GENERAL TERMS AND CONDITIONS

Article 1. Definitions

In these general terms and conditions, the following terms shall have the meanings set out below:

1. SOPHIA MAE: the company as defined in Article 2 of these general terms and conditions;

2. Counterparty: the customer with whom SOPHIA MAE has concluded an Agreement and/or the party negotiating with SOPHIA MAE regarding such an Agreement;

3. Consumer: a natural person who does not act in the exercise of a profession or business;

4. Agreement: any arrangement/assignment between SOPHIA MAE and the Counterparty for the supply of Products by SOPHIA MAE to the Counterparty;

5. Party/Parties: the Counterparty and SOPHIA MAE jointly, or each as an individual contracting party;

6. Written / in Writing: communication by email or WhatsApp;

7. Third Party/Parties: any natural or legal persons not part of this Agreement;

8. Product(s): the Products offered by SOPHIA MAE on the webshop sophia-mae.com, including but not limited to skincare, body care and hair care products, make-up products, perfumes, lifestyle and home products, and online Gift Cards;

9. Gift Card(s): a prepaid credit issued by SOPHIA MAE that can be used by the Counterparty to purchase Products via cs@sophia-mae.com.

Article 2. Identify of SOPHIA MAE B.V.

Company name: SOPHIA MAE B.V.
Street and number: Amsterdamsestraatweg 29B
Postal code and city: 1411 AW Naarden
Chamber of Commerce (KvK) number: 80484018
Email: cs@sophia-mae.com

Article 3. General Provisions

1. These general terms and conditions apply to every offer and all (legal) acts of SOPHIA MAE, as well as to every Agreement concluded between SOPHIA MAE and the Counterparty.

2. Before the Agreement is concluded, the text of these general terms and conditions will be made available to the Counterparty electronically in such a way that the Counterparty can easily store them on a durable data carrier. If this is not reasonably possible, SOPHIA MAE will, before the Agreement is concluded, indicate where the general terms and conditions can be accessed electronically, or that they will be sent free of charge to the Counterparty electronically or by other means upon request.

3. Deviations from or additions to these general terms and conditions are only valid if expressly agreed upon in Writing.

4. If SOPHIA MAE does not always require strict compliance with these general terms and conditions, this does not imply that the provisions thereof do not apply, nor that SOPHIA MAE in any way forfeits the right to demand strict compliance with the provisions of these general terms and conditions in other cases.

5. If, and insofar as, on the grounds of reasonableness and fairness—or due to the unreasonably burdensome nature of a provision—any provision of these general terms and conditions cannot be invoked, such provision shall, with regard to its content and intent, be interpreted in a manner that most closely reflects it, allowing SOPHIA MAE to invoke it nonetheless.

6. SOPHIA MAE is entitled to engage Third Parties for the performance of the Agreement.

7. Information and statements on the SOPHIA MAE Webshop are subject to (typographical) errors.

Article 4. The Assortment

1. All Products offered in the SOPHIA MAE Webshop are subject to availability.

2. SOPHIA MAE strives to describe the Products as accurately as possible; however, minor deviations in colour, size, weight, or shape may occur and are not binding upon SOPHIA MAE.

3. Obvious mistakes or obvious errors, including but not limited to incorrectly displayed prices, shall not bind SOPHIA MAE. If you have doubts regarding the validity of a price and/or offer, please contact us at cs@sophia-mae.com.

4. SOPHIA MAE reserves the right to limit offers, discounts, or promotions to a specific period, stock, or customer group, as stated on the website.

Article 5. The Agreement

1. The Agreement between SOPHIA MAE and the Counterparty is concluded at the moment the Counterparty completes an order via the Webshop and the payment is authorised through the available payment methods.

2. SOPHIA MAE will confirm receipt of the order by email. This confirmation serves as evidence of the Agreement but does not constitute an acceptance of an offer.

3. SOPHIA MAE implements appropriate technical and organisational measures to secure the electronic transfer of data and ensures a safe web environment. If the Counterparty can make electronic payments, SOPHIA MAE will take the appropriate security measures to facilitate this.

