Last updated: January 2, 2021
Information about us
- We are Aliveshoes B.V. a limited liability company registered and incorporated under the laws of The Netherlands trading as Aliveshoes and with our registered office and main trading address at the Danzigerbocht 45 Y, 1013 AM Amsterdam, The Netherlands.
- We operate a website at https://www.aliveshoes.com.
- We have developed an online platform that allows you to launch a shoe line using our website and services. We provide a final product which represents a mix up of web technology, creative software, handmade product, and a full service on demand platform made of: a webshop platform, software, platform digital upgrades (if improved and separately paid ) handmade custom production service, logistics and delivery.
- These Terms and Conditions apply to the use of the Website of Aliveshoes. By using our Website or the Services you agree to the applicability of these Terms and Conditions thereto.
- We reserve the right, if deemed necessary to improve changes in Terms and Conditions at our sole discretion. The Terms and Conditions applicable to your access to and use of this Website and your use and/or purchase of Aliveshoes’ Services will be the version that is current and displayed on the Website as at each date you access the Website or use Aliveshoes’ Services (as applicable). Your continued use of this Website or your use of Aliveshoes’ Services after changes are made, means that you agree to be bound by such changes.
The definitions and rules of interpretation in this clause apply to the Subscription Form and these Terms and Conditions.
- Agreement: the Subscription Form and these Terms and Conditions which together constitute the Agreement between the Customer and Aliveshoes.
- Authorised Users: the Customer, or as the case may be, those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation further to these Terms and Conditions.
- Business Day: any day which is not a Saturday, Sunday or public holiday in the Netherlands.
- Buyer: a natural person, of at least 18 years of age, who orders shoes in the Webshop.
- Campaign: the campaign the Customer creates on the Website to sell a specific design of shoes, created by the Customer, via the Webshop.
- Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in this Agreement.
- Customer: the natural person with whom Aliveshoes enters into an Agreement, who is at least 18 years of age, dealing either in B2B or B2B2C or B2C relationship with us.
- Customer Data: the data inputted by the Customer, Authorised Users, or Aliveshoes on the Customer's behalf in connection with using the Services or facilitating the Customer’s use of the Services.
- Effective Date: the date of the Agreement between Aliveshoes and Customer as stated in the Subscription Form.
- Initial Subscription Term: the initial term of the Agreement as set out in the Subscription Form.
- Normal Business Hours: 9.00 am to 6.00 pm CET, each Business Day.
- Sales Tax, Vat, or similar: according to the different State taxation laws, amounts due will be charged as from the existing provisions concerning.
- Services: the online platform to design and sell your own shoes as described on the Website and as provided by Aliveshoes to the Customer under the Agreement via the Website.
- Subscription Form: the form that is available on the Website and filled in by a potential Customer, which, once submitted electronically to Aliveshoes shall, together with these Terms and Conditions, constitute the entire agreement between Customer and Aliveshoes.
- Support Services Policy: Aliveshoes' policy for providing support in relation to the Services as made available at the Website or such other website address as may be notified to the Customer from time to time.
- Terms and Conditions: these terms and conditions as may be amended from time to time.
- Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
- Website: https://www.aliveshoes.com
the webshop of Aliveshoes, available on the Website.
- Clause, schedule and paragraph headings shall not affect the interpretation of these Terms and Conditions.
- A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
- A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
- Words in the singular shall include the plural and vice versa.
- A reference to one gender shall include a reference to the other genders.
- A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
- A reference to writing or written includes faxes and e-mail.
- References to clauses are to the clauses of these Terms and Conditions.
Use of the Website and Services
The Customer shall not use Aliveshoes’ Website or Services to access, store, distribute or transmit any Viruses, or upload any material via the Website or using the Services that:
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or offensive ethnically or otherwise offensive to any person;
- infringes on third parties intellectual property rights;
- facilitates illegal activity;
- promotes unlawful violence;
- is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
- causes damage or injury to any person or property;
The Customer shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties, or except as explicitly agreed otherwise between Parties:
- use the Website and/or Services to provide services to third parties; or
- license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Website and/or Services available to any third party except the Authorised Users, or
- attempt to obtain, or assist any person other than Authorised Users in obtaining access to the Website and/or Services.
- The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Website and, in the event of any such unauthorised access or use, promptly notify Aliveshoes.
- The rights provided under this Agreement are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
- The platform, the website, the features offered, the options and the services can be suspended or changed by AliveShoes at all times.
