.4 Author declare and guarantee that Author is a capable natural person who acts on his own behalf and for himself, and is entitled to make legal declaration or natural person who acts in their representation on behalf of a lawfully registered economic corporation. In case of the private individual Exploiter who acts on their own behalf, the capability is restrained in any way or it is excluded, on their behalf only and exclusively the representative -according to Hungarian legislation- who was assigned for representation can make legal declaration – in case of these persons for the registration on the Agency Surface the representative‘s contribution and declaration is necessary, which the Agency accepts in case of these persons -without anticipatory investigation. Natural person who acts on behalf of and for the lawfully registered economic corporation declare and guarantee that the necessary authorization was given by the lead officer who represents the economic corporation for the usage of their right. Parties solidly record that Agency can not take responsibility for the damages caused by the violence of the warranty acceptance in given period, Author shall bear the responsibility of these damages with independent and genial obligation for compensation.
1.5 Author declares and guarantees furthermore that over Artworks - uploaded by him/her on the Agency Surface for Exploiters with the aim of usage – has the rights which allows him/her to provide Agency directly, Exploiter indirectly with user right, and guarantees that no third party has right or claim that could restrict or exclude usage. Eligible declares and guarantees that all necessary lisence, athority and contribution were received that is required for sales activity on Agency Surface. Author covenants to take responsibility for damages caused by violating warranty acceptance, mendacity or default determined in present period with independent and direct obligation for compensation.
1.6 Exploiter and Author accept the fact that the registration on the Agency Surface and the usage of the Agency Surface is qualified as full and unconditional acceptance of rules set in present deed.
1.7 Exploiter and Author declare and guarantee that the data provided during registration on the Agency Surface are real and actual, in case of any changes data must be updated without further delay. Exploiter takes independent and direct responsibility for damages caused by violating warranty acceptance.
1.8 Agency declares and guarantees that it is an economic corporation legally registered and working by Budapest Environs Regional Court as Court of Company Registration, who has all the necessary license, authorization and permission to provide services specified within the confines of present collaboration.
1.9 Agency‘s exclusive right is to change the content of the Agency Surface according to an independent from everything and autonomous decision any time. The Agency will publish these kind of necessary changes concerning the transformation, available for all Exploiters as a notice on the Agency Surface. The following usage of the Ageny Surface amount to accept the changes unconditionally and entirely.
The usage of the Agency Surface
The usage of the Agency Surface as an Exploiter:
2.1 Agency makes Agency Surface and its content available, from which surface Exploiter – after initial registration and acceptance of rules of the present agreement (1.4 period) – can download available Artworks with the aim of usage according to determined rules.
2.2 Parties record that the usage of the Agency Surface wont be charged separately. Additional costs caused by the usage of the Agency Surface (in particular but not excluding: Cost of the Internet Usage etc.) Exploiter must cover independently and directly.
2.3 Exploiter can download the Artworks from the online database available on the Agency Surface as digital file to his/her own applience. The digital file must meet the technical conditions determined unilaterally by the Agency.
2.4 The online database available on the Agency Surface contains the technical details of the given Artwork (resolution,size etc.).
2.5 Agency undertakes that all the Artworks uploaded on the Agency Surface will be examined to their best ability and the professional standards concerning that they are technically suitable for usage or not, Agency can not guarantee that all Artworks available on the Agency Surface are suitable for usage. In case the Artwork choosen by the Exploiter technically is not adequate for the chosen purpose, Agency returns the previously made payment to Exploiter in case all following conditions are granted: Exploiter complete, sign and send by post the standard form provided by Agency as a private document providing conclusive evidence, in which it is declared that Exploiter will never use neither the original Artworks or copies of the Artworks downloaded from the Agency Surface and proves it beyond reasonable doubt.
„Undersigned I declare that I am not going to use the original Artwork dowlnoaded from the agency surface available on the website www.glix.hu operated by SBH Images Kft. Or any copies of it in the future in any way. Present declaration I take direct responsibility for demands or damages caused by mendacity.
