1.1 These Distribution Terms and Conditions (the “Distribution Terms”) apply to individuals and organisations (“Customers”) obtaining images, footage, illustrations or other digital content (“Content”) through Imageselect SARL-S (“Imageselect”). A “Consumer” is a natural person acting for purposes outside their trade, business, craft or profession; a “Business Customer” is any Customer acting for professional purposes. These Distribution Terms govern Imageselect’s own ordering, distribution, delivery, billing, payment collection and support activities and do not themselves grant rights to use Content.
1.2 The underlying Content licence (“Supplier Licence”) is concluded directly between the supplier identified for the relevant Content (the “Supplier” or “Licensor”) and the end user named or otherwise identified in the order (“Licensee”). Imageselect facilitates that licence as an authorised distributor and, where authorised, as a disclosed representative of the Supplier.
1.3 Imageselect is not a party to the Supplier Licence merely because it facilitates an order, delivers Content, invoices, receives payment or provides support. Imageselect does not independently grant the intellectual-property rights licensed under the Supplier Licence.
1.4 These Distribution Terms do not waive, exclude or restrict mandatory rights or remedies available to Consumers under applicable law. Imageselect remains responsible for its own legally enforceable obligations and conduct.
2.1 Before the Customer is bound by an order, Imageselect shall make available the identity of the relevant Supplier, the applicable Supplier Licence and any specific use restrictions. Where required for Consumers, the Customer shall also receive clear pre-contract information about Imageselect’s identity and contact details, principal characteristics of the Content, permitted uses, technical compatibility or functionality where relevant, total price inclusive of taxes and other charges, payment arrangements, delivery, complaints and withdrawal rights or any applicable exception.
2.2 The Supplier Licence and agreed licence specifications govern the rights of use, licence duration, territory, media, exclusivity, credits, rights clearance, transfer and termination, subject always to any mandatory Consumer rights that apply.
2.3 For the extent of the licensed intellectual-property rights, the Supplier Licence takes precedence over these Distribution Terms. For Imageselect’s own ordering and administrative services these Distribution Terms apply. Neither set of terms shall derogate from mandatory Consumer protection. A licence summary or invoice cannot enlarge the Supplier’s licence without its authorisation.
2.4 The Customer should not download or use Content where the Supplier or applicable licence cannot be identified. Imageselect will seek clarification before fulfilment.
2.5 Any provisions of a Supplier Licence that are inconsistent with mandatory Consumer protection shall not deprive a Consumer of that protection.
3.1 Within the limits of its authority from the Supplier, Imageselect may display Content, take orders, transmit an acceptance on the Supplier’s behalf, deliver files, issue invoices, collect payment and provide first-line support.
3.2 Imageselect cannot grant additional usage rights, vary the Supplier Licence, waive restrictions or settle third-party rights claims for the Supplier without the required authority.
3.3 Licence questions may be forwarded to the Supplier. A support response does not itself vary the Supplier Licence unless made or confirmed by a person authorised to do so. Statements made directly by Imageselect remain subject to applicable law, including mandatory rules concerning information supplied to Consumers.
4.1 The identity of the Supplier, the licence terms, the selected Content, essential characteristics and the full amount payable shall be provided before an online order is placed. Where required, the ordering process shall clearly identify any payment obligation, allow correction of input errors and make the applicable terms available for saving.
4.2 A licence takes effect only in accordance with the Supplier Licence and the Supplier’s acceptance or authorisation. Mere file delivery does not expand the authorised use.
4.3 Imageselect shall give Customers an order confirmation and, for Consumers where legally required, confirmation of the distance contract and its relevant information on a durable medium, such as email, within the required period and no later than the start of digital supply. The Supplier and applicable version of the licence should be identified in the order record.
4.4 Material corrections to concluded Consumer contracts shall not be made unilaterally to a Consumer’s detriment. Any statutory rights to cancel or challenge an order remain unaffected.
5.1 The amount payable is the price shown before checkout or otherwise agreed. Prices displayed to Consumers shall include applicable VAT and mandatory charges, or clearly disclose unavoidable costs before the Consumer orders. For Business Customers, prices may be quoted exclusive of VAT if clearly indicated.
5.2 Imageselect may issue invoices and collect payment in the capacity agreed with the Supplier. The legal identity of the trader responsible for the underlying licence and the actual VAT treatment must be accurately reflected in transactional documentation. Invoicing alone does not make Imageselect the Licensor.
5.3 Unless a different term is agreed or mandatory law requires otherwise, invoiced amounts are payable within fifteen (15) calendar days of invoice date; Consumers must in every case be informed of payment arrangements before they are bound.
5.4 For qualifying business-to-business commercial transactions only, statutory late-payment interest and the fixed EUR 40 recovery compensation and further reasonable recovery costs may be charged to the extent permitted by Luxembourg law. Those B2B provisions do not apply automatically to Consumers. Any interest or costs payable by Consumers are limited to those validly agreed and permitted by mandatory law.
5.5 Imageselect may set credit limits and decline future credit facilities for Business Customers. Any restriction of a Consumer’s order or service must comply with applicable consumer and contract law.
6.1 Imageselect shall exercise reasonable care when carrying out its own ordering, digital-delivery and customer-support activities. Customers should notify Imageselect if a file is missing, inaccessible or corrupted.
6.2 Nothing in these Distribution Terms excludes or limits a Consumer’s mandatory rights relating to the supply and conformity of digital content or digital services, including applicable rights to have content brought into conformity, price reduction or termination and reimbursement. The responsible trader and any obligations of Imageselect shall be determined by the actual contractual arrangements and mandatory law, not merely by the designation “distributor”.
