General Terms and Conditions
Article 1. General conditions
These general terms and conditions shall apply to all offers, all orders and all agreements entered into by Sales & Marketing Partners Belgium BV, Kerkveldweg 61, 1851 Grimbergen, BE0461.288.349 (hereinafter referred to as “Siteffect”), irrespective of any contrary stipulations in any document or correspondence from the customer, subject to formal and written acceptance by Siteffect or one of its authorized representatives.
By placing an order or by signing or executing the agreement, the customer accepts these terms and conditions, the customer commits himself definitively and the customer cannot revoke his order.
Article 2. Quotes
All offers by Siteffect are based on the information provided by the customer. The customer guarantees that it has provided to the best of its ability all information essential for the design, execution and completion of the order. The customer shall provide Siteffect in due time with all documents, information and contacts, which are necessary for the proper execution of the order
The offers made by Siteffect are without obligation and valid for 30 days, unless otherwise indicated. Siteffect is only bound to the offers if the acceptance is confirmed by the customer in writing and within 30 days, unless otherwise indicated or agreed. Siteffect is entitled to revoke the offer within 3 working days after acceptance by the customer
The prices in the mentioned offers are always exclusive of VAT, other government levies and other costs incurred for the order, such as shipping and administration costs, unless otherwise indicated or agreed upon in writing.
If the acceptance differs from the offer included in the quotation, Siteffect is not bound by it. The order shall then not come about according to this deviating acceptance, unless Siteffect indicates otherwise.
In the event of verbal (or telephone) changes to the order by the customer, without written confirmation, the risk of implementing the changes shall be borne by the customer. Any additional costs associated with changes to the original order communicated verbally or in writing by the customer shall be borne entirely by the customer.
If Siteffect engages third parties for the execution of the order, the costs charged by these third parties shall always be charged to the customer in full, with a minimum margin of 2.5% (and a flat rate of 25 euros for costs up to 1,000 euros). Siteffect is entitled to request a (periodic) advance on these costs or to pre-invoice them in full or in part.
Article 3. Execution of the agreement
Siteffect carries out the work within the framework of the order to the best of its knowledge, expertise and ability. To the extent necessary for a proper execution of the order, Siteffect is entitled to have (parts of) the work carried out by third parties.
Siteffect does not accept any liability for the work carried out by third parties, insofar as they themselves have entered into an agreement with the customer.
Siteffect is also not liable for any damage caused because it has relied on incorrect and / or incomplete data provided by the customer, unless the inaccuracy or incompleteness of the data should have been known to it.
Where it has been agreed that the order will be executed in phases, Siteffect may suspend the execution of those parts belonging to a subsequent phase until the customer has approved in writing the results of the preceding phase.
Unless otherwise agreed, the assignment does not include research into the existence of patent, copyright and portrait rights of third parties. The same applies to any investigation of the possibility of such forms of protection for the customer.
Unless the work does not lend itself to it, Siteffect shall at all times be entitled to mention or remove its name on or near the final product (or have it mentioned) and the client shall not be allowed to publish or multiply it without Siteffect’s written consent.
Article 4. Changes
The customer accepts that the time schedule of the assignment may be affected if the parties decide to change the approach, working method or scope of the assignment and the resulting work in the interim. If changes in the execution of the order arise in the interim due to the customer, Siteffect shall make the necessary adjustments on the customer’s behalf. If this leads to additional work, it shall charge this to the customer as an additional order. Siteffect may charge the customer for the additional costs of changing the order.
Article 5. Invoices and payment
All prices and other amounts are expressed in euros and are always inclusive of VAT and other taxes and duties. VAT, as well as other taxes, levies and any other duties due are always at the customer’s expense. If these taxes and duties increase after the conclusion of the agreement, we are entitled to pass this on to the customer.
Our invoices are sent electronically. If the customer does not want an electronic invoice, he should notify Siteffect as soon as possible. Siteffect has the right to refuse a request to send by post if the reasons invoked by the customer do not justify it.
Our invoices are payable no later than the due date indicated on these invoices into Siteffect’s bank account opened with BNP Paribas Fortis Bank under the number : BE25 2930 5536 0682.
Failure to pay the invoice on the due date shall automatically and without formal notice incur interest in accordance with the interest rate applicable at that time under the law of August 2, 2002 on combating late payment in commercial transactions and liquidated damages of 10% of the total invoice amount, with a minimum of 250.00 euros.
In the event of failure to pay all or part of the invoice on time, all invoices payable shall become due and payable by operation of law and without notice of default and Siteffect reserves the right to suspend all its ongoing commitments to the customer until payment is settled. Siteffect also reserves the right to refuse any subsequent order by the customer or to make acceptance of it conditional on the provision of sufficient additional payment guarantees.
All payments received shall always be applied first to outstanding charges and interest and then to outstanding invoices, with allocation being made first to the latest invoice and then chronologically to older invoices.
Protests of invoices must reach Siteffect by motivated registered letter, under penalty of cancellation, at the latest within fifteen days from the invoice date.
Article 6. Complaints and disputes
Complaints and disputes regarding the quality of the goods or services must reach Siteffect by reasoned registered letter, under penalty of cancellation, at the latest within fifteen days from the day of delivery or the last day of service performance.
Lodging a complaint does not release the customer from his obligation to pay. If the complaint is justified, the guarantee on the goods is limited to, either, the replacement free of charge of the goods recognized by Siteffect as defective, or, the reimbursement of the price of the order, to the exclusion of all other compensation.