Individual identification of downloaded artworks
Name of witness1, address, signature …………………………………………………………
Name of witness2, address, signature …………………………………………………………
2.6 Agency guarantees that the Artworks are suitable for usage determined by Eligible, third party has no right or demand which excludes, restrict or make the usage impossible, henceforth third parties have given the permission and authorization for usage. Agency accept to indicate potential previously agreed and approved restrictions that can influence usage, next to Artworks in the information box, which must be considered by Exploiter. Exploiter takes independent and direct responsibilty for the damages caused by default of concidering the restrictions.
Usage of the Agency Surface as Athor
2.7 Agency makes the Agency Surface available, which surface Author – after previous registration and simultaneously accepting the rules of the present agreement (1.4 period) – can upload Artworks in Agency‘s interest and disposition for providing user right for Exploiters with the aim of accounting the resulted income between the Agency and the Author according to a commission scheme.
2.8 Parties record that Agency does not charge the usage of the Agency Surface separately, the additional costs (specially but not exclusively: cost of the usage of internet etc.) must be payed individually and directly by the Exploiter.
2.9 Author can upload the Artworks to the Agency Surface as digital files. The digital file must meet the technical conditions uniformly determined by the Agency.
2.10 Online database, available on the Agency Surface, includes the technical details (resolution, size etc.) of the given Artwork.
2.11 Author, by using the Agency Surface, strictly and irrevocably accepts the concept, structure and the operating principle of the commission scheme, based on the sales of the Artworks, and the commission levels. The principles determined in period 1.9 Author strictly accepts the Agency‘s unilateral, right for change concerning the commission scheme that is not required to be explained or to be notified about previously. Agency undertake to maximize the income resulted from the commission scheme for Author concerning the market standards and prices available on the market whilst elaborating on the commission scheme to their best professional ability.
2.12 Author is entitled to define the equivalent („Individual Price“) of the user right of the Artworks in Author’s interest and disposition while uploading to the Agency Surface. Author is entitled to define the Individual Price when uploading the Artworks when giving strict and irreversible permission to admit that the Agency has approval rights concerning the Individual Price. In case the Author is not willing to assert their right then Agency is entitled to define the equivalent of the user right of the Artworks („Agency Price“) according to a pricing method unilaterally determined by the Agency.
2.13 Author accepts the fact and gives permission to the Agency for the Artworks given to the Agency from Author’s interest and disposition – in the interest of the retail generating possibly the largest income in the widest spectrum- to provide to third parties in the interest of retail without concluding third parties causing personal proportionate harm for the rights of Author.
2.14 Author accepts the fact and gives permission for the Agency to use the Artworks in Author’s interest and disposition in Agency’s own scope of marketing activity (specially but not limited to: marketing, advertisement or promotional activity at online and offline surfaces)to raise income without causing personal disproportionate harm for the rights of Author.
2.15 Author must provide true information about the influence and restriction of the Artworks’ usage in Author’s interest and disposition which are necessary for the content of the information box determined in period 2.6. Author is responsible for all of the damages caused by violating this obligation or by the mendacity of provided data.
2.16 Author is entitled to withdraw the license for sales activity given to the Agency in order to use the Artworks in Author’s interest and disposition in certified mail and with return receipt or in electronic way. Author strictly understands that there is no and there can be no substantive effect on sales activity or on authorization of the Agency until the justified receipt of the brief about the withdrawal. Agency must confirm the receipt of the brief about the withdrawal and according provision – accordingly to the Author briefing, as a registered post or electronic mail – furthermore inform the Author about which are the ongoing usage and authorization until the receipt of the withdrawal statement confirmed by the Agency. The rules determined in present ÁSZF applies on these accounting also. Author can send the withdrawal statement to the addresses below: email@example.com, 2040 Budaörs, Baross street 14.)
Common rules regarding to the usage of the Artworks
3.1 Exploiter can provide the parameters of the usage concerning the usage of the Artworks – considering and complying entirely with the restrictions determined in present section – on the surface introduced for this reason on the Agency Surface. On this Surface can be found the previously settled tariff structure by Agency, the equivalent related to the usage can be calculated according to this – after choosing the usage methods, rights and licenses, adjusting to the characteristic of it . Agency strictly records, the involved accepts that the equivalent related to the usage can vary by the usage of Artworks based on different methods and rights.