- The Customer shall not use Aliveshoes’ Website or Services to access, store, distribute or transmit any Viruses, or upload any material via the Website or using the Services that:
Aliveshoes shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
- planned maintenance;
- unscheduled maintenance;
- Force majeure circumstances
- Aliveshoes shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
- Aliveshoes undertakes that the Services will be performed substantially in accordance with the Agreement and with reasonable skill and care.
- Aliveshoes shall procure that the production and delivery of the shoes shall be in conformity with reasonable market standards.
The undertaking at clause
shall not apply to the extent of any non-conformance which is caused by use of the Website contrary to Aliveshoes' instructions, or modification or alteration of the documentation by any party other than Aliveshoes or Aliveshoes' duly authorised contractors or agents. If the Website does not conform with the foregoing undertaking, Aliveshoes will, at its expense, use reasonable commercial endeavours to correct any material non-conformance, or may, at its sole discretion, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause
- does not warrant that the Customer's use of the Website will be uninterrupted or error-free; nor that any documentation and/or the information obtained by the Customer through the Website will meet the Customer's requirements; and
- is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
- The Agreement between Aliveshoes and Customer is not exclusive and shall not prevent Aliveshoes from entering into similar agreements with third parties, or from independently developing, using, selling or licensing apps, documentation, products and/or services which are similar to those provided by Customer.
- Aliveshoes warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement.
The Customer shall:
- fill in the registration form on the Website correctly, be at least 18 years of age and will be solely responsible for the safekeeping of the provided password for the Website, which will be provided to the Customer if Aliveshoes accepts him or her as a Customer;
- provide Aliveshoes with all necessary co-operation in relation to the Agreement and all necessary access to such information as may be required by Aliveshoes;
- comply with all applicable laws and regulations with respect to its activities under the Agreement;
- carry out all other Customer responsibilities set out in the Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Aliveshoes may adjust any agreed timetable or delivery schedule as reasonably necessary;
- ensure that the Authorised Users use the Services and the Documentation in accordance with the Terms and Conditions of the Agreement and shall be responsible for any Authorised User’s breach of the Agreement;
- obtain and shall maintain all necessary licences, consents, and permissions necessary for Aliveshoes, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;
- ensure that its network and systems comply with the relevant specifications provided by Aliveshoes from time to time; and
- be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Aliveshoes’ data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet, and
- in no way create the appearance that the Customer is the manufacturer of the Shoes and/or that the Customer holds any rights regarding the shoes that are not explicitly granted to the Customer in the Agreement
- fully understands, agrees, and in the case of B2B2C trading, also shares with his associated or related customers, that the service offered is buying an on-demand service.
Application process, Creation of the shoes, Submission process, restrictions and limitations
- An Authorised User may design a shoe if the Customer is accepted by Aliveshoes through the application process on the Website.
- An Authorised User may design a shoe using the Services. All design must be submitted to AliveShoes. If AliveShoes approve the design, the shoe will be made available to the public in the Webshop. Aliveshoes reserve the right to remove the design from the Webshop at all times.
- All shoes created must get 7 pre-orders within 30 days to enter production. In this case all orders will be produced and shipped to the Buyer approximately within 15 to 25 business days after the 7th pre-order has been reached.
- If a shoe has already reached 7 pre-orders, each subsequent order will be sent in production one by one without restrictions.In this case all orders will be produced and shipped to the Buyer approximately within 15 to 25 business days after the purchase.
- If the shoes created don’t reach the initial 7 pre-order goal within 30 days, they will not automatically enter production, and buyers will be refunded within 7 to 10 business days.
- Aliveshoes shall at all times be allowed to terminate a campaign at its sole discretion.
- Under a basic account An Authorised User can create a maximum of 10 drafts and submit/publish one shoe. These limitation can be removed if the Authorised User upgrades to a PRO account.
- If a shoe is accepted in The Shoe Circle marketplace, the shoe can’t be deleted, protected by password or pushed private by the designer.
- If a shoe is showcased in the main aliveshoes website or gallery, the shoe can’t be deleted, protected by password or pushed private by the designer
Use of the Webshop by the Authorised User and profits
- An Authorised User can use a webshop to share and sell his shoes to the public.
- Retail price per pair of shoes shall at all times be determined by Aliveshoes. Retail prices may also fluctuate due to relevant changes to currencies conversions or raise in production or logistiscs costs.
