GENERAL TERMS AND CONDITIONS (GTC)

I. General provisions

1. The General Terms and Conditions of Business (hereinafter referred to as “GTC”) apply to all contracts for the provision of digital content and digital services, contracts for work, license contracts, and other contracts, negotiated in person or by means of remote communication, with the entrepreneur and operator of the www.luciechroust.com website Lucie Chroustová, with registered office at Kotlářská 40, Brno, 60200, Business ID: 05521521, Tax ID: CZ9158184035, hello@luciechroust.com (hereinafter referred to as “Contractor”), unless otherwise expressly agreed. Deviating provisions in the contract take precedence over the wording of the GTC.
2. When concluding contracts under these GTC, it is assumed that the Client, who is a natural or legal person who expresses his/her will to conclude a contract with the subject matter defined in Article III (hereinafter also referred to as “Client”) in person, by telephone, in writing, or by means of remote communication, is familiar with these GTC and other documents described below. The Contractor and the Client together also referred to as the “Parties”.
3. The provisions of the GTC are an integral part of the contracts concluded with the Contractor.
4. Contractual relations between the Client and the Contractor are governed by the law of the Czech Republic (applicable law), in particular Act No. 121/2000 Coll., on Copyright, on Rights Related to Copyright and on Amendments to Certain Acts (hereinafter referred to as the “Copyright Act”), Act No. 89/2012 Coll, Civil Code as amended (hereinafter referred to as the “Civil Code”), from the provisions of the Civil Code, for example, Sections 2586 et seq. governing the contract for a work, Sections 2358 et seq. governing licensing arrangements. If the Client is a consumer, the consumer protection provisions also apply.
   
   

II. Time and manner of conclusion of the contract

1. The conclusion of the contract between the Parties may be based on a written offer and written confirmation of the offer, or by other means of remote communication (e.g. e-mail, data message).
2. The contract is concluded when the Client confirms to the Contractor the unconditional acceptance of the Contractor’s offer, the basic conditions of which are based on the Client’s request made, inter alia, via the contact form on the Contractor’s website or communicated in another way. Unless otherwise provided in these GTC, the provisions of Section 1732 (2) of the Civil Code are excluded.
3. The presentation of services on the Contractor’s website is not considered an offer to conclude a contract. An enquiry constitutes an invitation to the Client to submit an offer to conclude a contract. If the Client invites the Contractor to submit an offer, the contract shall be concluded when the Client confirms unconditional acceptance of the Contractor’s submitted or sent contract proposal.
4. If the acceptance of the offer by the Client is not confirmed to the Contractor, the offer is also accepted by the Client by actual acceptance of the offer by payment of the deposit or other price stated in the proposal in full, if this is done no later than within the time limit set for acceptance of the offer. If there is no time limit for acceptance of the offer, the offer must be accepted by actual acceptance no later than 14 days from the date of acceptance. On expiry of the time limit, the offer shall either lapse or be modified by an increase in the price of the subject-matter of the fulfilment. 
5. Unless otherwise provided for in the contract, the Client agrees to the use of remote means of communication in concluding the contract (e.g. e-mail).
6. Failure to accept the Contractor’s applicable GTC, or acceptance of them by the Client with reservation, does not lead to the conclusion of the contract, unless there is an contract replacing the GTC.