3.2 Agency is entitled any time to monitor that the Exploiter uses the used Artworks according to the conditions settled in period 3.1. In case Exploiter uses the Artworks contrary to period 3.1 , Exploiter violates a substantial rule causing damage to the Agency. Agency, facing this behavior, – through the contact details provided whilst registering – calls Eligible to stop the unauthorized usage without delay, and restore the contractual conditions. In case the Exploiter does not stop the violating usage, the Agency is entitled for remuneration determined by the Agency Surface according to the method and time of usage.
3.3 Exploiter is not entitled for the following behaviors regarding to the usage of the Agency Surface and the chosen Artworks:
provide access to a third party to the profile which requires individual registration and to sell this profile to a third party;
exercise the rights ensured by present agreement and the usage of Agency Surface, by not complying with the authority regulations and the valid legal requirements abusively;
to provide any rights for a third party concerning the choosen Artworks, or to resell them;
to use the Artworks in a debatable, adverse, indecent way, or to violate or affront respectability, honesty, honour or rules of authority requirements.
to use any artworks from the Agency Surface which considered as having copyright (including the graphic components, scripts on the website etc.) without previous permission from the Agency.
further restrictions concerning the Artworks can be included in the information box determined in period 1.6.
3.4 Any further usage other than stated in period 3.1. can be performed legally only and exclusively with the permission of the Agency and after paying additional user fee
3.5 Exploiter must indicate Agency well visibly as source when using Artworks if the modality of the usage allows and it does not cause disproportionate, wanton effort. In case of violation of this obligation Agency is entitled for penalty, which applies per violence and per Artwork, based on the user price of the given Artwork, its measure is the 75 that is seventy-five percent of the user fee.
3.6 Agency is entitled to enforce damages and demands from even third parties against Exploiter, which occur from using Artworks by Exploiter. In case these kind of damages or demands are enforced by third parties from Exploiter. Exploiter has obligation as a guarantor by himself and Exploiter is not entitled for any compensation regarding to these.
3.7 Considering facts in period 1.2, Agency does not guarantee limitless disposability of all the Artworks on the Agency Surface for the usage of Exploiters. All the legal consequence and disadvantage caused by the usage Exploiter must take independently and directly.
3.8 In case of all damages or demands caused by the violence of legal relationship ruled by present ÁSZF, Agency‘s obligation is maximized as the user fee of the Artwork related to the damage.
3.9 Agency on the Agency Surface makes so called Comp files („Previews“) available to the Exploiters and Visitors. These Previews are for the purpose of view and plan, they can be downloaded for these purposes, however further usage can be conducted only and exclusively after previously agreeing legally with the Agency.
3.10 Visitors must completely comply with the regulations determined in present ÁSZF when visiting the Agency Surface.
Validity of agreement; Terminating alternatives
4.1 Present ÁSZF shall apply for Exploiter and Author from the day of registration on the Agency Surface.
4.2 Usage of the Agency Surface shall be governed by present ÁSZF and the rules of the amendment determined in period 1.9.
4.3. In case of serious breach of contract all Parties have the right to terminate immediately the legal relationship established with present ÁSZF, in case Eligible Party warned the breaching Party in writing with appropriate deadline to restore the contractual conditions but the breaching Party did not repair the breach within the deadline. Not complying with the determined in section 1. 2. and 3. is considered as serious breach of contract.
4.4 Both of the individual Explioter and the individual Author as a customer can denounce the present legal relation after the initiation of the Agencys fulfillment, without any necessary justification, with 14 calendar days termination period based regarding to the rules of the 45/2014. (II.25.) „Regulation of the Goverment about the Detailed regulations of the contracts between customers and ventures”. The termination period shall terminate after 14 days of the day of the contracting. The person who terminates the present legal relation is obliged to send a written univoque termination notice to the Agencys registered office determined in the present ÁSZF. The Agency shall reimburse the full remuneration within 14 calendar days counting of the receipt of the termination notice. The Agency is obliged to apply the original payment method unless the person who terminates the present legal relation contributes to another payment method. In case the person who terminates the present legal relation requested the Agencys fulfillment within the termination period it is obliged to compenzate all necessary emerging cost to the Agency for the performed proportionate services. Related to this rule the Agency is obliged to reimburse all of the remuneration which is exceed the value of the performed proportionate services. The formula of the termination notice is assured by the Agency.
