1 Agreement, offer and confirmation
1.1 These General Terms and Conditions (“General Terms and Conditions”) govern all offers and the preparation, content
and performance of all agreements concluded between the Client and Alissa+Nienke VOF. By placing an order the Client
approves these General Terms and Conditions. Deviations from these General Terms and Conditions may be agreed on
between the Client and Alissa+Nienke VOF only in writing.
1.2 All offers are without commitment and are valid for one month. Prices and delivery times quoted may be subject
to change due to unforeseen changes in the work. Prices are exclusive of VAT. The rates and offers quoted do not
automatically apply to future commissions. The Client warrants that the information provided to Alissa+Nienke VOF by it or
on its behalf and on which Alissa+Nienke VOF bases the offer is correct and complete.
1.3 Commissions are confirmed in writing by the Client. If the Client fails to do so but consents to Alissa+Nienke VOF
commencing the work commissioned, the terms of the offer are deemed to have been agreed on and these General Terms
and Conditions apply. Any subsequent oral agreements and stipulations are not binding on Alissa+Nienke VOF until it has
been confirmed by Alissa+Nienke VOF in writing.
2 Performance of the agreement
2.1 Alissa+Nienke VOF must make every effort to perform the work commissioned carefully and independently, to promote
the Client’s interests to the best of his or her ability and to aim to achieve a result that is useful to the Client, as can and
may be expected of a reasonably and professionally acting designer. To the extent necessary the Designer must keep the
client informed of the progress of the work.
2.2 The Client must do any and all things that are reasonably necessary or required to enable Alissa+Nienke VOF to deliver
punctually and properly, such as supplying (or causing the supply of) complete, sound and clear data or materials in a
timely manner of which Alissa+Nienke VOF states or of which the Client understands or should reasonably understand that
they are necessary for the performance of the agreement.
2.3 Terms stated by Alissa+Nienke VOF for the performance of the work commissioned are approximations only, unless
otherwise agreed in writing.
2.4 Unless otherwise agreed, the following do not form part of the work commissioned to Alissa+Nienke VOF:
a. performing tests, applying for permits and assessing whether the Client’s instructions comply with statutory or quality
standards;
b. investigating any existing rights, including patents, trademarks, drawing or design rights or portrait rights of third parties;
and
c. investigating the possibility of the forms of protection referred to in (b) for the Client.
2.5 All efforts will be made to accurately represent the finishes and colours of products. Slight variances can sometimes
occur between the photographed and printed material representation and the actual product.
2.6 Differences between the (final) result and the agreements made cannot serve as grounds for
rejection, discount, damages or dissolution of the agreement if those differences are reasonably of minor importance, taking
all the circumstances into account.
2.7 Any complaints must be filed with Alissa+Nienke VOF in writing at the earliest possible time but no later than ten (10)
business days after completion of the work commissioned, failing which the Client is deemed to have accepted the result of
the work commissioned in its entirety.
3 Engagement of third parties
3.1 Alissa+Nienke VOF shall have the right to engage third parties for the implementation of the contract or parts thereof.
3.2 Unless otherwise agreed, instructions to third parties in the context of the performance of the work commissioned are
given by or on behalf of the client. At the client’s request Alissa+Nienke VOF may act as an agent for the client’s account
and risk. The parties may agree on a fee for such agency.
3.3 If Alissa+Nienke VOF provides an estimate of third-party costs at the client’s request, that estimate is an approximation
only. If required, the Designer may apply for quotations at third parties on the client’s behalf.
3.4 If Alissa+Nienke VOF procures goods or services from third parties in the performance of the work commissioned, for
Alissa+Nienke VOF’s own account and risk and on the basis of an express agreement, whereby those goods or services
are passed on to the client, these general conditions of and/or any separate agreements made with that supplier with
regard to warranties and liability also apply to the client.
3.5 The Client may not engage any third parties without consultation with Alissa+Nienke VOF if that may influence the
performance of the work commissioned as agreed on with Alissa+Nienke VOF. The Parties will consult, if necessary, as to
which other contractors will be engaged and which work will be assigned to them.
3.6 Alissa+Nienke VOF is not liable for any errors or defects of products or services of third parties engaged by or on
behalf of the Client, irrespective of whether they have been introduced by Alissa+Nienke VOF. The Client itself must hold
those parties accountable. Alissa+Nienke VOF may assist in that regard if necessary.
4 Intellectual and other property rights
4.1 All intellectual property rights arising from the work commissioned – including patents, trademarks, drawing or design
rights and copyrights – in respect of the results of the work commissioned are vested in Alissa+Nienke VOF. Insofar as anyof such rights can be acquired only by means of an application or registration, Alissa+Nienke VOF will have the sole and
exclusive power to effect that application or registration, unless otherwise agreed.
