TERMS AND CONDITIONS

1.1. The Terms and Conditions form an integral part of the agreement (the “Agreement”) between the Client and the Artist in which the specific services and/or the purchased ready-made works of art, as well as the price and shipping details, are set out in writing. In the event of a conflict between the provisions of the Agreement and the provisions of the Terms and Conditions, the provisions of the Agreement shall prevail.

1.2. The applicability of general terms and conditions used by the Client is explicitly rejected by the Artist.

2.1. In addition to the Commission, the Client can also purchase ready-made paintings and/or prints (the “Ready Mades”) and/or other services, such as but not limited to masterclasses and art therapy sessions, (the “Other Services”), as shown on the website of the Artist.

2.2. The Client shall pay a fixed fee (the “Fee”), as mentioned on the website and/or stipulated in the Agreement, when purchasing the Ready-mades. The Fee shall be invoiced before the shipping and/or (digital) provision of the Ready Mades or the Other Services.

2.3. The Artist reserves the right to cease the provision of the Services and cancel any printing and/or shipping orders in the event that any invoice, regarding the Ready Mades and/or the Other Services, sent by The Artist to the Client remains unpaid for at least seven (7) days after its due date, notwithstanding any other claims, such as but not limited to claims concerning the compensation of any direct or indirect damages suffered by The Artist as a result of the non- payment.

3.1. The Client commission a painting and/or digital art (the “Commission”). The Artist and the Client discuss the details of the Commission during an intake meeting in order to decide the size, colours and other characteristics that are important regarding the Commission.

3.2. After the Parties have determined the scope of the Commission as well as the compensation which shall be paid by the Client (the “Compensation”), the Artist will start on the work of art that is commissioned by the Client. Twenty percent (20%) of the Compensation, which is stipulated in the Agreement, shall be invoiced in advance as an investment. When the 
Commission is completed by the Artist, the Client shall be shown the final result (the “Final Result”) and the remaining eighty percent (80%) of the Compensation shall be invoiced.

3.3. In the event that the Client accepts the Final Result, the Client receives the Final Result. If the Commission was for a material painting, the Client shall receive the material work itself. In the event that the Commission was for digital art, the Client shall receive the material the Final Result as a digital file. 


3.4. In the event that the Final Result is not accepted by the Client, the Client gets the opportunity to request one (1) round of refinements of the Final Result. For every extra round of adjustments, the Artist shall invoice an addition fee based on her hourly fee of €50,- ex VAT, together with the remaining eighty percent (80%) of the Compensation. 


3.5. In the event that the Client chooses not to request any refinements and/or Client does not accept the Final Result, the twenty percent (20%) of the Compensation, which were paid in advance cannot be reimbursed by the Client. 


3.6. The Artist reserves the right to cease the completion of the Commission, in the event that the advance payment of twenty percent (20%) of the Compensation remains unpaid for at least seven (7) days after its due date, notwithstanding any other claims, such as but not limited to claims concerning the compensation of any direct or indirect damages suffered by The Artist as a result of the non-payment.

3.7. The Client and The Artist shall be regarded as independent contracting Parties. The cooperation between the Parties under the Agreement may under no circumstances be regarded as a partnership, joint venture or employer/employee relationship. Each of the Parties will be solely responsible for the correct payment of salary, wage tax and employers' and employees' insurance contributions for the benefit of persons deployed by the Parties in the performance of the Agreement.

4.1. Upon concluding the Agreement, the Client and The Artist shall agree on the term of the Agreement. If at any time this term proves to be no longer feasible, The Artist shall inform the Client as soon as possible and the Parties shall jointly determine in good mutual consultation how the Agreement shall be maintained. The Parties will adjust the Agreement if necessary by written addendum. 