III. Subject of fulfilment

1. The subject of fulfilment is mainly the provision of services, the creation of (copyright) works, and the provision of licensing rights to copyright works, which are specified in the contract concluded by the Parties. 
2. The definition of the subject of fulfilment must be unambiguous and specific in the contract (e.g. by reference to the service offered by the Contractor or by sufficiently defining the subject of fulfilment in the contract).
3. Unless otherwise agreed in advance between the Parties, the photographs are transmitted in their full or normal resolution for the purpose of use in JPG format, in digital form (by linking to the Contractor’s electronic storage). Unedited photographs (without post-production) or photographs in RAW format are not the subject of fulfilment without express contract; these will not be provided to the Client. Unless otherwise agreed in advance, the selection of photographs and post-production is always the sole responsibility of the Contractor. The subject of fulfilment shall not include any previews of the photographs sent for selection.
4. The Parties always agree in advance in the content of the contract on the specific number of photographs and/or videos to be provided to the Client.
5. If it is agreed between the Parties that the Client selects the photographs for post-production, the Client selects these photographs from a pre-selection of previews of the best images made by the Contractor. The Contractor will send the Client a numbered preview of the photographs in the online gallery to the email provided by the Client, and the Client will select the agreed number of photographs for final editing within 14 days of the previews being made available (the deadline for selecting photographs). If the Client does not select the photographs within the photo selection period, the right to select the photographs shall be terminated and the Contractor shall select the best photographs according to his/her best judgment. The preview images are sent in minimum quality, unedited, unretouched, logoed, and cannot be used or distributed. If the Client chooses more than the agreed number of photographs, he/she agrees to pay the additional fee for photographs beyond the package according to the Contractor’s price list.
6. If the digital product is a work of authorship (e.g. photographs, videos), the Contractor grants the Client a licence to the extent specified in the contract or to the extent specified below.
7. Unless otherwise agreed in the license contract, the Client is granted a non-exclusive license for a period of one year to use the copyrighted work for the purpose resulting from the contract, for personal and commercial use, depending on the specific written contract of the parties, with a territorial limitation for the territory of the Czech Republic and a quantitative limitation for the duration of the proprietary copyright.
8. The license fee is included in the price of the digital product. If the amount of the remuneration for the licensing revenue is not explicitly agreed between the Parties, the provider is entitled to an additional reasonable remuneration. The same applies if a remuneration is agreed but is clearly disproportionate to the subsequent profits from the use of the licence. Unless otherwise agreed in writing between the Parties, the Client shall not be entitled to any further use of the copyright work in the event of termination of the licence rights.  
9. The author’s work may not be distributed, modified (e.g. use of colour filters), used in a commercial manner, or used in a way that reduces the value of the work beyond the agreed licence without the consent of the Contractor. The Parties make it undisputed that ways that diminish the value of the work and violate the contract in a material way include, for example, offensive or inappropriate publications, the use of photographs in connection with political advertising and propaganda or pornographic works.

IV. Price of the subject of fulfilment, price validity period, and payment terms

1. The price of the subject of fulfilment is governed by agreement between the Parties and if there is no such explicit agreement, then the price of the subject of fulfilment is determined according to the price list of the Contractor valid at the time of conclusion of the contract. The current price list and the offer of services are available on request at: Hello@luciechroust.com. Unless otherwise agreed or stipulated, prices are final, in Czech crowns.
2. The price of the subject of fulfilment remains valid from the time of conclusion of the contract until the time of fulfilment of the contract, unless the contract has been amended.
3. Unless otherwise agreed between the Parties, the price of the work is payable on the basis of the data specified in the tax document issued by the Contractor to the Client immediately after completion of the subject of fulfilment. Unless otherwise agreed, the Contractor is entitled to require the Client to pay an advance payment for the fulfilment of the work, at least 50% of the price of the subject of fulfilment, which is also a condition for booking a photo shoot date.
4. If the price is paid by transfer to the Contractor’s bank account, it is paid on the basis of a tax document sent to the Client in electronic form. The invoices are due within 14 days. The date of payment of the price is the date of crediting the Contractor’s bank account. If the Client fails to pay the tax document by the due date, he is obliged to pay the Contractor a contractual penalty of 0.20% of the amount due for each day of delay until payment. This is without prejudice to the right to payment of statutory default interest and damages.
5. The Client undertakes to pay a deposit of at least 50% of the total price of the subject of fulfilment without undue delay after the conclusion of the contract. The Contractor is not obliged to start executing the work or providing the service until the deposit has been paid by the Client.  
6. If, for certain types of contracts, the Contractor is required to make payment for the agreed price before the fulfilment is provided or before the contract is concluded, it shall be deemed to be an advance payment. The Parties agree that the advance payment shall be fully credited against the agreed price at the time the agreed price becomes due.  
7. Contractual penalties and claims for damages are payable on the 5th (fifth) day from the date of delivery of the written notice to the Client to pay them, unless a longer period is specified in the notice. The Client agrees that the Contractor shall count any contractual penalty or compensation for damages to which he/she is entitled against the payment (advance payment or other payment towards the price of the subject of fulfilment). If this count-against is not effected in accordance with this provision of the GTC, the Client undertakes to pay the amount due within 7 (seven) calendar days of receipt of the Contractor’s written request.