4.2 The parties may agree that the rights referred to in paragraph 1 are transferred in whole or in part to the Client. Such
transfer and the conditions, if any, on which the transfer takes place must always be recorded in writing. Until the moment
of transfer, a right of use is granted as regulated in Article 5 of these General Terms and Conditions.
4.3 Alissa+Nienke VOF is entitled at any time to imprint his name on or in, or to remove it from, the result of the work
commissioned (or publicity related thereto) or to have his name imprinted on or in, or removed from, the result of the work
commissioned, in a manner that is customary for that result. Without Alissa+Nienke VOF’s prior consent the client may not
publish or reproduce the result without identifying Alissa+Nienke VOF by name.
4.4 Unless otherwise agreed, the (original) results (such as designs, design sketches, drafts, advice, reports, budgets,
estimates, specifications, design drawings, illustrations, photographs, prototypes, scale models, templates, prototypes,
products and partial products, films audio and video or other presentations, source codes and other materials or
(electronic) data files etc.) made by Alissa+Nienke VOF as part of the work commissioned remain Alissa+Nienke VOF’s
property, irrespective of whether they have been made available to the client or to third parties.
4.5 On completion of the work commissioned, neither the client nor Alissa+Nienke VOF will be under any custodian duty in
respect of any of the materials and data used, unless otherwise agreed.
5 Use of the result
5.1 Once the Client has fulfilled all his obligations under the agreement with Alissa+Nienke VOF, he acquires the right to
use the result of the work commissioned in accordance with the agreed purpose. If no such specific purpose has been
agreed on, the right of use is limited to that use of the design for which the commission was (manifestly) given. The right of
use is exclusive, unless otherwise apparent from the nature of the agreement or otherwise agreed.
5.2 If the result also relates to works that are subject to third-party rights, the parties will make additional agreements on
how the use of those works will be regulated.
5.3 Without Alissa+Nienke VOF’s prior written consent, the Client is not entitled to change the result of the work
commissioned, or to use or reuse it in a broader or different manner than agreed, or to allow third parties to do so.
Alissa+Nienke VOF may make that consent subject to conditions, including payment of a reasonable fee.
5.4 In the event of broader or different use on which no agreement was reached, including any modification, mutilation
or infringement on the provisional or final result, Alissa+Nienke VOF is entitled to compensation on the grounds of
infringement of his/her rights of at least three times the agreed fee, or a fee that is reasonably proportional to the
infringement committed, without losing any other rights.
5.5 The Client is not (or no longer) permitted to use the results made available, and any right of use granted to the Client
in the context of the work commissioned will lapse, unless the consequences conflict with the rules of reasonableness and
fairness:
a. the moment that the Client fails to perform or to fully perform his payment or other
obligations under the agreement, or is otherwise in default;
b. if the work commissioned is terminated prematurely for the reasons referred to in Article
8.1 of these General Terms and Conditions; or
c. if the client is declared bankrupt, unless the rights in question have been transferred to
the client in accordance with paragraph 2.
5.6 With due observance of the Client’s interests, Alissa+Nienke VOF may use the results at their
discretion for his own publicity, to secure commissions, for promotional purposes, including competitions and exhibitions,
etc., and to obtain them on loan, if physical results are involved.
6 Fees and additional costs
6.1 Alissa+Nienke VOF is entitled to a fee for the performance of the work commissioned. That fee may consist of an hourly
rate, a consultancy fee, a fixed amount, whether or not related to the project sum, or any other fee agreed on between the
parties.
6.2 In addition to payment of the agreed fee, Alissa+Nienke VOF is entitled to reimbursement of any costs incurred by him
in the performance of the work commissioned, such as administrative overheads, travel and accommodation expenses,
costs of prints, copies, (galley) proofs and prototypes, and costs of third parties related to advice, production, supervision,
etc. Those costs must be itemised beforehand to the extent possible, unless a mark-up percentage is agreed on.
6.3 Prices offered are exclusive of value added tax (VAT), exclusive of shipment costs and increased liability costs, exclusive
of import and export duties, excise duties, or other taxes or levies imposed or charged in relation to the products and their
transportation.
6.4 Alissa+Nienke VOF reserves the right to adjust prices in case of changes in production costs not attributable to
Alissa+Nienke VOF, such as major changes in prices of raw materials or in exchange rates and the like.