Termination declaration sheet
(to be completed, signed and sent back only in case of hvaing the attention to terminate the contract)
Addressed: SBH Images Kft., 2040 Budaörs, Baross köz 14.
Undersigned I declare that I exercise my termination right concerning the agreement about the given service.
Date of contracting:……………………………………………………………..
Name of involved:…………………………………………………………………………
Address of involved:………………………………………………………………………….
Signature of involved:………………………………………………………………………
4.5 Parties must account with each other concerning the already performed services in case of termination of the agreement with any reason, Parties‘ obligations towards each other will now terminate mutually with this accounting.
Measurement, due date of fee, rules of accounting
5.1 Agency is entitled for user fee from Exploiter for using the choosen Artwork, whilst Author is entitled for commission regarding the sales of the Artwork delegated from Author’s interest and disposition.
5.2 The amount of fee is counted as the fees of Artworks indicated on the Agency Surface, whilst the commission of the Author is counted according to the commission scheme assigned by the Agency.
5.3 Concerning the Exploiter: in case of online payments (online payment with cards, or bank transfer payment) Agency is not responsible for any arising additional fees which are depends on the chosen payment method or on the bank issued the card (specially but not limited to rate of exchange, other fees). Exploiter is responsible for the consequences of the chosen payment method. Agency issues a receipt in case of those Purchases, where Exploiter chooses bank transfer payment or online payment. Exploiter must complete the Purchase with paying the fee stated on the receipt within the deadline with the chosen payment method. In case this did not happen until the deadline indicated on the receipt, Agency is entitled to cancel the Purchase. Referring to this, Exploiter can not enforce demand of compensation against the Agency. The fee, the payment method and the payment deadline is indicated in case of all Purchases.
5.4 Concerning the Author: Accounting is related to the Author‘s registered profile on the Agency Surface, based on the committed amount of value
according to the user methods of Artworks, in the interest and disposition of the Author, sold in given month, accordingly Author issues an invoice until the 10th of the month following the month concerned, based on the previous disclosure of information and accounting of Agency.
Parties agree on Agency covering the payment within 30 days countingof the receipt of the Author’s invoice.
5.5 In case of delay of the payment Agency and Author is entitled for interest for default by the act of the year 2013. enactment V. 6:155. § (1) on the Civil Code, and collection flat rate by enactment 6:155. § (2).
5.6 Parties agree that Agency must refund the payment only and exclusively in case Exploiter proves without doubts that the chosen Artworks are faulty or were damaged while downloading them, which prevent Eligible from using them or restrict usage seriously.
5.7 Agency provides possibility on the Agency Surface for cash payment, bank card payment and online payment with card, by the following rules:
Bank card payment: sending the purchase order there is available immediate payment option with card through the website(wich appears automatically when closing the purchase) of Borgun hf. ( Headquaters:Ármúli 30. 108 Rykjavik, Iceland) which is protected by encryption. Here it is necessary to provide the essential details (name, type of card, date of expiry, identity number) and to approve the transaction. In case of a payment with card, the Exploiter receives the access to download the purchesed file within minutes. The following cards can be used: VISA, VISA Electron, EC/MC (Eurocard/Mastercard) (It is necessary to complete the transaction that the Exploiter ‘s managing financial institution supports the online payment by the cards above.) Payment method occurs on another portal than Agency Surface, related information concerning usage, data management etc. shall be governed by the rules of the given website, and Concerned must seek for information about these rules.
Bank transfer payment: Bank transfer payment means precursory payment: Exploiter transfer the amount of fee to the account of the Agency, invoice number is: 10700440-70275267-51100005, IBAN: HU11107004407027526751100005 after receiving the confirmation of the purchase order. Photo agency provides access to downloading the ordered images after the amount of fee was entered to their credit. Image agency issues an invoice with VAT which was not made by framework agreement. Payment method occurs on another portal than Agency Surface, related information concerning usage, data management etc. shall be governed by the rules of the given website, and concerned must seek for information about these rules.