V. Contractor’s rights and obligations

1. Unless otherwise agreed, the Contractor shall provide the subject of fulfilment in the quality corresponding to the Contractor’s offer valid on the date of conclusion of the contract. 
2. The Contractor undertakes to manufacture and deliver the subject of fulfilment to the Client undamaged as to content, without defects, in the agreed quantity and within a reasonable time, otherwise under the terms and conditions set out in the contract.
3. The Contractor reserves the right to withdraw from the contract during fulfilment in the event of the Client’s disinterest lasting longer than 30 days or if the Contractor learns that the Client has fundamentally breached the contract (e.g. the Client did not arrive at the agreed location on the agreed date for the photography, as a result of which the work can no longer be performed). Client’s non-interest means – unavailability, cancellation, or termination of communication. In this case, the Client is not entitled to fulfilment of the contract or refund of the price paid or part thereof. For this case, the Parties agree on a contractual penalty in the amount of the agreed or price list price of the subject of fulfilment.
4. If circumstances of force majeure prevent the Contractor from fulfilling the contractual obligations, the Contractor has the right to extend the delivery date of the subject of fulfilment or withdraw from the contract. The Contractor is obliged to inform the Client of this fact. In neither case shall the Contractor be liable for damages. The Parties consider such circumstances to be, in particular, natural disasters, natural catastrophes, revolutions, states of emergency, states of war, war and armed conflict, pandemics, embargoes, high unforeseeable inflationary price increases, terrorism, unexpected power outages, unexpected weather conditions.
5. The Contractor is entitled to withdraw from the contract in addition to other cases specified in the relevant legal provisions:
   
   a) if the Client is in material breach of contract
   b) if the Client fails to pay the price of the subject of fulfilment or a part of the price of the subject of fulfilment or the advance payment within the agreed time limit or within the time limits specified in Article IV of the GTC,
   c) for the reason according to Article VII.8 of the GTC.
   
   
6. The Contractor is entitled to entrust another person to carry out the work but is responsible for the persons selected and the quality of the work carried out by them.

VI. Client’s rights and obligations

1. The Client is obliged to provide the Contractor with all information necessary for the smooth execution of the order, in particular to inform the Contractor about the unavailability, change, or cancellation of the e-mail address used for communication between the Contractor and the Client. 
2. If the Client is present during the making of the copyright works, it is forbidden to take recordings and photographs without the consent of the Contractor.
3. Prior to taking photographs, the Client shall provide the Contractor with all necessary licenses, permits, waivers, releases, or consents, including those relating to publicity and privacy, to photograph the property, persons, and objects to the extent necessary for the fulfilment of the Contract. In particular, the Client shall be obliged to secure the necessary licenses to use the copyrighted works of others, including works located on the Client’s premises.  
4. When photographing and filming events and public events, the Client is obliged to properly inform the persons photographed about the manner of handling the photographs and to provide a legal basis for the capture and use of the likeness as personal data (consent to the capture and dissemination of the likeness) and to instruct them about the option of not giving this consent. The Client is also obliged to properly inform the persons participating in the photographed event about the processing of personal data (likeness) and to fulfil the obligations of the controller under the Personal Data Protection Act and GDPR towards the photographed persons.
5. If the Contractor is entitled under the contract to use photographs from events and weddings also for his/her presentation purposes, the Client shall inform the participants of the event that the photographs taken may be used in this way (e.g. published on the Contractor’s website and social networks) and the visitors who take advantage of the opportunity to have their photographs or videos taken implicitly agree to the dissemination of their image within the meaning of Section 85 of the Civil Code.
6. The Client may withdraw from the contract if it is clear that the work will not be completed on time or will not be carried out properly and if the Contractor fails to remedy the situation even within a reasonable time provided by the Client.
7. If the Client withdraws from the contract with the Contractor for any reason, the Client shall refrain from using the Digital Product and the Contractor may prevent the Client from further use of the Digital Product, in particular by making the Digital Product or the User Account unavailable to the Client. 
8. If the Contractor withdraws from the contract for reasons according to V.5 of the GTC, the Client is obliged to reimburse the Contractor in full for the costs already incurred in the fulfilment of the contract.