4.2. The Artist is entitled to terminate the Agreement and/or suspend the provision of services, notwithstanding any claims that can be enforced by The Artist, including but not limited to claims concerning the compensation of damages, with immediate effect upon prior written notice to the Client in the event that: 


a. the Client is in material breach of its obligations hereunder and such breach is not remedied within fourteen (14) days of receipt of written notice from The Artist specifying the breach and requiring it to be remedied;

b. force majeure applies as defined and stipulated in clause 7 of the Terms and Conditions; 


c. circumstances, other than force majeure apply, which could not be foreseen at the time of entering the Agreement and which make it impossible or unreasonable to (further) execute 
the Agreement;

d. either of the Parties is dissolved, liquidated, wound up, discontinued, or relocated abroad, 
or a decision is taken in this respect and/ or either of the Parties applies for an adjunction in bankruptcy or a suspension of payments and/or either of the Parties is declared bankrupt or granted a suspension of payments; and/or 


e. any event that is analogous to the events referred to in this article under the laws of the jurisdiction of the Netherlands.

4.3. The Client shall only be entitled to terminate the Agreement in the interim, in the event that force majeure applies and The Artist is not able to and/or fails to perform as stipulated in clause 7 of the Terms and Conditions. A material breach does not include an announced delay, postponement and/or suspension of the Services by The Artist due to an event of force majeure and/or other unforeseeable circumstances and/or a material breach by the Client under the Agreement.

4.4. Returns of original artworks and prints by the Client are not accepted, regardless of whether it concerns a Commission or Ready Made.

5.1. All intellectual property rights, such as copyrights, including but not limited to the rights described in Articles 45a to 45g of the Copyright Act, and/or neighboring rights, that are vested in the works of art, created by the Artist, regardless of whether being Commissions or Ready Mades (jointly referred to as: the “Works”) shall at all times belong exclusively to The Artist.

5.2. The Client is granted a non-exclusive, non-transferable, royalty-free license for an unlimited period of time to use the Works solely for the intended purpose and in all cases strictly for personal, non-commercial purposes, unless agreed on otherwise in writing ("Permitted Use"). The Deliverables may not be used or exploited commercially regardless of the context. Every reproduction, copy, publication and/or any other use of the Works shall be according to the Permitted Use, unless approved in writing by The Artist. 


5.3. Any involvement of the Client, including but not limited to any requested refinements and/or any idea’s which the Client proposed to The Artist during the provision of Services and/or in the process of making the Works, shall not lead to the ownership of the (intellectual property) rights that are vested in the Works. Insofar as the Client is deemed to be the creator of the Works according to the applicable Copyright Laws and therefore owns the Intellectual Property Rights, the Client is deemed to have fully, exclusively and unconditionally transferred them to the Artist by concluding the Agreement, including all existing and future rights for all current and future forms of exploitation, regardless the medium that is used. If required, the Client undertakes the necessary steps in order to complete the aforementioned transfer. The Client shall not stipulate any royalties for the transfer of rights. 


6.1. The Artist shall only be liable for direct damage to the extent of gross negligence or fault and on the understanding that such liability shall at all times be limited to the value of the Agreement. 


6.2. The Client is liable for all damages suffered by the Artist in the performance of and/or in the context of the Agreement, including but explicitly not limited to consequential, indirect and delay damage. The Client also indemnifies the Artist against claims from third Parties in this respect.

6.3. The Services performed by The Artist in the context of the Agreement are solely intended for the Client. Third Parties are not permitted to use (the results of) the Services. The Client shall be liable for all damages the Artist suffers due to unlawful use of the Works and/or the results of the Services by third Parties.

6.4. The Artist can never held liable for any taxes and/or other expenses which are incurred by the Client which are related to the assignment for the Commission and/or the purchase of Ready Mades and/or other services. These expenses and/or taxes shall not be compensated by the Artist. 


6.5. The Artist can never be held liable for any damage, of whatever nature, caused by service provider(s), including but not limited to print shops and/or shipping agencies, engaged by the Artist with the Client's consent. If a service provider wishes to limit its liability, the Artist shall accept such limitation on behalf of the Client. 