Cash payment: On working days Agency makes cash payment with invoice available at its headquarters within general administration period between 9 am and 6 pm.
5.8 Agency does not require any deposit or other further financial guarantee for insuring its services from Authors neither from Customer.
6.1 Contracting Parties agree concordantly that it counts as confidential business information concerning engagement contract specially: business data of the Agency and of the Agency Surface; furthermore keeping those data and information in private which is in the acknowledged interest of the Agency.
6.2 Eligible definitely admits that information forming confidential business information by period 4.1 are under Common Law and Criminal Code protection. Accordingly takes responsibility for keeping information and confidential business information gained from the agreement confidential, for not providing them to any third parties for any kind of reasons (not including the obligation of data provision determined in legislation or in Court Judgment). Obligation of confidentiality remains, irrespectively of the repeal of present agreement.
6.3 Agency completes its duties, about handling, processing the Exploiter and Authorial data which present deed necessitate, independently, accordingly to the rules of Act CXII of 2011 on Informational Self-determination and Freedom of Information, in what concerns provides individual Data Management Rules on the Agency Surface.
Broad miscellaneous provisions
7.1 Parties must act by good faith and fair practice when performing their duties resulted from present ÁSZF.
7.2 In case present deed does not lay other requirements, Parties must act as it is required generally in given situation by the Civil Code 1:4 § (1) when exercising rights and meeting the requirements resulted from present agreement.
7.3 Parties are at each other’s disposal on the following contact details in the interest of contractual delivery and quick and effective communication:
Agency is at the Exploiters’ and Authors’ disposal on the following contact details in working hours between 9 am and 6 pm:
Email address: …………………………………………………...
Agency informs Exploiters and Authors that they are not going to be charged at premium rate for these calls.
Eligible and Author can be contacted on the contact details provided when they registered.
Parties must inform each other without delay about any changes regarding to the contact persons. Offender shall be responsible for the damages caused by offending these obligations.
7.4 Implied warranty: In case of the Agency’s default, Author and Exploiter can make claim of implied warranty against the Agency according to the rules of the Civil Code.
Within this right considered can ask for correction or exchange, except that fulfilment of this would be impossible or the additional costs of this would be disproportionately high. In case the considered did not ask for these or could not have asked for these, then considered can claim proportionate discount of the consideration or Agency can repair the defect on its own costs, furthermore considered can cancel the agreement as a last resort.
Considered must reveal the defect without delay, but no later than 2 months after discovering it. Claim of implied warranty can not be made after 2 years of forfeiture deadline counted from the fulfillment of the contract.
Guarantee, product warranty: Agency is not obliged to undertake guarantee or product warranty based on the provided service.
Concerned individual qualified as Author or Exploiter is entitled for turning to the Conciliation Board with the aim of out of court dispute resolution – especially for experiment of settling a suit, in case of inefficiency of this for quick, effective and low-cost access of consumers to justice-.Competent authority for the procedure is the Conciliation Board according to the address or the place of abode of the concerned, in case lack of this according to the Agency’s headquater .For the procedure – by the request of the concerned - instead of the competent authority by the above, the authority marked in the request is authorized.
7.5 Agency does not have a Code of Conduct by the Act on the Prohibition of Unfair Business Practice against the Customers.
7.6 Parties shall solve all conflicts resulted from present Agreement in a peaceful way with negotiation. In case there is no result of peaceful act and negotiation, then Parties seek for legal remedy by general rules in front of a court with the relevant authority and jurisdiction.
7.7 Questions not determined or determined in no other way in present agreement shall be governed by Hungarian legislation, and the current Civil Code, as well as other valid, relevant legislation.
8.1 Contracting parties record that they have all the necessary license and authorization that are necessary to accept facts determined in present deed, to excercise the determined rights, to meet obligations.
8.2 Contracting Parties the present agreement – having read and mutual interpreted – hereto have accepted it as a proof of their willing consent thereto stating that signed copies were not made, Parties accept their agreement as valid contract of legal force with the registration of Exploiter and Author.