4. Should any provision of these general terms and conditions or of the Agreement prove null and void or be annulled, this shall not affect the validity of the general terms and conditions or the Agreement as a whole. The Parties shall consult to agree on a new provision to replace the void or annulled provision, ensuring that the purpose and intent of the original provision are preserved as much as possible.

5. SOPHIA MAE reserves the right not to execute a concluded Agreement, for example if it has reasonable doubt or information indicating that the Counterparty will not—or may not be able to—meet its (financial) obligations. If SOPHIA MAE refuses performance, it shall notify the Counterparty of this refusal in Writing within a reasonable period after the Agreement has been concluded.

6. The Counterparty’s right of suspension and right of set-off are excluded if the Counterparty acts in the exercise of a profession or business. This provision therefore does not apply if the Counterparty is acting as a Consumer.

7. In addition to the previous paragraph, SOPHIA MAE retains the right of set-off and/or suspension in the event of outstanding claims against the Counterparty, or in cases where the Counterparty fails to fulfil its obligations properly, fully, or in a timely manner.

8. These general terms and conditions also apply to future, additional, and/or follow-up assignments.

9. If the Counterparty has accepted the offer electronically, SOPHIA MAE shall promptly confirm receipt of the acceptance by electronic means.

Article 6. Right of Withdrawal 

1. A Consumer may dissolve a distance Agreement or an Agreement concluded outside the sales area without providing any reason within a period of fourteen (14) days. In the case of a consumer purchase, this period begins on the day on which the Consumer, or a Third Party designated by the Consumer who is not the carrier, has received the Product.

2. The right of withdrawal expressly does not apply if the Counterparty is not a Consumer.

3. By way of derogation from paragraph 1 of this article, and in accordance with applicable legislation, the right of withdrawal is also excluded for Products which, for reasons of hygiene or safety, cannot be returned—such as make-up, perfumes, and sealed personal care products whose seal has been broken.

4. If the Consumer wishes to exercise the right of withdrawal, they must first register the return via the returns portal in the SOPHIA MAE Webshop.

5. When registering the return, the Consumer must indicate which Products are being returned and the reason for the return. The Consumer also selects the carrier.

6. The Consumer shall bear the direct costs of returning the Product. The amount of these costs depends on the size of the Product and is calculated based on standard shipping rates.

7. After the Consumer has paid the return shipping costs, SOPHIA MAE will provide a return label, which the Consumer must affix to the package before dispatching it.

8. If the Consumer has chosen a more expensive method of delivery than the cheapest standard delivery option, SOPHIA MAE is not obliged to refund the additional costs associated with the more expensive delivery method.

9. The Consumer shall return the Products as soon as possible, but no later than fourteen (14) days after having notified SOPHIA MAE of their intention to exercise the right of withdrawal. The Consumer shall return the Product together with all supplied accessories, in its original condition and packaging where reasonably possible, and in accordance with the reasonable and clear instructions provided by SOPHIA MAE.

10. Products must be returned by the Consumer undamaged, unused, and—with respect to sealed Products—with the seal intact.

11. If a Consumer is entitled to exercise the right of withdrawal, the Consumer is responsible for returning the Product in the correct condition and within the required timeframe. The risk and burden of proof for the proper and timely exercise of the right of withdrawal rest with the Consumer.

12. If the Consumer acts in violation of this article, the Consumer shall be liable for any depreciation and/or damage to the Products.

13. If the Consumer exercises their right of withdrawal, SOPHIA MAE shall refund the relevant amount as soon as possible, but no later than fourteen (14) days after the return or withdrawal. SOPHIA MAE may withhold the refund until it has received the Product or until the Consumer has demonstrated that the Product has been returned, whichever occurs first.

14. SOPHIA MAE shall use the same payment method for the refund as was used by the Consumer for the original transaction, unless the Consumer agrees to another method. The refund is free of charge for the Consumer.

15. If an order has been paid in whole or in part with a Gift Card as referred to in Article 8 of these terms and conditions, and Products are returned, the refundable amount shall be credited to the existing Gift Card or issued on a new Gift Card.

