General Terms and Conditions – Efficado BV
Efficado is active in the field of digital marketing (consulting, coaching, training) and more specifically in setting up digital strategies for companies with the aim of increasing the Customer’s client base using its digital channels, especially social media.
These general terms and conditions govern the cooperation between EFFICADO BVBA, with its registered office in 3360 Bierbeek, Wonewei 4, registered in the KBO and VAT register under number 0534.541.660, represented by its business manager Mr Joeri Billast, tel. +32 474 623 826, e-mail firstname.lastname@example.org, (hereinafter referred to as ‘efficado’), and the Customer (jointly referred to as the ‘Parties’), possibly supplemented with particular conditions specific to the order (jointly the ‘agreement’).
The present provisions have the force of law in the relationship between efficado and the Customer and they nullify and replace all written or oral contracts, proposals and commitments that relate to the same object and that would precede the date of the final agreement. They take precedence over the general terms and conditions and/or other terms and conditions of the Customer, even if they stipulate that they are the only ones that apply. Deviations from the terms and conditions are only possible after obtaining prior written consent from efficado.
1.1. The terms and conditions apply when a service is booked (either as a one-off or as a standing order) (online or in person – hereinafter referred to as “the order”) or when an order is placed via the efficado website (hereinafter referred to as “the products”).
1.2. When ordering a service or product via the efficado website, the Customer must explicitly accept these general terms and conditions, thereby agreeing to the applicability of these terms and conditions to the exclusion of all other terms and conditions. The acceptance of the terms and conditions is also acknowledged in the normal performance of the services by efficado, or they are deemed to have been accepted by the Customer if the latter does not express any objection within a reasonable period of time after their receipt, which period is hereby set at seven calendar days. The Customer hereby waivers his/her general or special terms and conditions that would be stated or that the Customer would state on its own commercial documents or in its correspondence.
1.3. Efficado has the right to change these conditions at any time. If necessary, the Customer will be notified of this in writing. If the Customer does not object to the change(s) in question in writing within 14 days of receiving this notification, the Customer will be deemed to have accepted it.
1.4. If one of these terms and conditions is for whatever reason not legally valid, the other terms and conditions will continue to apply in full.
1.5. The Customer is solely and exclusively responsible for the accuracy of all of the data he/she provides. By placing an order or booking a service via the website, the Customer confirms that he/she is a natural person, legally competent and at least 18 years of age. Efficado bears no responsibility whatsoever for orders made by persons or entities that do not meet these criteria or for incorrect data entry made by the Customer.
1.6. If the Customer is acting on behalf of a legal entity, the Customer will be held personally liable for all outstanding invoices if it appears that the Customer was not authorised to act on behalf of the legal entity at the time the order was placed or if the legal entity for whom the order was signed refuses to pay.
2. Confidentiality and personal data
2.1. Efficado undertakes to observe strict confidentiality with regard to the information received from and regarding the Customer and the third parties involved (agents). The personal data of the Customer is strictly confidential and is solely and exclusively used for administrative purposes or within the scope of efficado implementing the agreement. This data will never be made available to third parties for commercial purposes.
2.2. By requesting an offer, booking an appointment or placing an order, the Customer gives efficado his/her explicit permission to process his/her personal data, as well as that of any third parties involved, within the scope of performing the order. In addition, the data provided may also be used for customer administration, newsletters, advertising or marketing purposes and statistical information collection.
2.3. Efficado respects the General Data Protection Regulation (GDPR) of 24 May 2016 pertaining to protecting privacy in the processing of personal data. Pursuant to this Regulation, the Customer has a legal right to inspect and correct his/her personal data, as well as a right to have his/her data deleted in its entirety.
2.4. If the tasks entrusted to efficado include the processing of personal data on behalf of the Customer, the parties will conclude a further processing agreement for that purpose, which will be appended to this agreement as an appendix.
3. Formation of the agreement
3.1. The commercial documents and offers do not impose any obligations on efficado. All offers and quotations are free of obligation, in terms of price, content and completion time, and expire after 30 days. The offer or quotation is based on the information that the (potential) Customer provided efficado with at that time.
