Seen by Maxime
Email: contact@seenbymaxime.com
Website: www.seenbymaxime.com
Article 1 - Definitions
- Seen by Maxime: Seen by Maxime, based in Heerlen, Chamber of Commerce number 74401025.
- Customer: The person with whom Seen by Maxime has entered into an agreement.
- Parties: Seen by Maxime and Customer together.
- Consumer: a Customer who is also an individual acting as a private person.
Article 2 - Applicability
- These terms apply to all offers, quotations, activities, orders, agreements, and deliveries of services or products by or on behalf of Seen by Maxime.
- Deviations from these terms are only possible if agreed in writing.
- Seen by Maxime and the Customer expressly exclude the applicability of the Customer's or third parties' general terms and conditions.
Article 3 - Prices
- Seen by Maxime applies prices in euros, excluding VAT and any additional costs such as administration or shipping costs, unless otherwise agreed in writing.
- Seen by Maxime may always change the prices of its services and products on its website and in other communications.
- Seen by Maxime and the Customer agree on a total amount as a target price for a service, unless otherwise agreed in writing.
- Seen by Maxime may deviate up to 10% from the target price.
- Seen by Maxime must inform the Customer in good time why a higher price is justified if the target price exceeds by more than 10%.
- The Customer may cancel the part of the order that exceeds the target price (increased by 10%) if the target price exceeds by more than 10%.
- Seen by Maxime may adjust prices annually.
- Seen by Maxime will notify the Customer of price adjustments in advance.
- A consumer may terminate the agreement with Seen by Maxime if they disagree with the price increase.
Article 4 - Payments and Payment Term
- Seen by Maxime may require a deposit of up to 50% of the agreed amount when entering into the agreement.
- The Customer must make a payment within 7 days after delivery.
- The payment terms used by Seen by Maxime are final payment terms. This means that if the Customer does not pay the agreed amount by the last day of the payment term, they are automatically in default without Seen by Maxime having to send a reminder or notice of default.
- Seen by Maxime may make delivery dependent on immediate payment or require security for the total amount of services or products.
Article 5 - Consequences of Late Payment
- If the Customer does not pay within the agreed term, Seen by Maxime may charge statutory interest per month for commercial transactions from the day the Customer is in default, with a part of a month being counted as a full month.
- In addition, the Customer must pay extrajudicial collection costs and any compensation to Seen by Maxime if in default.
- Collection costs are calculated based on the Decree on compensation for extrajudicial collection costs.
- If the Customer does not pay on time, Seen by Maxime may suspend its obligations until the Customer has fulfilled their payment.
- In case of liquidation, bankruptcy, seizure, or suspension of payment of the Customer, the claims of Seen by Maxime on the Customer are immediately due.
- If the Customer refuses to cooperate with the execution of the agreement by Seen by Maxime, they must still pay the agreed price.
Article 6 - Right of Suspension
- The Customer hereby waives the right to suspend any obligation arising from this agreement.
Article 7 - Set-off
- The Customer waives the right to set off a debt to Seen by Maxime against a claim on Seen by Maxime.
Article 8 - Insurance
- The Customer must adequately insure and keep insured against, among other things, fire, explosion, water damage, and theft:
- Goods delivered that are necessary for the execution of the underlying agreement
- Goods of Seen by Maxime present at the Customer
- Goods delivered under retention of title
- The Customer must provide the policy of these insurances for inspection at the first request of Seen by Maxime.
Article 9 - Warranty
- If the Customer and Seen by Maxime have entered into an agreement with a service-providing character, this only contains an effort obligation for Seen by Maxime and therefore no result obligation.
Article 10 - Execution of the Agreement
- Seen by Maxime will execute the agreement to the best of its knowledge and ability and according to the requirements of good workmanship.
- Seen by Maxime may have the agreed service fully or partially performed by third parties.
- The execution of the agreement takes place in consultation and after written approval and payment of any advance by the Customer.
- The Customer must ensure that Seen by Maxime can start the execution of the agreement on time.
- If the Customer does not ensure that Seen by Maxime can start on time, the resulting extra costs are for the account of the Customer.
Article 11 - Information Provision by the Customer
-The Customer must make available to Seen by Maxime all information, data, and documents that are relevant for the correct execution of the agreement in a timely manner and in the desired form and manner.
- The Customer guarantees the correctness and completeness of the provided information, data, and documents, also if they originate from third parties, insofar as not otherwise resulting from the nature of the agreement.
- If the Customer requests it, Seen by Maxime will return the relevant documents.
- If the Customer does not provide the reasonably required information, data, or documents in time or properly, and the execution of the agreement is delayed, the resulting extra costs and extra hours are for the account of the Customer.
Article 12 - Intellectual Property
- Seen by Maxime retains all intellectual property rights to all designs, drawings, writings, data carriers, or other information, quotations, images, sketches, models, and maquettes, unless otherwise agreed.
- The Customer may not show, provide, or use the intellectual property rights in paragraph 1 to others without prior written permission from Seen by Maxime.
Article 13 - Penalty Clause
- If the Customer violates the article on confidentiality or intellectual property, they must pay Seen by Maxime an immediately due penalty for each violation.