VII. Fulfilment, handover of the subject of fulfilment, and other arrangements

1. If the contract does not specify the exact date of the service (photo shoot), the Client undertakes to select the date from the dates offered by the Contractor in the pre-agreed period. The confirmed date of the photo shoot is binding for both Parties. The Client is entitled to one change of the photo shoot date in the price if he/she requests a change of the Contractor’s date within 3 days before the agreed (confirmed) photo shoot date. The Contractor will propose a new date for the photo shoot to the Client using a similar procedure.
2. The maximum period of provision of service cannot be extended without mutual agreement between the Parties. Late arrival of the Client is not a reason to extend the time schedule of photography and filming or the provision of services at a pre-agreed time.
3. In case of illness or very bad weather, the Contractor may reschedule an outdoor photo shoot to the next available date. The Contractor will send the Client a proposal for a new date. The confirmed date is binding for both Parties.
4. Unless otherwise agreed between the parties, the place of fulfilment is the Contractor’s registered office. If the Parties have agreed that the place of fulfilment shall be a place other than the Contractor’s registered office, the Contractor shall arrange for the delivery of the necessary equipment for the fulfilment of the service to the agreed place of fulfilment at his/her own expense or at the expense of the Client, as agreed by the contractual parties; in the absence of such an agreement, the Client shall bear the costs.
5. In case the Client wishes to return the borrowed props or products sent to the Contractor for the execution of the work (photo shoot), the Contractor is entitled to claim the cost of delivery of the props or products back to the Client.    
6. If the Contractor requests confirmation of acceptance of the work, the Client or his/her authorised representative is obliged to confirm the acceptance of the subject of fulfilment by stating his/her identification data so that the Contractor can accurately identify the accepting individual and the date of acceptance.
7. If the subject of fulfilment is a work with an intangible result (licence, digital product), the subject of fulfilment is deemed to have been handed over if it is completed and the Contractor allows the Client to use it. The Parties agree that the subject matter may be delivered by means of remote communication (e.g. by sending a link to the cloud storage or the Contractor’s online gallery or as an attachment to an electronic message). The subject matter shall be available for download by the Client for a period of 1 calendar month. After the expiry of this period, the Contractor is entitled to a fee for the retransmission of the subject of fulfilment according to the Contractor’s price list.
8. Any requests by the Client to change the contract, if accepted by the Contractor, will extend the agreed delivery time by a reasonable amount. In the event of acceptance of the Client’s requested change, the Client is notified of the corresponding change in the contract price according to the current price list valid at the time of acceptance of the contract change. If the Client does not accept the new price, there is no change to the contract and the Contractor has the right to withdraw from the contract immediately or to maintain the existing arrangement. In the event of such withdrawal by the Contractor, the Contractor shall refund the price already paid by the Client but shall be entitled to reimbursement of the costs already incurred in connection with the contract.
9. The Contractor is entitled to refuse to continue cooperation at any time if it contains visual or other material that is contrary to generally binding legal regulations and general rules of morality – in particular pornography, depictions of violence against humans or animals, etc. The Contractor is also entitled to refuse any cooperation or conclusion of a contract that would constitute a conflict of interest or otherwise put him/her at a competitive disadvantage in relation to the Contractor’s business partners.
10. Ownership of the work or the license is only acquired by the Client after payment of the agreed price in full. The risk of damage to the work or other subject of fulfilment passes from the Contractor to the Client upon acceptance of the order, or also if the Client has breached the contract by failing or refusing to take delivery of the order, or if the Client has been notified of the possibility to collect the order and has not collected it even within 7 days of such notification. Damage to the subject of fulfilment that occurs after the risk of such damage has passed to the Client shall not affect the Client’s obligation to pay the agreed price, unless the damage was caused by a breach of the Contractor’s obligation.
11. In the event of a breach of the agreed terms of the (sub)licence by the Client, the Contractor is entitled to a contractual penalty for each individual unauthorised use, specified in more detail in the contract with the Contractor. This shall be without prejudice to the right to damages. The Client undertakes to pay this contractual penalty on demand by the Contractor.
12. The Parties undertake to use their best endeavours to prevent and minimise damage. The Parties shall be liable for damage caused in the fulfilment of the contract within the limits of applicable law and this contract.