6.3 Imageselect may arrange redelivery or refer substantive Content and rights questions to the Supplier. Any assistance offered does not replace or diminish statutory remedies.
6.4 Systems may be temporarily unavailable owing to maintenance or technical failures. Applicable mandatory rights to performance and compensation remain unaffected.
7.1 Once a Customer purchases an item of Content, the Customer has no contractual right to a refund merely because the Customer changes their mind, unless expressly provided in the applicable Supplier Licence, the agreed order terms or a separate valid refund policy. This does not affect any statutory rights of Consumers, including any applicable right of withdrawal, remedies for non-conforming digital Content or other mandatory rights to reimbursement.
7.2 The Supplier may terminate or withdraw the Supplier Licence in relation to Content in accordance with the applicable Supplier Licence and mandatory law, including where a potential or actual legal claim justifies such action. Upon valid termination or withdrawal, the Licensee and its client (where applicable) must cease further use and delete or destroy copies of the Content to the extent required by the Supplier Licence and applicable law. Any applicable exceptions, rights concerning existing lawful publications, statutory remedies and refund entitlements remain unaffected. The Supplier may, at its discretion and where permitted by the Supplier Licence, offer replacement Content. Imageselect may communicate or implement such measures only within the authority granted by the Supplier.
7.3 The Supplier Licence may provide for termination if a Business Customer or Licensee: (i) enters into voluntary or compulsory liquidation, has a receiver appointed or becomes subject to another insolvency event, to the extent enforceable under applicable insolvency law; (ii) ceases or threatens to cease trading; or (iii) commits a material breach of the Supplier Licence and, where that breach is capable of remedy, fails to remedy it within fourteen (14) days after receipt of a notice requiring remedy. Termination takes effect only in accordance with the Supplier Licence and applicable law. This paragraph does not create an independent termination right for Imageselect and does not apply insolvency or cessation-of-trading triggers to Consumers. On valid termination, any further exploitation of Content outside surviving rights may constitute infringement of intellectual-property rights.
7.4 Any provision of the Supplier Licence which expressly or by implication is intended to remain in force after expiry or termination shall survive in accordance with that licence and applicable law. Provisions of these Distribution Terms relating to accrued payment obligations, valid refunds, responsibility for prior conduct, privacy, complaints, governing law and dispute resolution shall likewise survive to the extent necessary and legally permitted.
7.5 Consumer withdrawal for non-tangible digital Content: where a statutory right of withdrawal applies, a Consumer generally has fourteen (14) days from conclusion of the distance contract to withdraw. The right may be lost after supply begins only where all applicable legal conditions have been fulfilled, including the Consumer’s express prior consent to immediate performance, express acknowledgement of the resulting loss of the withdrawal right and the required confirmation on a durable medium. Acceptance of these Distribution Terms alone is not sufficient. If those conditions have not been fulfilled, any applicable withdrawal right and statutory refund rules remain in force. A Consumer may communicate an unequivocal withdrawal statement to support@imageselect.eu, and Imageselect will arrange prompt forwarding to the responsible Supplier where relevant. Nothing in this Article restricts mandatory Consumer remedies for defective or non-conforming digital Content.
8.1 The Supplier is the Licensor under its Supplier Licence. The scope of licensed intellectual-property rights and contractual obligations of the Licensor are governed by that licence and applicable law.
8.2 Imageselect remains responsible for its own representations, administrative services and acts, including activity beyond its authorisation. Acting as distributor does not automatically make Imageselect liable for every contractual obligation of the Supplier, but no title or allocation of roles can override mandatory statutory liability.
8.3 No exclusion or limitation in these Distribution Terms applies to a Consumer to the extent it would be unfair or prohibited under applicable Consumer law, nor to fraud, wilful misconduct, gross negligence or any other liability that cannot lawfully be excluded.
8.4 For Business Customers only, and to the extent permitted by Luxembourg law, Imageselect excludes liability for indirect or consequential economic losses arising solely from interruptions in its administrative services, subject to paragraph 8.3.
8.5 Imageselect does not independently claim copyright infringement damages or impose usage penalties on behalf of a Supplier unless authorised or legally entitled to do so.
9.1 Imageselect processes personal data for account administration, order processing, invoicing, customer support and rights administration in accordance with the GDPR, applicable Luxembourg law and its Privacy Policy.
9.2 Information necessary to perform or administer an order may be supplied to the relevant Supplier subject to data-protection law.
9.3 Customers can contact Imageselect at support@imageselect.eu with questions, complaints, delivery issues or withdrawal notices. Imageselect will help identify the responsible Supplier and direct or coordinate resolution as appropriate. Available statutory out-of-court dispute-resolution information will be provided where required.
9.4 Each party shall protect confidential non-public commercial information, subject to lawful disclosures and mandatory information rights.
10.1 No waiver by Imageselect (the “Seller”) of any breach of the Contract by the Customer (the “Buyer”) shall be considered a waiver of any subsequent breach of the same or any other provision.
10.2 If any provision of these Distribution Terms is held by a competent court or authority to be invalid or unenforceable in whole or in part, the remaining provisions and the unaffected remainder of the provision concerned shall remain valid and enforceable.
10.3 The contract governing Imageselect’s own distribution and administrative services shall be governed by the laws of the Grand Duchy of Luxembourg. The Customer agrees to submit to the non-exclusive jurisdiction of the courts of Luxembourg, subject to any mandatory jurisdiction rules applicable to Consumers. The separate Supplier Licence remains subject to its own applicable governing-law and jurisdiction provisions and mandatory law.
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