16. If the refundable amount exceeds the original amount paid using the Gift Card, the remaining balance shall be refunded via the payment method used by the Counterparty.

Article 7. Obligations of the Counterparty

1. The Counterparty shall ensure that all data and information which SOPHIA MAE indicates are necessary for the execution of the Agreement—or which the Counterparty should reasonably understand to be necessary for the execution of the Agreement—are provided to SOPHIA MAE in a timely, complete, truthful, and correct manner. SOPHIA MAE is not obliged to verify the accuracy of the information provided. Any defects related to this, or arising from this, are entirely at the expense and risk of the Counterparty. All costs incurred or to be incurred by SOPHIA MAE as a result of incorrect information and/or the late or non-receipt of the required information will be charged to the Counterparty.

2. The Counterparty is obliged to inform SOPHIA MAE without delay of any facts and circumstances that may be relevant to the performance of the Agreement.

3. If the Counterparty fails to comply with these obligations—including but not limited to the obligations described above—SOPHIA MAE reserves the right to dissolve the Agreement with immediate effect and to claim payment from the Counterparty for all costs already incurred, without the Counterparty being entitled to compensation or any other form of remedy, in addition to any sanctions referred to in this article.

Article 8. Gift Cards

1. Gift Cards may be purchased by the Counterparty exclusively online through the SOPHIA MAE website. Upon purchase, the Gift Card will be sent by SOPHIA MAE to the email address provided by the Counterparty.

2. SOPHIA MAE reserves the right to determine and/or amend the available denominations and the maximum value that can be loaded onto a Gift Card.

3. It is not possible for the Counterparty to exchange a Gift Card for cash and/or to use it for the purchase of another Gift Card.

4. A Gift Card may only be used for the purchase of Products via cs@sophia-mae.com and is not transferable to Third Parties.

5. SOPHIA MAE reserves the right to refuse a Gift Card if fraud, misuse, or theft is suspected.

6. The Counterparty is responsible for storing and safeguarding the Gift Card and the associated code.

7. If the value of a Gift Card is not sufficient to pay for an order in full, the Counterparty may pay the remaining amount using another available payment method offered through the webshop (such as iDeal, Credit Card (MasterCard and Visa), Klarna, Apple Pay, Bancontact, Cartes Bancaires).

8. The remaining balance on a Gift Card remains valid for future purchases and cannot be reloaded.

9. A Gift Card automatically expires once its balance has been fully used.

10. The current balance of a Gift Card can be checked during checkout or requested from SOPHIA MAE via cs@sophia-mae.com.

11. Gift Cards are excluded from exclusive promotions and offers unless expressly stated otherwise in Writing.

Article 9. Termination and Dissolution

1. The Agreement shall terminate by operation of law once the Parties have fully fulfilled their obligations.

2. If the Counterparty fails to comply with one or more of its obligations, fails to comply on time, or fails to comply properly; is declared bankrupt; applies for (provisional) suspension of payment; proceeds to liquidate its business; or if its assets are seized in whole or in part, SOPHIA MAE shall have the right to suspend the performance of the Agreement or to terminate and/or dissolve the Agreement in whole or in part by means of a Written notice, without prior notice of default and by operation of law. This shall be at SOPHIA MAE’s discretion and always without prejudice to its right to claim compensation for costs, damages, and interest.

3. If the Agreement is dissolved, any claims that SOPHIA MAE has against the Counterparty shall become immediately due and payable.

Article 10. Liability

If the Counterparty is a Consumer:

1. The total liability of SOPHIA MAE is limited to compensation for damages up to the amount of the fee agreed for that specific Agreement (excluding VAT). In no event shall the total compensation exceed the amount paid out under SOPHIA MAE’s liability insurance.

2. The liability of SOPHIA MAE for damages resulting from intent or deliberate recklessness on the part of SOPHIA MAE is not excluded or limited.