- If the Customer is a consumer, the penalty is €1,000.
- If the Customer is not a consumer, the penalty is €5,000.
- Additionally, the Customer must pay an amount of 5% of the applicable amount in paragraph 2 or 3 for each day that the violation continues.
- The Customer must pay the penalty in paragraph 1 without a notice of default or judicial procedure being necessary. There also does not need to be any damage.
- Seen by Maxime may claim compensation in addition to the penalty in paragraph 1.
Article 14 - Indemnification
- The Customer indemnifies Seen by Maxime against all claims from third parties related to the products and/or services provided by Seen by Maxime.
Article 15 - Complaints
- The Customer must examine a product or service provided by Seen by Maxime as soon as possible for any deficiencies.
- If a delivered product or provided service does not meet what the Customer could reasonably expect, the Customer must inform Seen by Maxime within 1 month after discovering the deficiency.
- A consumer must inform Seen by Maxime of the deficiency within 2 months after discovering it.
- The Customer must provide a detailed description of the deficiency so that Seen by Maxime can respond appropriately.
- The Customer must prove that the complaint relates to an agreement between the Customer and Seen by Maxime.
If a complaint relates to ongoing work, the Customer cannot demand that Seen by Maxime perform other work than agreed.
Article 16 - Notice of Default
- The Customer must make any notice of default known in writing to Seen by Maxime.
- The Customer is responsible for ensuring that their notice of default reaches Seen by Maxime on time.
Article 17 - Liability of the Customer
- If Seen by Maxime enters into an agreement with multiple Customers, each of them is jointly and severally liable for fulfilling the obligations under the agreement.
Article 18 - Liability of Seen by Maxime
- Seen by Maxime is only liable for damage suffered by the Customer if it is caused by intent or deliberate recklessness.
- If Seen by Maxime is liable for damage, it is only for direct damage related to the execution of an underlying agreement.
- Seen by Maxime is not liable for indirect damage, such as consequential damage, lost profit, or damage to third parties.
- If Seen by Maxime is liable, this liability is limited to the amount paid out by a concluded (professional) liability insurance. If no insurance is concluded or no amount is paid out, liability is limited to the (part of the) invoice amount to which the liability relates.
- All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and cannot lead to any compensation, dissolution, or suspension.
Article 19 - Expiry Period
- Any right of the Customer to compensation from Seen by Maxime expires 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.
Article 20 - Dissolution
- The Customer may terminate the agreement if Seen by Maxime fails to fulfill its obligations, unless this shortcoming does not justify dissolution due to its special nature or minor significance.
- If fulfillment of the obligations by Seen by Maxime is still possible, dissolution can only occur after Seen by Maxime is in default.
- Seen by Maxime may terminate the agreement with the Customer if the Customer does not fully or timely fulfill their obligations under the agreement, or if Seen by Maxime has become aware of circumstances that give it good reason to fear that the Customer will not fulfill their obligations.
Article 21 - Force Majeure
- In addition to Article 6:75 of the Dutch Civil Code, a shortcoming of Seen by Maxime cannot be attributed to Seen by Maxime if it is caused by force majeure.
Force majeure includes, among other things:
* An emergency situation such as a civil war or natural disaster
* Non-performance or force majeure of suppliers, deliverers, or others
* Power, electricity, internet, computer, or telecom disruptions
* Computer viruses
* Strikes
* Government measures
* Transportation problems
* Bad weather conditions
* Work interruptions
* If a force majeure situation occurs preventing Seen by Maxime from fulfilling one or more obligations to the Customer, these obligations are suspended until Seen by Maxime can fulfill them.
* If a force majeure situation lasts at least 30 calendar days, both the Customer and Seen by Maxime may terminate the agreement in writing, in whole or in part.
* Seen by Maxime does not have to pay any compensation in a force majeure situation, even if it benefits from it.
Article 22 - Amendment of Agreement
- If necessary for its execution, the Customer and Seen by Maxime may amend the agreement.
Article 23 - Amendment of General Terms and Conditions
- Seen by Maxime may amend the general terms and conditions.
- Minor changes may be made by Seen by Maxime at any time.
- Significant changes will be discussed with the Customer as much as possible in advance.
- A consumer may terminate the underlying agreement in the event of a significant change to the general terms and conditions.
Article 24 - Transfer of Rights
- The Customer cannot transfer rights from an agreement with Seen by Maxime to others without written permission from Seen by Maxime.
- This provision has property law effect as stated in Article 3:83 paragraph 2 of the Dutch Civil Code.
Article 25 - Consequences of Nullity or Annulability
- If one or more provisions of these general terms and conditions are null or voidable, this does not affect the other provisions of these terms and conditions.
- A provision that is null or voidable will be replaced by a provision that comes closest to what Seen by Maxime had in mind when drawing up the terms at that point.
Article 26 - Applicable Law and Competent Court
- Dutch law applies to these general terms and conditions and any underlying agreement between the Customer and Seen by Maxime.
- The court in the district where Seen by Maxime is located is exclusively competent to take cognizance of any disputes between the Customer and Seen by Maxime, unless otherwise provided by law.
Drafted on June 28, 2024.
