Supplier–Licensee agreement model · Revised 13 October 2026
1.1 These Business-to-Business Distribution and Ordering Terms (the “Distribution Terms”) govern the ordering, administrative fulfilment, invoicing, payment collection and customer support services provided by Imageselect SARL-S (“Imageselect”) to professional customers (“Customer”). They are separate from the licence governing use of the image, footage or other content (“Content”).
1.2 The relevant image agency, photographer or other supplier identified for the licensed Content (the “Supplier”) is the licensor and contractual party to the end-user licence agreement (the “Supplier Licence”). The Customer or designated end user (the “Licensee”) is the licensee. The Supplier and Licensee—not Imageselect—are the contracting parties to the Supplier Licence.
1.3 Imageselect acts solely as an authorised distributor and, only within the authority conferred by the relevant Supplier, facilitates the offering, delivery and administration of the Supplier Licence in the name and on behalf of that Supplier. Imageselect does not grant any independent copyright licence, assume ownership of Content, or become a party to the Supplier Licence merely by performing those services.
1.4 Imageselect may nevertheless contract with the Customer in its own name for ordering, invoicing, collection, account administration and associated distribution services under these Distribution Terms. Nothing in these Terms excludes Imageselect’s own mandatory legal obligations or liability for its own acts or omissions.
2.1 Each item of Content is supplied under the specific Supplier Licence identified to the Customer before the order is finalised. The Supplier name, applicable licence text or durable link/version, permitted usage, restrictions and relevant Content references must be shown or made accessible as part of the ordering process.
2.2 The scope of licensed rights, permitted uses, duration, territory, exclusivity, sublicensing, editorial restrictions, credits, releases, intellectual-property warranties, infringement remedies and licence termination are governed exclusively by the applicable Supplier Licence and any usage rights or restrictions expressly agreed for that item by the Supplier through its authorised distributor.
2.3 Where the Supplier Licence conflicts with these Distribution Terms on any matter concerning the grant or use of Content, the Supplier Licence prevails. These Distribution Terms prevail only in relation to Imageselect’s distinct administrative, payment and account services, unless otherwise agreed in writing.
2.4 A purchase order, quotation or invoice identifies commercial details and any usage specifications accepted on behalf of the Supplier; it does not enlarge the Supplier’s licence rights or override mandatory Supplier restrictions. An order-specific departure from a Supplier Licence is effective only if authorised by the Supplier.
2.5 The version of the Supplier Licence presented and accepted for an order governs that order. Later changes do not operate retroactively unless validly agreed by the Supplier and Licensee or required by law.
3.1 These Distribution Terms are intended exclusively for business or professional customers. A person ordering on behalf of an organisation represents that they are authorised to do so.
3.2 Before obtaining Content, the Customer must have an opportunity to review and accept the identified Supplier Licence and these Distribution Terms. Imageselect should retain evidence of the version, time, order, Supplier identity and acceptance. Mere availability of a link does not by itself prove acceptance.
3.3 An order accepted by Imageselect as authorised distributor constitutes an order for a Supplier Licence from the relevant Supplier, subject to confirmation of rights availability, any stated restrictions and the Supplier’s authorisation. Imageselect may refuse or suspend fulfilment where the requested rights are unavailable or unlawful.
3.4 If an agency or intermediary orders for a client, the actual Licensee must be identified where required by the Supplier Licence. Any onward transfer or sublicense is permitted only to the extent expressly allowed by that licence.
4.1 The Supplier, and not Imageselect, grants the usage rights described in the applicable Supplier Licence. Content may be used only within those rights and all Content-specific restrictions communicated before or at licensing.
4.2 No general worldwide, perpetual, royalty-free, editorial or other right arises merely because Content is delivered through Imageselect. Those rights exist only where the relevant Supplier Licence expressly grants them.
4.3 Cropping, manipulation, credits, metadata retention, use of Content depicting people, property, artworks or trademarks, and any model/property releases are governed by the applicable Supplier Licence and mandatory law. Imageselect does not warrant the availability or sufficiency of third-party clearances unless it has expressly made a separate written undertaking.
4.4 Content described as public-domain or of uncertain authorship is not represented by Imageselect to be subject to proprietary rights; any access or service fee is distinct from ownership of copyright.
5.1 Subject to the Supplier’s mandate, Imageselect may provide searchable access, quotations, delivery of digital files, invoice issuance, payment processing, account support and transmission of usage or infringement enquiries to the Supplier.
5.2 Imageselect may relay restrictions, requests for additional clearances and notices issued by the Supplier, but may not unilaterally change, enlarge, terminate or withdraw a Supplier Licence except where expressly authorised by the Supplier or required by law.
5.3 Imageselect is the administrative contact for licensing enquiries at support@imageselect.eu. Where a request requires a decision of the Supplier, Imageselect may refer it to the Supplier.
6.1 The price is the amount accepted at checkout, in a quotation or under a separately agreed price schedule, together with any applicable VAT. Imageselect may invoice and collect the amount in its own name for its disclosed distribution arrangements, where permitted by its Supplier agreements and applicable invoicing/tax rules. Such invoicing does not of itself make Imageselect the copyright licensor.
