Last updated: September 3, 2018
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.
- 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. If you do not agree to them you should not use the Website or the Services.
- We reserve the right, from time to time, to change these 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 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.
- 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.
- 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.
- 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 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:
- infringes on third parties intellectual property rights;
- facilitates illegal activity;
- promotes unlawful violence;
- 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
- 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 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; and
- unscheduled maintenance.
- 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 all reasonable commercial endeavours to correct any such non-conformance promptly, 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
- 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
Use of the Webshop
- These general conditions solely apply to orders placed for products available on www.aliveshoes.com (the “Website”) by a natural person (“Buyer”).
- A Buyer can order shoes in the webshop of the Website (“Webshop”) by following the instructions on the Website.
- All shoes in the Webshop are created by customers of Aliveshoes (“Customers”).
- You can buy shoes on aliveshoes.com accessing 2 types of campaigns: a Campaign for a period of 30 days (hereinafter: a “Timer Campaign”) or unlimited days (hereinafter: a “Unlimited Campaign”).
- A Timer Campaign will run for a period of 30 days. All shoes sold during one single Timer Campaign will go in production after the period of 30 days and only if a minimum of 7 pre-orders are reached.
- If the minimum pre-order goal is not met during a Timer Campaign, the shoes will not be produced and your money will be refunded immediately after the timer ends. If the minimum pre-order goal is met during the Timer Campaign, the shoe will be produced.
- If the pre-order Timer Campaign has been successful, Aliveshoes will undertake that the shoes shall be produced and shipped within 15 to 25 business days of the end of the Campaign.
- A Unlimited Campaigns will run without any time limitation if during a one single Timer Campaign more than 7 pair of shoes were sold. As soon as a shoe is part of an Unlimited Campaign there will be no minimum pre-order goal for this specific pair of shoes and the shoes shall be available in the Webshop. Once you buy from an unlimited campaign, Aliveshoes will undertake that the shoes shall be produced and shipped within 15 to 25 business days.
- Aliveshoes shall at all times be allowed to terminate a Campaign when Aliveshoes feels compelled to do so.
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) for Europe. Shipment to other countries 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.
- 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 42 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.
Shipping and Delivery
- Shipping of the shoes within the to European Union (“EU”) or 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.
- All orders will be delivered to the Buyer approximately within 28 to 42 days after the purchase during a Limited edition Campaign or within 28 to 42 days after the end of a Timer Campaign. This period is necessary since the production of each pair of unique shoes takes a certain amount of time.
Returns & 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.
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 11.4
- 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;
- 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;
- 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 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 14 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
Except as expressly and specifically provided in the Agreement:
- 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:
- This clause 14 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
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 ceases, or threatens to cease, to trade; or
- there is a change of control of the other party; or
On termination of the Agreement for any reason:
- 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.
- If you are submitting a claim regarding a specific campaign please use the form here.
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.