- Customers can deal with us in multiple ways: B2B through the purchase of prototypes, bulk orders and regular pre-orders and orders, mainly with marketing or r&d goals (as size samples or test drive products) or re-selling goals. In B2B2C through orders and pre-orders delivered directly to the final customer through the platform e-commerce tools. B2C helping directly the final customer ordering a single order from a designer.
- Authorised Users will receive profits if the shoes they published are sold if the shoes reached 7 pre-orders, and/or for each subsequent shoe sold after the 7th.
- The amount of profits from the sales of the shoes for the Authorised User shall be determined over all unreturned sold shoes and paid to the Authorised User within 30 days after shoes are delivered to a Buyer. The profits shall be $30.- per sold and unreturned pair of shoes. If the buyer subsequently returns the relevant shoes, the Authorised User will not receive such profits. Authorised User can request to cash-out the profits through paypal, as stated in the user dashboard, or can convert profits in specific discount coupons using their own dashboard tools.
- If a shoe is sold through The Shoe Circle marketplace, will still qualify for profits but it may have profit from sales reduced from $30 to $20
- The Authorised User will receive reduced profit or no profit for shoes bought by a Buyer via a 100% coupon or smaller coupons available in his dashboard.
Pre-orders, Sales, Production, Shipping and Delivery
- All shoes ordered through AliveShoes are custom made.
- All shoes created must get 7 pre-orders within 30 days to enter production. In this case all orders will be produced and shipped to the Buyer approximately within 15 to 25 business days after the 7th pre-order have been reached.
- If a shoe have already reached 7 pre-orders, each subsequent order will be sent in production one by one without restrictions.In this case all orders will be produced and shipped to the Buyer approximately within 15 to 25 business days after the purchase.
- If the shoes created don’t reach the initial 7 pre-order goal within 30 days, they will not automatically enter production, and buyers will be immediately refunded.
- A prototype of a single shoe may be produced before reaching the pre-orders goal, on selected projects or for selected Authorized users and only for special reasons. In this case an additional prototype production fee of $35.60 is applicable. The prototype is neither replaceable free of charge or refundable.
- Shipping of the shoes within the European Union ("EU") or to the United States of America ("USA") will be free of charge. If the shoes must be delivered outside the EU or USA additional shipping costs may apply for the Buyer. Additional duties and/or taxes may apply for shipment out of Europe. These duties and/or taxes will be notified to the buyer as soon as the shoes are shipped to his/her address.
- Every shoe production order is to be seen as a full service on demand, made of digital and physical services that includes: The use of the platform software, Technical design digital processing, handmade custom production service, supply chain online integration services, shipping and delivery. The final price is fully inclusive of the above features
Upgrades and other services (Pr boost and Brand boost)
- Designs by the Authorised User may possibly be reproduced by other users unless the Authorised User purchases a Design protection upgrade for $39 that guarantees that the same shoe design combination and the specific name can't be reproduced by any other user in the platform.
- The Authorised User can purchase a PRO upgrade for $99 that guarantee additional design features and services possibly including but not limited to: Access to women’s & men’s design tools, access to limited edition soles, access to limited edition materials, white label upgrade, express production upgrade, unlimited drafts and extended publishing. More informations on the specific upgrade can be found in the website specific pages.
- Once the customer has reached 10 sales on one single shoe project, he can benefit of the PR boost service. To access the PR boost service, the customer must complete the PR boost service form in his dashboard, and upload all the material requested. Once that is completely done, he will qualify for the PR boost service. The PR boost service can help the customer to achieve more visibility through the use of a PR network but doesn’t guarantee coverage in press or social media. The network will choose the most interesting projects to cover. The quality of the material uploaded and the actual quality and performance of the project can be the driver of the choice. AliveShoes is not responsible about which projects are covered and which are not. More information on the PR boost service can be found on the website.
- Once the customer has reached 50 sales in total among all the projects created, he can benefit of the BRAND boost service. To activate the BRAND boost service, the customer must complete the BRAND boost service form in his dashboard, and upload all the material requested. Included in the form, the customer must review, sign and upload the new partnership contract with AliveShoes that regulate the BRAND boost new developments and partnership with the company. Once that is done, he will qualify for the BRAND boost service. More informations on the BRAND boost service can be found on the website.
- Platform upgrades and services such as the Pr boost and the Brand boost may be modified, altered or suspended by AliveShoes at all times
- AliveShoes’ liability in respect of a paid upgrade shall never exceed the fees paid by the Authorised User for such upgrade, or in the event of a periodical subscription, the fees for the most recent period. The Authorised User may not claim specific performance of AliveShoes’ obligations under such upgrade.
