I have and work for an online art gallery with my husband. I’ve bought a standard licence for some 80 assets that are used for the purpose of this online shop, as an individual. The pictures were bought for the gallery and the invoice issued for my VAT no.
Soon, the same gallery for which I’ll continue working will be operating under my husband’s economic activity. Can we keep on using all the pictures for the same purpose in our online gallery/shop? Can we just change details of the account to the another person?
So, if I understand you well, you licensed a bunch of assets for a gallery who is using them in accordance of the licensing terms. That gallery will now operate under a new owner.
I don't know all the bells and whistles attached to the takeover, but generally, I would say as the assets were acquired for the gallery and the licenses that you acquired were transferred to the gallery, they are still available for the gallery's use in accordance with the licensing terms.
In the contrary, you can't use the assets for any different "client" or also your own use, because of the transfer.
Look here for more information on licensing: https://community.adobe.com/t5/stock/links-for-licensing-terms/td-p/11366788
(Disclaimer: As always with licensing, this is my interpretation of the rules. I think they are correct and advice is based on reading and interpreting the licence terms and on fair use for both the buyer and the artist/stock company, but I cannot rule out that my interpretation is wrong. I'm not an Adobe employee).
Thank you very much for the answer.
Can you please explain what it means "to license assets for a gallery/shop"? If I bought a standard licence receiving an invoice with my vat no. is it suffcient?
Just consider all entities as separate, not related to each other, as if they would be third parties like a customer, supplier, competitor. It's not you, your company and your husband's company, it's A, B and C.
So A acquired the license with B's VAT number, meaning that A was "only" an agent doing busines for the account of B. All assets belong B, including the licences. B gets absorbed by C, including assets and liabilities. So now C is the rightfull owner of all licences and as legal successor of B, needs to conform to the licensing terms that A, as an agent for B, agreed upon. Easy?
1) As you are saying that the invoices were on your VAT number of your busines, that means from a legal point of view that not you personally as a private citizen have acquired the asset, as you would need in that case to pay the VAT, but you operating as a busines have acquired the licence. So it is truly the busines, wich includes the gallery that is the licencee. If you transfer the busines or part of the busines, all assets (and licences are assets) get transfered with, except if stated differently. So no need to do anything else, in the contrary: if you are using assets privatly, you would need to transfer the licence (and pay the VAT) for the transfer price (theoretically legally).
2) You probably need to make the transfer contractually valid. Like selling the gallery for 1 $. Keep an eye on the taxes, to make the transfer "tax neutral". Taxes love such transfers, as they may suspect some tax scheme.
I'm neither a tax expert nor am I a licensing expert, even that I took care for a while of my companies tradenames and I wrote the basic licencing contract that providers like photographs sign, when working for my company. While working for a bigger company, I have the advantage of having contracting and patent and trademark advisors in my back. But I did not recieve any legal training and I'm not giving legel advice. 😉
You have here a statement on licence transfers as seen by Adobe: https://community.adobe.com/t5/stock-discussions/transfer-license-to-a-client/td-p/11990240
I think that should clear any doubt that a transfer of licence is possible and what you need to do to make the transfer legally correct. As it is a busines transfer, I would consider this as parties A, B, C instead of you, your company and your husband's company.
One more reply
1. You cannot transfer an Adobe stock account by any method. But you can transfer assets by following Adobe's procedures.
2. If you already transferred to the gallery business, then the gallery has them. But if you purchased them under your own named account they are licensed to you personally, as an owner of the gallery. Therefore if you are ceasing to be a owner of the gallery you will need to transfer them.
3. Obviously I don't know your business model, but I'm going to make the general point, for anyone thinking about an online art gallery: Adobe Stock pictures cannot be resold as pictures for download, and those with the standard license cannot be used to make (for example) a tee shirt or mug. They can be used to make your web site, your adverts and presentations. This isn't related to transferring the license, but the general license terms.
Thank you very much for the answer.
I purchased the assets and, as I understand, I purchased them personally but have the invoice with my company VAT no. Now, I want to cease my business/ single economic entity but not the online gallery for which the pics has been used. The online gallery will be under/transferred to my husband's economic activity.
I don't see the difference between two cases you explained in this point - "If you already transferred to the gallery business, then the gallery has them" and "...if you purchased them under your own named account they are licensed to you personally, as an owner of the gallery. Therefore if you are ceasing to be a owner of the gallery you will need to transfer them". Also, I feel like the first answer above sits in opposite to the second one. Would you be so kind and elaborate? I'd appreciate that.
Hard to judge who's right. My concern is to use the assets in line with general terms of Adobe's Standard Licence.
I think you've confirmed the assets are licensed to you. (It does not matter who payed the bill, only who signed the agreement). So you do indeed need to transfer each separate asset to the gallery business. (This is a normal process, as designers often have to transfer pictures to the company for who they design). Please see this discussion for the method -- https://community.adobe.com/t5/stock-discussions/transfer-license-to-a-client/td-p/11990240
So what you are saying is: if I bought assets as "I", I should either transfer assets onto my gallery business and then they belowng to the gallery even if the owner changes, or if I purchased them under my own named they are licensed to mypersonally (as an owner of the gallery), and if I cease to be a owner of the gallery I will need to transfer them with the appropriate written agreement?
My guess is that your company or busines activity acquired all assets as they were acquired under that VAT number. All other assumption would mean that the VAT number was used in an improper way. I cannot acquire assets for my personal use under the VAT number of my company, but I can acquire assets for my company using my company's VAT number.
As always, this is my personal opinion and it should in no way be considered as a tax or legal advice.