6.5 If Alissa+Nienke VOF is required to perform more or other work due to late delivery or non-delivery of complete, sound
and clear information and/or materials, any change or error in instructions or briefings, or any external circumstances, such
additional work is charged separately on the basis of Alissa+Nienke VOF’s usual fees. Alissa+Nienke VOF will then inform
the Client accordingly beforehand, unless that is impossible due to circumstances or the nature of the work does not allow
any delay.6.6 If the performance of the work commissioned is delayed or interrupted due to circumstances beyond Alissa+Nienke
VOF’s control, the costs involved, if any, are payable by the Client. Alissa+Nienke VOF must attempt to limit those costs to
the extent possible.
7 Payment and suspension
7.1 All payments must be made without any deduction, set-off or suspension within 30 days of the invoice date, unless
otherwise agreed in writing or stated in the invoice.
7.2 All goods delivered to the Client remain Alissa+Nienke VOF’s property until all the amounts that the Client owes
Alissa+Nienke VOF under the agreement concluded between the parties have been paid to Alissa+Nienke VOF.
7.3 If the Client fails to pay all or part of the amounts due, it owes statutory interest and out-of-court costs of collection,
amounting to at least 10% of the invoice amount, subject to a minimum of € 150, excluding VAT.
7.4 Alissa+Nienke VOF must arrange for timely invoicing. Alissa+Nienke VOF shall have the right, at its sole discretion, to
demand a prepayment as a precondition of a delivery or continuation of an ongoing delivery.
7.5 Alissa+Nienke VOF may suspend the performance of the work commissioned after the term for payment has expired
and the Client, after a written demand to make payment within 14 days, fails to make that payment, or if Alissa+Nienke VOF
is forced to conclude on the grounds of a statement or act on the part of the Client that payment will not be made.
8 Notice of termination and dissolution of the agreement
8.1 If the Client gives notice of termination of the agreement, without any breach on the part of Alissa+Nienke VOF, or if
Alissa+Nienke VOF dissolves the agreement on the grounds of breach by the Client in the performance of the agreement,
the Client is liable for damages in addition to Alissa+Nienke VOF’s fee and the costs incurred in connection with the work
performed until that time. In this context any conduct by the Client on the grounds of which Alissa+Nienke VOF cannot
reasonably be required to complete the work commissioned is also regarded as breach.
8.2 The damages referred to in the preceding paragraph of this Article include at least the costs arising from obligations
undertaken by Alissa+Nienke VOF in his own name with third parties for the performance of the work commissioned, as
well as at least 30% of the balance of the fee that the client would owe Alissa+Nienke VOF if the work commissioned were
completed in full.
8.3 Both Alissa+Nienke VOF and the Client have the right to terminate the agreement in whole or in part with immediate
effect, and all amounts due are payable immediately, if a petition in bankruptcy or a petition for a suspension or provisional
suspension of payment or for application of the debt rescheduling arrangement is filed in respect of the other party.
8.4 If Alissa+Nienke’s work consists of recurrently performing work of a similar nature, a continuing performance agreement
is involved, unless otherwise agreed in writing. Such an agreement may be terminated only by written notice given while
observing a reasonable notice period of no less than three months, during which period the client must continue to
purchase the customary amount of work from the Designer or must provide financial compensation.
9 Warranties and indemnities
9.1 Alissa+Nienke VOF warrants that the result has been designed by him or her or on his or her behalf and, if the result
is copyright-protected, that Alissa+Nienke VOF is the author within the meaning of the Auteurswet (Dutch Copyright
Act) and as the copyright owner has power of disposition of the work. Alissa+Nienke VOF warrants that, as far as he/she
knows or reasonably ought to know, the result of the work commissioned does not infringe any third-party rights and is not
otherwise unlawful.
9.2 If the Client uses the results of the work commissioned, it indemnifies Alissa+Nienke VOF or persons engaged
by Alissa+Nienke VOF in the performance of the work commissioned against any third-party claims arising from the
application or use of the result of the work commissioned. This is without prejudice to Alissa+Nienke VOF’s liability towards
the Client for failure to comply with the warranties referred to in the preceding paragraph and any other liability as referred
to in Article 10 of these General Terms and Conditions.
9.3 The Client indemnifies Alissa+Nienke VOF against any claim or action relating to intellectual property rights in materials
or information supplied by the Client and used in the performance of the work commissioned.
9.4 The products to be supplied by Alissa+Nienke VOF will meet the customer requirements and standards that can
reasonably be set at the moment of delivery and for which they are intended in the event of normal use. If applicable,
guarantee provisions of suppliers and third parties, such as producers and importers, will apply to the products supplied by
Alissa+Nienke VOF.
9.5 The Client will be required to inspect the products delivered immediately after receipt. Any defects established must
be reported to Alissa+Nienke VOF in writing, stating the reasons, within ten (10) days or in the case of external defects
immediately.