- Upgrades are one-time fee (non-recurring) and the one time fee can’t be refunded. The upgrades may be refunded only if the authorized user finds technical problems to access the platform
- Other types of paid upgrade and services can be added by AliveShoes at any time. Please find the documentation in the specific platform pages
- Upgrades are charged separately are to be considered software upgrades and not connected to the production services
- Prototype fees upgrade are charged separately but bundled at the checkout with the prototype service purchase
Users registered before the last update
- An Authorised User that have created an account before the platform update done in date September 03, 2018, will not go through the application process and will be automatically invited to use the platform. To do so, the Authorised User must migrate the account by filling out the form in the specific migration page.
- An Authorised User that have successfully migrated his account, will automatically go under the rules of the other Authorised Users, subject to reasonable exceptions AliveShoes may deem necessary.
- All shoes already online will not have to go through a pre-order campaign/process but can be sold without limitation. All shoes created and published after the updated, will have to go through the pre-order process.
- The PR boost and BRAND boost can only be unlocked with sales that have occurred after the update done in date September 03, 2018
- All sales generated after the platform update done in date September 03, 2018 will grant profits as stated in 8.4. All sales generated before the platform update done in date September 03, 2018 grant profits according to old rules and to a maximum $15 per sold and unreturned pair of shoes.
Rejection of an order
Aliveshoes explicitly reserve the right not to accept an order for any reason. Aliveshoes also reserve the right to cancel a order by written notice to a Buyer in the following situations without being liable for any damage or costs other than repayment of any amount received from you in relation to the cancelled order:
- the information provided by the Buyer is incorrect;
- the product is not available;
- payment by the Buyer was not received;
- due to force majeure; or
- in the event of misspelling, pricing or other errors or mistakes in the Webshop information.
Prices and payment
- All prices are quoted in euro, dollars and pounds and are inclusive of value added tax (VAT). Shipment to other countries external of the EU may occur in duties imposed by governments and costs related to delivery/import. Shipping rates are applied per order. The exact shipping rates depend on the country of delivery. For details on shipping rates per country see the Website.3.2 Payment processing
- The Buyer must pay in advance by way of credit card, PayPal or iDeal. The Buyer guarantees that all data related to payment, including without limitation personal, address, payment, debit and credit card data, are true and accurate and belong to the Buyer. Should Aliveshoes doubt the accuracy of any data, it may request the Buyer for additional proof of identity or accuracy of data and/or refuse the conclusion of an agreement and/or refuse delivery. The Buyer is liable for all damages and costs as a consequence of the inaccuracy of any data submitted by Buyer.
- If, for whatever reason, Aliveshoes is not able to deliver the order to a Buyer within 56 days after the order is placed, Aliveshoes shall provide the Buyer with a full refund. Payments can only be processed if the billing information can be verified.
- Aliveshoes shall retain the title in any product(s) until we have received full payment for such product(s).
- The total price specified in the final check out screen includes shipping costs and may not include tax and duty for non European countries. This price will be recorded in the Order Confirmation, which we recommend you print or download for future reference. If paying by credit card, the total amount for your entire order will be reflected on your statement in your local currency.
- The prices of shoes will be as displayed on the Webshop. Prices may change from time to time, but changes will not affect any confirmed order. Prices may also fluctuate due to relevant changes to currencies conversions or raise in production or logistics costs.
- Shoes can be purchased in bulk through the use of the specifics bulk tools, shoes bought in bulk are subject to specific discounts as stated in the website
US Sales Tax may be charged to specific clients in specific circumstances:
- Sales tax are not charged on sales to designers that are considered b2b sales. These include orders, pre-orders, prototypes and bulk orders directly placed by the users of the platform and intended for internal marketing, r&d and/or re-selling. These are intended b2b orders.
- Sales tax are charged if the purchase is from a final customer purchasing an order or a pre-order of a design, created from a platform user following the B2B2C structure and using the e-commerce provided to our platform users.
- In case of b2b orders purchased by the designer, intended for resale, AliveShoes will not charge sales tax on the b2b order, but the designer should charge sales taxes on his own to the final customer he is selling to. Also, on this kind of orders, the designer may be requested to send AliveShoes the Uniform Sales and Use tax certificate and/or should complete it upon request by AliveShoes.