VIII. Rights under liability for defects

1. If the subject matter of the contract is performed defectively, the Client shall have rights arising from the defective fulfilment. In particular, fulfilment is defective if the subject of fulfilment does not have the specified or agreed characteristics and there is therefore a conflict between the service provided and the contract (e.g. the Client is not provided with the service to the agreed extent).
2. If an entrepreneur concludes a contract with the Contractor, the relevant provisions of the Civil Code as amended shall apply. The complaint handling procedure set out in Part Two – Special Conditions for Consumers, Article IV. Complaint Handling – Complaints Procedure, shall apply mutatis mutandis.
3. Further rights and obligations of the Client/consumer from defective fulfilment are set out in Part Two – Special Conditions for Consumers.
4. The Client is obliged to hand the complete order back for complaint and to provide the necessary information within the complaint procedure according to the concluded contract with the Contractor so that the legitimacy of the alleged defects can be correctly assessed. The Client is requested to provide the necessary assistance (e.g. by cover letter, complaint slip, email, telephone) in the complaint process.
5. If the Client has agreed to the visual aspect of the work (e.g. colour tinting of a series of photographs), the liability of the Contractor for any defects arising from fulfilment in accordance with this contract shall cease and the Contractor shall not be liable for any damages incurred by the Client as a result of fulfilment in accordance with this contract.
6. Article X of this part of the GTC sets out a demonstrative list of facts that cannot be considered as defects in a photographic or audiovisual work.

IX. Limitations resulting from the technology used and the aesthetic quality of the model photographed

1. The Client acknowledges and agrees that the specific manifestations of the technology used and the resulting possible shortcomings and defects of the photograph and video recording (e.g. chromatic aberration, slight blurring, eye glare, contours, necessary noise, etc.) are not grounds for claiming defects.
2. The Contractor shall take sufficient professional and necessary care to limit as far as possible these specific manifestations of the technology used. The Contractor reserves the right to process the photographs using the software of his choice and to apply graphic adjustments (so-called post-production) such as retouching, changes in brightness, contrast, saturation, colour toning, sharpness, according to his/her own aesthetic sense.
3. The level of retouching is set by the Contractor and not by the Client. Post-production is part of the ordered creative activity of the Contractor and depends on his/her subjective perception, skill, artistic flair, and personal taste. In order to become familiar with the quality, style, and type of the Contractor’s creative work, the Client has consulted the Contractor’s portfolio of completed work published on the Contractor’s website and social media.
4. The Client takes into account and accepts that each person is different and has a distinctive look, and the aesthetic quality of photographs varies due to this fact. Appearance and dissatisfaction with it is not a reason for claiming defects.
5. The Client further takes into account that each photograph is an original created under specific circumstances, all of which cannot be influenced by the photographer (level of exterior light, expression and involvement of the persons photographed, etc.).