If the Counterparty acts in the exercise of a profession or business:

3. SOPHIA MAE shall not be liable for indirect or direct damages. The liability of SOPHIA MAE for damages resulting from intent or deliberate recklessness on the part of SOPHIA MAE is not excluded.

4. If, in a specific case, SOPHIA MAE can nonetheless be held liable—regardless of the provisions in this article—such liability shall apply only to direct damages. In such cases, the total liability of SOPHIA MAE shall be limited to compensation up to the amount of the fee agreed for that specific Agreement (excluding VAT).

5. The amount of compensation shall never exceed the amount paid out under SOPHIA MAE’s liability insurance.

6. Should SOPHIA MAE be held liable for direct damages, direct damages shall exclusively mean:
a. the reasonable costs the Counterparty would incur to have the performance of SOPHIA MAE comply with the Agreement; however, these substitution costs will not be reimbursed if the Agreement is dissolved by or at the request of the Counterparty;
b. the reasonable costs incurred to determine the cause and extent of the damage, insofar as such determination relates to damage as defined in these general terms and conditions;
c. the reasonable costs incurred to prevent or limit damage, insofar as the Counterparty can demonstrate that such costs contributed to limiting damage as defined in these general terms and conditions.

7. The Counterparty shall indemnify SOPHIA MAE against any claims from Third Parties who suffer damage in connection with the performance of the Agreement.

General provisions regarding liability:

8. A condition for any right to compensation is that the Counterparty reports the damage to SOPHIA MAE in Writing as soon as possible after it has arisen. Any claim for compensation against SOPHIA MAE shall lapse by the mere expiry of twelve (12) months after the claim has arisen.

9. SOPHIA MAE is not liable for damage caused by auxiliary persons as referred to in Section 6:76 of the Dutch Civil Code.

10. SOPHIA MAE is not liable for any technical errors in the redemption of a Gift Card, including but not limited to incorrect entry of codes or system failures.

11. SOPHIA MAE is not liable for any damage of whatever nature if SOPHIA MAE has relied on incorrect and/or incomplete information provided by the Counterparty, or if the Counterparty has provided such information too late.

12. SOPHIA MAE is not liable for any damage suffered by the Counterparty as a result of the Counterparty’s failure to comply with the obligations as described in Article 7 – “Obligations of the Counterparty”.

Article 11. Force Majeure

1. In addition to the provisions of Section 6:75 of the Dutch Civil Code, a failure by SOPHIA MAE to fulfil any obligation towards the Counterparty cannot be attributed to SOPHIA MAE in the event of circumstances beyond its control which prevent the fulfilment of its obligations towards the Counterparty in whole or in part, or as a result of which fulfilment of its obligations cannot reasonably be required of SOPHIA MAE. Such circumstances include, but are not limited to, non-performance by suppliers or other Third Parties, (power) outages, computer viruses, extreme weather conditions, fire or risk of fire, (imminent) danger of war, pandemics, epidemics, quarantines, absenteeism due to illness, incapacity for work, strikes, government measures, and the breakdown of vehicles and equipment used to transport the Products.

2. If a situation as referred to in paragraph 1 of this article occurs whereby SOPHIA MAE is unable to fulfil its obligations towards the Counterparty, such obligations shall be suspended for as long as SOPHIA MAE is unable to fulfil them. If the force majeure situation has lasted for thirty (30) calendar days, both Parties shall have the right to dissolve the Agreement in whole or in part by means of a Written notice. In such a case, SOPHIA MAE shall not be obliged to compensate any damage, even if SOPHIA MAE derives any benefit from the situation of force majeure.

3. If the Agreement ends on the basis of force majeure as referred to in this article, SOPHIA MAE shall be entitled to payment for the hours already worked or investments already made at the time the Agreement is terminated.

Article 12. Complaints and Defective Products

1. Complaints regarding damaged, incorrect, or defective deliveries and/or a damaged, incorrect, or defective Product must be reported by the Counterparty to SOPHIA MAE in Writing within forty-eight (48) hours of receipt of the Products via cs@sophia-mae.com, stating the order number and including a clear description of the problem.