- In case of b2b orders purchased by the designer as prototypes and/or as samples orders, these are qualified as Marketing expenses and R&D and not for re-selling. AliveShoes will not charge sales tax on these types of b2b orders. The designer may be requested to fulfill their Use tax on these purchase orders according to US laws. A prototype purchase is the production service of a custom single shoe prototype used as test-drive product and is marked as a prototype service sale in the platform. Samples are intended as regular orders (pre orders or regular orders or bulk orders) with less than 7 total pairs distributed in different sizes that are used as test-drive products and size samples. If the order is more than 7 pairs is not qualified as a sample, but as regular order intended by the designer for resale and is subjected to rule of point 8.3.
- Sales taxes are charged to the on-demand production service, restricted to the specific part of the handmade custom production services that is connected to the product manufacturing. This part is determined by cost of material, production and operational costs directly connected to the product and are specified in the inter-company production and manufacturing invoices related to the single sales. Sales taxes are not charged on tech services and software services connected to the shoe purchase, such as platform software, technical design digital processing and supply chain online integration services.
- Sales tax are only charged if the nexus in the specific state is exceeded.
- The base calculation of sales taxes do not include shipping & delivery fees, commissions to designers, and returns/refunds.
- Sales tax are not charged on any other software upgrades purchasable in the platform independently or on any prototype express extra fees.
Returns and refunds
- Aliveshoes guarantees that all shoes are substantially in accordance with the specifications as described in the Webshop. Non-material variations and imperfections on the product specifications are unavoidable and shall not be a ground for a return or refund since all shoes sold by Aliveshoes are handmade and custom-made for the Buyer.
- Upon delivery of the shoes a Buyer is obliged to inspect the shoes for defects and conformity with the order. The Buyer is entitled to return the shoes in the event that the shoes are defective or otherwise not in conformity with the order within 30 days after delivery of the shoes and if the shoes were not used. Upon return of the shoes the purchase price and the shipping costs will be refunded. For practical information on how to return the shoes please see the Website.
- For practical information on how to return, a Buyer can check the Website.
- Refunds will be issued based on the original form of payment.
- Due to the big amount of customisation that can be done in the platform, bulk orders can't be refunded, AliveShoes will though make all the effort in order to make the client satisfied
- Custom shoes that are already in any phase of production under a serious event of Force Majeure (see list in article 21) may be subjected to delays and will not be eligible for refund unless AliveShoes is not able to ship the product within 120 days.
- Tailor made service is not refundable at any time due to the extreme personalisation of the service and the product
Intellectual Proprietary rights
- The Customer acknowledges and agrees that Aliveshoes owns all intellectual property rights in the Website and the Services. Except as expressly stated herein, the Agreement does not grant the Authorised User any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Aliveshoes’ intellectual property rights, including Services, the Website or any documentation.
- Aliveshoes confirms that it has all the rights in relation to the Services and the Website that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Agreement.
- Aliveshoes shall have the right to use all (copyright-protected) material of any kind (including, but not limited to shoes, images, pictures, drawings and text) created by an Authorised User during a Campaign for any (commercial) purpose it sees fit. This includes material uploaded on the Website or created together with AliveShoes, for instance photo campaigns or other events.
- Aliveshoes shall have the right to use the name of the User for commercial use such as testimonials.
- Aliveshoes shall have the right to use all material of any kind created by an Authorised User and Aliveshoes together during a Campaign for any (commercial) purpose it sees fit.
- Aliveshoes shall have the sole right for a period of five years to produce and distribute the pair of shoes created in the platform. The Authorised User shall benefit of profits generated by the sales as stated in 8.4
- The Authorised User guarantee a free licence agreement to AliveShoes for the specific brand used for a period of five years after the pair of shoes created in the platform.
- The Authorised User can distribute and sell shoes produced via AliveShoes through other parties in addition to AliveShoes
- The Authorised User shall not produce or be involved in the exploitation of shoes via any other party than Aliveshoes.
Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party's Confidential Information shall not be deemed to include information that:
- is or becomes publicly known other than through any act or omission of the receiving party;
- was in the other party's lawful possession before the disclosure;
- is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
- is independently developed by the receiving party, which independent development can be shown by written evidence; or
- is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
- Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of the Agreement.
- Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.
- Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
- The Customer acknowledges that details of the Services and any documentation received from Aliveshoes and the results of any performance tests of the Services constitute Aliveshoes' Confidential Information.
- Aliveshoes acknowledges that the Customer Data is the Confidential Information of the Customer.