Article 7. Processing personal data and confidentiality.
Siteffect is responsible for the processing of your personal data in accordance with the General Data Protection Regulation. (GDPR) More information about this processing can be found in our Privacy Policy.
Siteffect also acts as a processor of the personal data which is processed via the website developed by us and on behalf of the Customer. Siteffect hereby declares to process data in accordance with the General Data Protection Regulation.
Siteffect will only process personal data within the limits and instructions of the customer. As the person responsible for the processing of these personal data, the customer will provide a legal basis for the processing activities of and by Siteffect.
Siteffect declares that it has taken adequate technical and organizational security measures in order to secure the personal data. If Siteffect determines that an illegal processing has taken place, it will inform the Customer of this within 48 hours of its discovery.
At the end of the contract with the customer, the personal data stored in the computer systems of Siteffect and which cannot be transferred will be destroyed by Siteffect, except for the personal data that Siteffect must keep in order to comply with the legal obligations.
The customer gives Siteffect permission to, if necessary, call on a sub-processor in order to be able to carry out its processing activities.
Article 8. Liability
The Websites and Apps including all related elements are provided on a “AS IS” basis and without any guarantee that they will function perfectly.
It has been clearly and specifically agreed that all obligations of Siteffect are obligations of means.
In practice, this means that Siteffect is obliged to develop the best possible sites according to the rules of the art and the reasonable expectations of the Customer.
It is up to the Customer to demonstrate that Siteffect was not diligent enough in its attempt to fulfill its obligations.
Siteffect does not guarantee uninterrupted or error-free functioning of the Website, or that it will repair all defects of the Website. The Customer is responsible for the consequences arising from the use of the Website.
To the extent permitted by Belgian law, Siteffect or its employees shall not be liable for any general, special, direct, indirect, consequential, incidental or other damages to the Customer or other persons or entities, including loss of or damage to data, loss of profit, loss of savings and any claim by third parties arising from the Website’s License, even if a representative of Siteffect was informed of the possibility of such damage, except in case of intent or fraud.
Our liability, both contractual and extra-contractual, for damages arising from the acts or omissions of our directors, employees, subcontractors and other auxiliary persons is excluded to the extent permitted by applicable law, including Book 6 of the Civil Code. This exclusion applies to all damages, including, but not limited to, direct, indirect, consequential and other damages, arising out of the performance of our services. Our auxiliaries are not liable to the client or third parties for any damage they cause in the performance of their duties, except in cases of intentional or deliberate gross negligence.
Article 9. Intellectual property rights
The Customer obtains a user license on the Website and accessories, which are not sold to the Customer. The Client does not acquire title, copyright or other proprietary rights on the Website. Siteffect remains at all times the exclusive owner of the Website and all accessories, as well as the exclusive holder of all copyrights and other intellectual property rights on this Website. The Website code, structure and organization are valuable trade secrets of Siteffect and are protected by Belgian copyright law and international treaties. The Customer agrees to retain all proprietary notices, including all brands or copyright notices on or in the Website.
The customer is free to use the Website for his own purposes and will under no circumstances allow it to be made available to a third party in any way, directly or indirectly, for a fee or free of charge. The Customer is not permitted to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Website in any other way than described in Article 7 of the Law of 30 June 1994 transposing into Belgian law the European Directive 91/250 / EEC of 14 May 1991 on the legal protection of computer programs.
The Customer is responsible for the editorial content of the material included on the Website. Any editorial material provided by the Customer will be free of copyright and not copied from another Website. The Customer agrees to defend,and indemnify Siteffect for any lawsuit, demand or requirement arising from the editorial content of the Website, except in the case of editorial material that was fully provided by Siteffect and not checked for plagiarism by the customer. Every copy delivered by Siteffect to the Customer will be checked by the Customer for plagiarism and signed.
The Client guarantees Siteffect without reservation that any textual elements, images, photos, designs, trademarks or other artwork supplied by the Customer for inclusion in the Website is the property of the Customer, or that Siteffect receives the permission of the rightful owner to each of these elements, and shall indemnify, protect and defend Siteffect and its subcontractors from any claim or lawsuit arising from the use of such elements made by the Customer.
Siteffect shall indemnify the Customer against all claims against the Customer on the grounds of any infringement or alleged infringement of any intellectual property right by the use of the delivered goods. The Customer will inform Siteffect of such a claim within 30 days. If the Customer is obliged to stop using the delivered goods or a part thereof, on the grounds of such a claim or a conviction arising from such a claim, Siteffect shall, at its own expense and in consultation with the Customer:
- Either acquire the right for the Customer to continue using the delivered articles;
- Or to adjust or replace the delivered items in order to terminate the infringement;
- Or take back the goods delivered and credit the Customer for the amounts paid under this Agreement.
In such a case, the Customer will not claim any further compensation for the damage suffered.
Siteffect is entitled, but not obliged, to place an unobtrusive copyright sign in the footer of every page on the Website.
Article 10. Competent court
The contractual relations between the parties covered by the present general terms and conditions shall be governed exclusively by Belgian law. In the event of a dispute and if all attempts at amicable settlement fail, the Courts of Brussels shall have sole jurisdiction, unless Siteffect, in its capacity as plaintiff, wishes to bring the matter before any other competent court.