FutureSense

Will read into it (the case we are talking about today is different to the one you commented on yesterday regarding a supplier in UK :)) this one is a different supplier and in Netherlands.

Its been great talking to you TwaBla! The whole point of sharing this story was to check if there could potentially even be a "go to court" situation as there was no contract originally (so nothing to breach and nothing to go to court with) and terms appeared after delivering the work .. Have a good evening!

The supplier writes in their new licence terms " If the customer breaches the obligation to identify the copyright holder, the customer owes XXX a contractual penalty of eur 1000,- per case. The contractual penalty is also owed if the customer fails to impose the obligation in the event of publication by a third party. "

I am trying to find some information on "implicit licence" but I don't seem to find anything. Does it mean when content is created for selling a product (in a form of an advertising or product imagery on a webshop), it is normally understood (preferably stated in a contract of course) that the supplier/author (in my case render designer) will not be credited? That is common sense to me in regards of advertising and product images for a webshop but I am just checking what the general licence terms for such content would be.

Crediting the author in brand's communication is not at all of issue. The unrealistic claim from the supplier is that I would be fined even if a third party uses the content without crediting them and that the content (3D visuals, videos with and without copy, articles) cannot be modified or changed for whatever reason/needs that were not initially briefed. This in my perception is an unrealistic claim when adapting content (visual or copy) is the daily business of any brand who puts anything out there on different platforms etc.

Golden advice !!! :) that was my first approach too but then the other side decided to come with a new invoice and these unrealistic licence terms that were never discussed before (with the idea to compensate their effort and disappointment the project does not go on I guess). And because of this unexpected attack I am here, trying to figure out what protects me as client towards this supplier.

Well that's were it's tricky - I am willing to buy the products already produced but cannot agree to the licence terms (that appear after all work is done). Both of you also suggest in that case I should not accept the product , thus not use it, but am I responsible for paying for the work that's done but cannot be put in use?

Does this mean there is no legal persecution they could start if I exit the agreement without settling (and thus without payment) after their 4 moths of work of which we have email correspondence showing briefs, quotes and approval confirming starting the execution ?

I see. And I understand and don't disregard their author right (I don't mind crediting them) but I cannot be financially responsible if a third party decides to modify content for publication. Or if I as a brand need to modify something for specific use. This regards copy too (it is normal that wording is manipulated according to where it needs to be used). The no-modification clause with fines seems like an outrageous request that no one would sign for.

I ask that in the sense where their team have worked for about 4 months on different executions and 1/3 of them are already delivered and payed and the other 1/3 are delivered and left to be settled and the last 1/3 is yet to be executed but because we want to stop - I consider that work I don't need to pay for and they consider it work/time/vision to be bought out.

That would be the last solution. At this point I think I would like buy-out the rest of the work already started (it's not about one photo, it's a lot of material and brand executions) and settle for terms that are reasonable in respect to the fact that I am paying for the work I am ordering! Their terms appearing after delivering the work cannot be legal, can it? And when you say "kick the supplier" - is that legal?

I, as a brand, have hired a creative for a list of deliveries on invoice base (so without a contract). The invoices for the work delivered don't specify anything about the terms or use. And referring to verbal agreement the assets delivered to me as client were up to now, my ownership. With some exceptional content we had agreed on crediting the hired party. The collaboration had a long-term vision and therefor the rates for deliveries mutually agreed upon were "friendly" (below regular). Unfortunately we have come to terminate the collaboration mid way as the process is too conflictuous (I spend too much time to argue and justify what I need as a brand and the hired creative is stubborn and tries to push for their "vision" by adding a lot of free work to the initial brief (in order to fulfil their vision) which I as a client did not ask for. Now that I want to terminate this collaboration and settle for the work already done and left to pay for, the hired creative considers having given too many hours for free (majority of which from their own initiative) and comes up with new terms about keeping all intellectual property rights and a system of fines in case me or a third party would modify (that means even cropping a picture) the content I've bought from them or not credit them. This is unacceptable and in my opinion not legal (to add terms after having started working just because the collaboration has to be ended - for the best of both sides). I want to leave this conflict peacefully but don't want to compromise - I consider (from previous experience) that what I have bought is fully my property and free to use as I want to (especially as there were no binding terms discussed prior to delivering that work to me). This regards visual content and copy. You can understand that if I had known the use of material would be limited or not my ownership, I would have never signed up for this . Hereby an extract of the terms proposed by the hired party, hereby XXX, (after having started and delivered the work): Intellectual property right All intellectual property rights, especially copyrights, remain with XXX. The customer receives a spatially and temporally unlimited license to use the end result. In factual terms, the license includes any commercial or non-commercial use of the end results briefed in by the customer. However, the granting of a sub-license by the customer to a third party for the commercial use of the end results by such a third party is excluded. The customer is obliged to state the authorship each time the final results are published and when the final results are used in the media digitally or in print. In the case of publication by a third party, the obligation to name the author is also imposed on such a third party. If the custom- er breaches the obligation to identify the copyright holder, the customer owes XXX a contractual penalty of eur 1000,- per case. The contractual penalty is also owed if the customer fails to impose the obligation in the event of publication by a third party. (this is the most crazy part as even as author of many assets I have no power over what press for instance decides to use/credit or not) In the event of corresponding claims from third parties, the customer holds XXX completely harmless and supports in any process and/or enters the process. XXX will inform the customer immediately if and as soon as third parties assert corresponding claims. Use of material Use of material should always be following the purpose stipulated in the brief that led to execution and release. No changes, modifications, alterations, partial use of the work for a different purpose that was initially briefed is allowed without the previous consultation of XXX. This includes both visual, sound and written material. -------- Do these changes in terms seem anywhere logical or legal to anyone here? Thank you I will be looking forward to your advice.

Thank you all for your quick reactions - I'm new on this site and didn't expect this much support. So your answers clarify that if the service provider is in UK, the small claims court I need to contact is in UK, not in NL. Good I would assume that I have already done all the steps to attempt to solve the problem out-of-court first. - I've sent 2 notices (email), letting the agent know she is not keeping to his contractual obligations, mentioning the work has to be delivered or invoice refunded or else I will seek legal advice - to which she did follow up by confirming she is "working hard on it" (one month ago) - no news, no results - lastly (one week ago) I've send a notice of terminating the contract and demanded the invoice to be refunded in 2weeks time Is it really so in 2020 that emails don't count as legally binding communication?? And one more question - would you say it's worth the procedure for an invoice of 600pounds? For me that is a substantial sum but also an action out of principal of course. Yet I would not want to get into a situation that costs me more than the actual invoice amount. Thank you for all your thoughts.

Hello, I have a brand based in NL and often hire third party service providers in PR, Marketing and other matters I can outsource (being a one-woman company). A PR agent in UK offered their services and as per our contract asked for a pre-payment but never (it has been 6months) delivered the work that was meant to be delivered in one month time. Through out the 6 months the person hired behaved as if working on the job but without results (blaming that on the current health crisis). This sounds like a bluff or lack of skill which contradicts the promised results (also enlisted in the contract). At this point I am ready to terminate the contract and get refunded for the service never provided to me. The person is not reacting. How to approach this? Do I have to reach out to the small claims court in UK or Netherlands? Or what is the legal entity to support a ZZP'er (my status) in such a situation? Thank you for your help.