7.1. Under the Agreement, an event of force majeure is defined as any circumstance, act, event, omission or accident beyond the reasonable control of the Party whether or not foreseeable at the time of entering the Agreement, which prevents, delays, or interferes with the Party’s performance of any of its obligations under the Agreement, including but not limited to fire, earthquake, flood, strike or lockout or other labour dispute, act of God, epidemic, pandemic (including without limitation COVID-19) or public enemy, war or armed conflict, act of terrorism, any local, state, federal, national or international law, governmental order or regulation (including but not limited to any applicable government public health advice regarding epidemics and pandemics, including COVID-19), third party breach of contract or any injunction or other material interference with the Party’s work or any other event beyond the Party’s control (the “Event of Force Majeure”).

7.2. The Artist shall not be in breach of the Agreement nor liable for any failure to perform or delay in performing, its obligations under the Agreement caused directly or indirectly by the Event of Force Majeure. In such event, the corresponding obligations of the Artist shall be suspended accordingly until the Event of Force Majeure has passed and the Artist is able to continue the provision the Services. 


7.3. In the case that the Artist is not able to perform its obligations under the Agreement after the Event of Force Majeure has passed, the Client has the right to terminate the Agreement in the interim, in accordance with clause 4.3. of the Terms and Conditions.

The Parties each agree that, unless written consent of the other party and/or they are required to disclose certain information by national authorities and/or they need to disclose information to third party in order to comply with the obligations of the Agreement, any information of a confidential nature (including without limitation, the terms of the Agreement, trade secrets and information of a commercial value, and any information which the receiving party, acting reasonably, should recognise as confidential in the circumstances) shall at all times be kept confidential and shall not be used for their own purposes.

9.1. Based on and/or in execution of the Agreement, the Client provides personal data to The Artist. This may include but not be limited to name, address, place of residence, telephone number, email address, date of birth and/or bank (account) details (hereinafter called the “Personal Data”). The Artist processes the Personal Data in accordance with the General Data Protection Regulation of the European Union (GDPR) and its privacy policy. The Client declares to agree to this processing of the Personal Data. The Client is informed that the Personal Data will be included in a database and processed in accordance with The Artist’ privacy policy. The database will be kept confidential. 


9.2. The Parties hereby establish that The Artist is to be regarded as controller for the data processing performed and/or to be performed by it in relation to the Agreement and concerning the Personal Data. The Artist also guarantees that the Personal Data will be stored securely and in accordance with the statutory retention periods. In the unlikely event of a security breach leading to the accidental or unlawful destruction, loss, modification or unauthorised disclosure of or access to personal data transmitted, stored or otherwise processed (also known as: data breach) obtained in the context of the Agreement, The Artist shall notify the Client immediately, but no later than twelve (12) hours after its discovery, and shall immediately comply with the applicable laws and regulations of the Dutch Data Protection Authority with regard to data breaches. relating to data breaches - in proper consultation with Client - without delay. 


9.3. In the event that the Deliverables are to be shipped to one or more third Parties which are not a party to the Agreement (the “Third Parties”), the Client shall arrange for the consent from the Third Parties for the processing of their personal data, such as the name and the address of the Third Parties, for the purpose of the shipping, and indemnify The Artist for all claims that can possibly be made by the Third Party based on the GDPR or any other (data protection) laws and/or legislation. In this context, the Client is deemed to be the controller and The Artist is 
deemed to be the processor under the GDPR. In that event, the Parties shall conclude processing agreements with each other in order to establish the mutual and individual responsibilities concerning the processing of personal data of the Third Parties.

10.1. The Parties declare that they are both fully competent to enter the Agreement.

10.2. The Parties may not transfer the obligations under the Agreement to a third party, unless with the prior written consent of the other Party.

10.3. If one or more individual provisions of the Agreement are found to be invalid, this shall not affect the validity of other provisions of the Agreement. The Parties shall replace the provision(s) in question by one or more new provisions, which correspond as far as possible to the original provision(s).

10.4. The Agreement and the Terms and Conditions are governed by Dutch law. The competent court in Amsterdam shall have exclusive jurisdiction to hear all disputes that may arise between the Parties arising from or in connection with (the performance of) the Agreement as well as in connection with the Terms and Conditions.