9.6 If it has been proven that a product is not in conformity with the agreement and the complaint was filed in a timely
manner, Alissa+Nienke VOF may, at its option, replace the product in question, arrange for repairs, or refund the invoice
price plus any shipping costs paid.
9.7 All data, designs and images regarding colours, materials, dimensions and finishing will be for information purposes
only. Divergences will not be reason for rejection, discount, dissolution of the agreement or damages if such divergences
are minor.9.8 In the event of use outside the Netherlands, the Client itself must verify whether the products are suitable for use there
and whether they meet the conditions and the applicable statutory and other requirements.
9.9 Alissa+Nienke VOF shall not be held responsible for damages caused by faulty installation or faulty maintenance
performed by the Client without the prior written consent of Alissa+Nienke VOF.
9.10 Alissa+Nienke VOF shall not be held responsible for any faulty repairs made by the Client or damages due to use in
inappropriate conditions or damages resulting from normal wear and tear.
9.11 Alissa+Nienke VOF shall not be held responsible for any damages or defects caused by shipment.
10 Liability
10.1 In the event of breach, Alissa+Nienke VOF must first be given written notice of default, setting a reasonable term in
which to perform his/her obligations, to correct any errors or to limit or reverse the loss.
10.2 Alissa+Nienke VOF is liable towards the Client only for direct damage attributable to Alissa+Nienke VOF.
Alissa+Nienke VOF’s liability for indirect damage, such as but not limited to consequential damage, loss of profits, loss
savings, mutilated or lost data or materials, or damage due to business interruption is excluded.
10.3 Except in the event of intent or wilful recklessness on the part of Alissa+Nienke VOF, Alissa+Nienke VOF’s liability is
limited to the fee that he or she charged for the work commissioned, or in any event the part of the work commissioned to
which the liability relates. That amount may not exceed EUR 45,000 and may in no event be higher than the benefit paid to
Alissa+Nienke VOF by the insurance company in the case in question. The amount for which Alissa+Nienke VOF is liable
in the case in question is reduced by any sums insured by the Client.
10.4 Any and all liability expires one year from the date on which the work commissioned has ended on the grounds of
completion, termination or dissolution.
11 Change in circumstances and force majeure
11.1 If the prices of raw materials or wages, import duties, taxes or other external costs increase after the conclusion of
the agreement (whether or not due to currency fluctuations), Alissa+Nienke VOF will have the right to adjust the purchase
price to that increase.
11.2 Alissa+Nienke VOF must inform the Client of such a circumstance as soon as possible, after which the Client will
have the right to dissolve the agreement within a period of eight (8) days, unless the increase is due to a statutory price
increase.
11.3 If Alissa+Nienke VOF is unable to perform the agreement due to an event of force majeure, Alissa+Nienke VOF will
have the right to dissolve all or part of the agreement or to suspend its obligations until the force majeure situation has
ended. The Client is then obligated to pay for any products or performances already delivered.
12 Other provisions
12.1 If the Client wishes to commission the work at the same time to parties other than Alissa+Nienke VOF, or has
previously already commissioned the work to another party, it must inform Alissa+Nienke VOF accordingly, stating the
names of those third parties.
12.2 The Client is not permitted to transfer or assign to third parties any of the rights under an agreement concluded with
Alissa+Nienke VOF, except in the event of transfer of the Client’s entire business or with Alissa+Nienke VOF’s written
consent.
12.3 Both parties must keep confidential any and all confidential information, facts and circumstances that come to
their knowledge in the context of the work commissioned, from each other or from any other source, of which they can
reasonably understand that their publication or disclosure to third parties might damage Alissa+Nienke VOF or the Client.
The same duty of confidentiality in respect of such facts and circumstances must be imposed on any third parties engaged
in the performance of the work commissioned.
12.4 If any provision of these General Terms and Conditions is void or voided, the other provisions of these General Terms
of Conditions continue to apply in full. In that case the parties will consult in order to agree on new provisions to replace
the void or voided provisions that are as closely as possible in keeping with the purpose and scope of the void or voided
provisions.
12.5 The headings of these General Terms and Conditions have been included for easy reference only and do not form part
of these General Terms and Conditions.
12.6 All agreements between Alissa+Nienke VOF and the Client are governed by Dutch law, also if an obligation is
performed abroad in full or in part or if the Client has its place of business there. The parties will first attempt to settle any
dispute that arises in consultation. Unless the parties have expressly agreed in writing on arbitration, the court of the city of
Eindhoven has jurisdiction to hear and decide on any disputes between the Designer and the client.
Alissa+Nienke VOF
CoC 59697687Studio location:
NRE-terrain / NUL ZES Building
Gasfabriek 3A
5613 CP Eindhoven - NL
instagram.com/alissanienke