6.2 Unless otherwise expressly agreed in writing, invoices issued by Imageselect are payable within fifteen (15) calendar days of the invoice date. The Customer is responsible for its own bank charges and must not make unauthorised deductions.
6.3 For qualifying commercial transactions, late-payment interest and recovery compensation may be claimed in accordance with mandatory applicable Luxembourg rules, including the statutory flat-rate recovery amount of EUR 40 where available, together with eligible additional recovery costs.
6.4 Non-payment may result in suspension of additional distributor services or credit facilities. Any suspension or termination of the underlying Supplier Licence may occur only as provided in that Supplier Licence, through the Supplier or with proper authorisation.
7.1 A business Customer may request cancellation within fourteen (14) days after the invoice date if the Content has not been used, published, distributed, incorporated into work or supplied to a client. This is a voluntary request procedure, not an automatic right of cancellation; any refund or licence cancellation requires the Supplier’s consent where required by the Supplier Licence.
7.2 A credible rights claim, injunction or Supplier notice may require cessation of further use according to the Supplier Licence and applicable law. Imageselect will promptly pass on Supplier instructions, and will not purport independently to extinguish rights granted by the Supplier.
7.3 The Supplier Licence governs effects on existing publications, deletion, replacement, refunds and remedies, except that Imageselect remains responsible for any refund or administrative obligation it expressly undertakes in its own name.
8.1 Any warranty that intellectual-property rights or releases are held, and any undertaking to indemnify a Licensee for infringement arising from the licensed Content, must arise from the Supplier Licence or an express separate written undertaking by the person giving it. Imageselect does not provide such a warranty merely by acting as distributor.
8.2 Imageselect will exercise reasonable care in performing its own administrative services and accurately communicating Supplier licence information available to it. Imageselect does not exclude responsibility for its own misrepresentation, actions beyond its actual authority, negligent administration, or obligations that cannot lawfully be excluded.
8.3 To the extent allowed by Luxembourg law, Imageselect is not liable for decisions, intellectual-property warranties or failures attributable solely to the Supplier and outside Imageselect’s own obligations. Any agreed limitation of liability for Imageselect’s separate services is subject to applicable mandatory law and does not exclude fraud, wilful misconduct or gross negligence.
8.4 Liability caps, indemnities and contractual penalties contained in a Supplier Licence operate solely between its parties unless the applicable law and a separate enforceable agreement expressly provide otherwise.
9.1 Unauthorised use, reproduction, sublicensing, missing credit or breach of a Content restriction is assessed under the applicable Supplier Licence and intellectual-property law. The Supplier or authorised rights holder is the proper party to claim remedies.
9.2 Imageselect may transmit notices and pursue claims or collect amounts on a Supplier’s behalf only to the extent expressly authorised to do so. No independent five-times-licence-fee penalty is created in favour of Imageselect by these Distribution Terms.
9.3 The Customer remains responsible for providing accurate usage information requested pursuant to the Supplier Licence and for compliance with applicable licence restrictions.
10.1 Imageselect may establish, adjust or close a Customer credit account and may withhold future credit or fulfilment, acting reasonably and subject to existing binding commitments.
10.2 Each party shall protect confidential commercial information received from the other, except where disclosure is required by law or reasonably needed for licence fulfilment, debt collection, professional advice or communication with the relevant Supplier. This clause does not override rights or obligations under the Supplier Licence.
11.1 Imageselect processes personal data for customer accounts, order fulfilment, billing, support, fraud prevention and rights administration in accordance with Regulation (EU) 2016/679 (GDPR), applicable Luxembourg law and its published privacy notice.
11.2 Imageselect may share order and Licensee details with the relevant Supplier to administer or enforce the Supplier Licence, subject to an appropriate legal basis, transparency obligations and any applicable international-transfer safeguards. The respective data-protection roles of Imageselect and the Supplier depend on actual processing arrangements.
12.1 Changes to these Distribution Terms apply prospectively to orders after publication or express acceptance, as appropriate. A change to these Distribution Terms does not amend any previously concluded Supplier Licence.
12.2 If a provision of these Distribution Terms is unenforceable, the remaining provisions remain effective to the extent permitted by law. The Supplier Licence remains a separate agreement.
13.1 These Distribution Terms, and any dispute arising from Imageselect’s own ordering, invoicing, collection or distribution services, are governed by Luxembourg law. Subject to mandatory rules, the courts of Luxembourg City have exclusive jurisdiction over such disputes between Imageselect and the Customer.
13.2 The governing law and forum for any dispute between Supplier and Licensee about the rights or obligations under the Supplier Licence are determined by that Supplier Licence and applicable conflict-of-laws and jurisdiction rules. This clause does not impose Luxembourg law or Luxembourg courts on a Supplier–Licensee dispute.
Imageselect SARL-S, Luxembourg trade and companies register (RCS) B294196. Website: https://www.imageselect.eu. Customer support: support@imageselect.eu.
These Distribution Terms apply only where the applicable Supplier and Supplier Licence are identified and the Supplier has actually authorised Imageselect to distribute and administer the licence on the stated basis.
Imageselect, your image partner for all your stock photos including royality-free, rights managed images, editorial images and microstock © 2024 Imageselect
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