- This clause 14 shall survive termination of the Agreement, however arising.
- Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party's Confidential Information shall not be deemed to include information that:
The Customer shall defend, indemnify and hold Aliveshoes harmless against claims (including but not limited to claims regarding the infringement of third parties rights), actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and the and/or Documentation. Aliveshoes shall in respect of any claims against the Customer arising out of or in connection with the Customer's design, use of the Services and the and/or Documentation:
- Give the Customer prompt notice of any such claim;
- Provide reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
- Give the Customer sole authority to defend or settle the claim.
- In the defence or settlement of any claim against Aliveshoes regarding (alleged) third party intellectual property right infringements, Aliveshoes may procure the right for the Customer to continue using the Services, replace or modify the Services or and/or Documentation so that they become non-infringing or, if such remedies are not reasonably available, terminate the Agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
In no event shall Aliveshoes, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
- a modification of the Services or Documentation by anyone other than Aliveshoes; or
- the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Aliveshoes; or
- the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from Aliveshoes or any appropriate authority.
- The foregoing states the Customer's sole and exclusive rights and remedies, and Aliveshoes' (including Aliveshoes’ employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
- The Customer shall defend, indemnify and hold Aliveshoes harmless against claims (including but not limited to claims regarding the infringement of third parties rights), actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and the and/or Documentation. Aliveshoes shall in respect of any claims against the Customer arising out of or in connection with the Customer's design, use of the Services and the and/or Documentation:
Limitation of liability
This clause 19 sets out the entire financial liability of Aliveshoes (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
- any breach of the Agreement;
- any use made by the Customer of the Services and/or the Website; and
- any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.
Except as expressly and specifically provided in the Agreement:
- the Customer assumes sole responsibility for results obtained from the Services and Documentation or by the Customer, and for conclusions drawn from such use. Aliveshoes shall have no liability for any damage caused by errors or omissions in any information or instructions provided to Aliveshoes by the Customer in connection with the Services and/or the Website the , or any actions taken by Aliveshoes at the Customer's direction;
- all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement; and
- the Services and any documentation are provided to the Customer on an "as is" basis.
Nothing in the Agreement excludes the liability of Aliveshoes:
- for death or personal injury caused by Aliveshoes' negligence; or
- for fraud or fraudulent misrepresentation.
Subject to clause 16.2 and clause 16.3:
- Aliveshoes shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Agreement; and
- Aliveshoes' total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to €100 or, if higher, the total Fees paid during the 12 months immediately preceding the date on which the claim arose, whichever is lower.
- This clause 19 sets out the entire financial liability of Aliveshoes (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
Term and termination
The Agreement shall, commence on the Effective Date and shall continue for as long as the Customer is subscribed on the Website unless:
- the Customer terminates his subscription following the instructions on the Website; or
- the Agreement is otherwise terminated in accordance with the provisions of these Terms and Conditions;
Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Agreement without liability to the other if:
- the other party commits a material breach of any of the terms of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
- an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or
- an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party; or
- a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or
- the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
- the other party ceases, or threatens to cease, to trade; or
- there is a change of control of the other party; or
- the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
On termination of the Agreement for any reason:
- each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
- the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
- The Agreement shall, commence on the Effective Date and shall continue for as long as the Customer is subscribed on the Website unless:
- Force majeure Aliveshoes shall have no liability to the Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Aliveshoes or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
- A waiver of any right under the Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
- Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.
- If any provision (or part of a provision) of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
- If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
- These Terms and Conditions together with the Subscription Form and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
- Each of the parties acknowledges and agrees that in entering into the Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Agreement or not) relating to the subject matter of the Agreement, other than as expressly set out in the Agreement.
- The Authorised User shall not, without the prior written consent of Aliveshoes, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
- Aliveshoes may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
- Any notice required to be given under the Agreement by Aliveshoes to Customer shall be delivered to Customer via the e-mail address provided by Customer in the Subscription Form.
- Notices to Aliveshoes shall be done in writing and shall be delivered at its address set out in these Terms and Conditions, or such other address as may have been notified by that party for such purposes, or sent by e-mail to legal[at]aliveshoes.com.
Governing law and jurisdiction
- The agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of The Netherlands.
- The parties irrevocably agree that the courts of Amsterdam have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).
Changes to these terms and conditions
- Aliveshoes may revise these terms and conditions from time to time. Every time an Authorised User is accepted into the platform or Buyer order shoes in the Webshop, the terms and conditions in force at that time will apply to them.