2. If a complaint is not reported to SOPHIA MAE within the period referred to in the previous paragraph, the Product shall be deemed to conform to the Agreement and to function in accordance with the Agreement.

3. SOPHIA MAE will assess the complaint at its own discretion. If the complaint is declared justified within the stated period, SOPHIA MAE has the right to either deliver the Product again or to refrain from delivery and issue a refund to the Counterparty for (that part of) the purchase price.

4. The risk of damage or loss of the Product lies with the Counterparty until the Product has been received by SOPHIA MAE.

5. Minor and/or industry-standard deviations and differences in quality, quantity, size, or finish of the Products cannot be invoked against SOPHIA MAE.

6. Complaints relating to a specific Product do not affect other Products included in the same Agreement.

Article 13. Fees / Prices

1. All amounts are in euros and include VAT and other government-imposed levies, unless otherwise agreed.

2. During the validity period stated in the offer, the prices of the offered Products shall not be increased, except for price changes resulting from adjustments to VAT rates.

3. A composite price quotation does not obligate SOPHIA MAE to perform part of the Agreement for a corresponding portion of the quoted price.

4. All prices stated by SOPHIA MAE are subject to typographical and calculation errors.

5. Discounts and quoted prices do not automatically apply to future and/or follow-up Agreements.

Article 14. Payment and Invoicing

1. The Counterparty is required to pay the amount due immediately at checkout via one of the available payment methods in the SOPHIA MAE Webshop, unless otherwise agreed in Writing.

2. The Counterparty is obligated to promptly notify SOPHIA MAE of any inaccuracies in the provided or stated payment information.

3. If the Counterparty fails to meet its payment obligations on time, SOPHIA MAE will notify the Counterparty of the late payment and grant a period of seven (7) days to still fulfil those obligations. If payment is not made within this seven-day period, the Counterparty shall be in default. As a result, the Counterparty owes statutory (commercial) interest on the outstanding amount. Additionally, SOPHIA MAE is entitled to charge extrajudicial collection costs.

4. In the case of an Agreement with a Consumer, the period referred to in the previous paragraph shall be fourteen (14) days instead of seven (7) days.

5. Payments made by the Counterparty shall always be applied first to any outstanding interest and costs, and second to the oldest outstanding invoices, even if the Counterparty states that the payment relates to a later invoice.

Article 15. Delivery

1. The place of delivery shall be the address provided by the Counterparty to SOPHIA MAE at the time the Agreement was concluded.

2. The delivery period shall not commence until all information required for the delivery of the Product has been provided to SOPHIA MAE.

3. The risk of damage and/or loss of Products shall lie with SOPHIA MAE until the moment of delivery and placement at the Counterparty’s address, or at the address of a representative designated in advance and communicated to SOPHIA MAE, unless expressly agreed otherwise in Writing.

4. If the Products are delivered, SOPHIA MAE is entitled to charge delivery costs, unless expressly agreed otherwise in Writing.

5. All delivery periods are indicative. The Counterparty cannot derive any rights from any stated periods. Exceeding a delivery period does not entitle the Counterparty to compensation.

6. In principle, the Counterparty is obliged to accept the Products at the moment SOPHIA MAE delivers them or has them delivered. If the Counterparty refuses acceptance, is not present at the time of delivery, or fails to provide necessary information or instructions for the delivery—resulting in the need for a new delivery attempt—SOPHIA MAE is entitled to execute or have this delivery executed at the expense of the Counterparty.

Article 16. Retention of Title

1. Ownership of all Products sold and delivered by SOPHIA MAE to the Counterparty shall remain with SOPHIA MAE insofar as the Counterparty has not fulfilled:
a. the claims arising from the Agreement or previous similar agreements;
b. the claims arising from future agreements as referred to in Article 3:92 paragraph 2 of the Dutch Civil Code;
c. the amounts due for work performed or to be performed under this or similar Agreement(s); and/or
d. the claims of SOPHIA MAE due to breach of obligations, including claims relating to penalties, interest, and costs as referred to in Article 3:92 of the Dutch Civil Code.

2. The Counterparty is not authorised to pledge or otherwise encumber the Products subject to retention of title.

3. When exercising the retention of title, SOPHIA MAE shall be entitled to unhindered access to the Product. The Counterparty shall fully cooperate to enable SOPHIA MAE—or a Third Party engaged by SOPHIA MAE—to exercise its retention of title by reclaiming the Product. The Counterparty hereby grants SOPHIA MAE, or any Third Party appointed by SOPHIA MAE, unconditional and irrevocable permission to enter all locations where the Products are situated and to take possession of them in all situations in which SOPHIA MAE wishes to exercise its ownership rights.

4. If the Counterparty has acquired ownership of the Products delivered under retention of title through accession or commingling, and the Counterparty has not yet fulfilled the claims referred to in paragraph 1, the Counterparty shall, at the request of SOPHIA MAE, be obliged to retransfer ownership of the delivered items to SOPHIA MAE. If this requires the establishment of a right of superficies as referred to in Article 5:101 of the Dutch Civil Code, the Counterparty is obliged to cooperate.

5. If Third Parties levy attachment on the Products delivered under retention of title or seek to establish or assert rights thereto, the Counterparty is obliged to notify SOPHIA MAE thereof as soon as can reasonably be expected.

Article 17. Transfer

1. The rights and obligations of the Counterparty under this Agreement may not be transferred to a Third Party without the prior Written consent of SOPHIA MAE. This provision constitutes a clause with proprietary effect as referred to in Article 3:83 paragraph 2 of the Dutch Civil Code.

2. The rights and obligations of SOPHIA MAE under this Agreement may be transferred to Third Parties. If the Counterparty is a Consumer, the Counterparty shall have the right to dissolve the Agreement if the rights and obligations of SOPHIA MAE are transferred to a Third Party. This provision also constitutes a clause with proprietary effect as referred to in Article 3:83 paragraph 2 of the Dutch Civil Code.

Article 18. Intellectual Property

1. All intellectual property rights related to and/or resulting from the Agreement performed by SOPHIA MAE shall rest with SOPHIA MAE. The Counterparty shall acquire only the non-exclusive and non-transferable usage rights expressly granted by these general terms and conditions and by law. Any other or more extensive rights of the Counterparty are excluded.

2. Unless expressly agreed otherwise in Writing, the Counterparty is not authorised to grant sub-licences to Third Parties.

3. The Counterparty shall indemnify SOPHIA MAE against any claims by Third Parties relating to intellectual property rights.

4. If the Counterparty acts in violation of this article, the Counterparty shall owe an immediately payable penalty equal to three (3) times the fee agreed for the relevant Agreement, without prejudice to SOPHIA MAE’s right to claim (additional) damages.

Article 19. Applicable Law

1. All Agreements between SOPHIA MAE and the Counterparty shall be governed exclusively by Dutch law.

2. Parties shall attempt to resolve any disputes through amicable consultation as far as possible. All disputes between the Counterparty and SOPHIA MAE shall be submitted exclusively to the competent court in the district in which SOPHIA MAE is established, being the District Court of Amsterdam.

Article 20. Survival

1. The provisions of these general terms and conditions and the Agreement that are intended to remain in effect after termination of the Agreement shall continue to apply in full after the Agreement has ended.

Article 21. Amendment or Supplementation

1. SOPHIA MAE is entitled to unilaterally amend or supplement these general terms and conditions. In such cases, SOPHIA MAE shall notify the Counterparty of the amendments or supplements in a timely manner.

2. At least thirty (30) days shall pass between this notification and the entry into force of the amended or supplemented terms and conditions.

3. If the Counterparty is a Consumer, the Counterparty has the right to refuse the amendment to these general terms and conditions or to dissolve the Agreement.

4. If the amendment referred to in the previous paragraph is based on a valid reason stated in the Agreement, the Counterparty shall not have the right to refuse the amendment or to dissolve the Agreement. An example of a valid reason is a change in legislation requiring amendments to the terms and conditions.