Only the services that are explicitly described in the offer will be included in the order. All changes and additional services provided – for whatever reason – will not be covered by the original order and will be charged for as additional work.
3.2. An order of products or services placed by the Customer by completing a registration form must be endorsed with a confirmation e-mail sent by efficado before the agreement between efficado and the Customer can be concluded. Such confirmation will be sent to the e-mail address provided by the Customer. The Customer is responsible for ensuring the aforementioned e-mail does not end up in his/her spam folder.
An order for products will only be confirmed after the Customer has accepted the General Terms and Conditions and has fully paid for the products ordered. Efficado remains the owner of all products until full payment has been made.
3.3. Orders are not binding for efficado for as long as they have not been confirmed by e-mail or any other appropriate means of communication after the order process has been completed. The parties explicitly agree that correspondence relating to a project (including the acceptance of the offer and conditions, invoicing, agreements and planning) will principally proceed via e-mail in order to guarantee fast and efficient processing.
3.4. On the expiry of the initial term of a standing order, the associated agreement will be tacitly renewed by the same term, which will take effect from the day after the expiry of the preceding term, unless otherwise agreed in writing.
4.1. In the case of one-off orders for a fixed price, or standing orders for a fixed price per month, efficado will invoice the Customer for the services to be provided using advance invoices in advance or when the order is started.
In the case of standing orders (i.e. several orders comprising various services, spread over a longer period and for which efficado keeps time sheets), efficado will invoice the Customer for the services on a monthly basis. However, efficado reserves the right to request one or more advance payments before the start of an individual order and/or during a current project.
4.2. Efficado’s rates are excluding VAT and other statutory levies. Unless explicitly stipulated otherwise, they include efficado’s intellectual and administrative services, with the proviso that any additional costs (travel and accommodation expenses, the costs of large quantities of notes, reports, books, etc.) are invoiced separately as agreed.
4.3. Efficado may increase its rates at any time. In that case, the new rates will be communicated to the Customer and will take effect after 3 months if the Customer does not reject them or terminate the order.
All invoices will be sent digitally (as a PDF) and are payable within the payment term stated on the invoice. Advance invoices are payable immediately.
If an invoice is not paid within the payment term, fixed compensation of 10% (with a minimum of EUR 200) and default interest of 12% will be payable over all unpaid amounts by operation of law and without any notice of default being required. In addition, any collection charges incurred as a result of late payment, as well as any costs and statutory interest arising from this, will be entirely for the expense of the Customer.
4.4. Insofar as the Customer continues to fail to pay one or more outstanding invoices of efficado, efficado reserves the right to suspend the further performance of services until all outstanding invoices have been settled (including the added compensation, indemnification and interest on arrears), or immediately determine the agreement terminated. In any case, the Customer owes all amounts payable for the services and expenses incurred by efficado.
Each non-payment of an overdue invoice will also result in all other invoices becoming immediately due and payable by the same debtor. If efficado explicitly agreed to instalments in writing, the total outstanding amount is immediately due and payable without further notice or notice of default being required the moment the payment deadline for one instalment is exceeded. All payments are first charged on interest on arrears already due. Legal measures will be taken to collect all outstanding amounts if payment is not forthcoming.
4.5. Efficado’s records are valid proof, unless there is evidence to the contrary, of the performances and services performed by it and of the payments paid by the Customer. Any protest regarding this or regarding an invoice must be sent to efficado in writing by letter or by e-mail within 14 calendar days of the invoice date. Efficado has the right to transfer all debts of the Customer to third parties, as well as all or part of its own obligations towards the Customer, although it remains in such a case the guarantor for the proper performance of these obligations. The Customer is not entitled to transfer his/her rights and/or obligations towards efficado to third parties.
5. Online payment
5.1. For online bookings, payment must be made immediately after the order has been placed. Efficado offers several ways to securely pay for online orders electronically (Paypal, Thrivecart). The Customer declares that he/she has read the payment provider’s general terms and conditions and has accepted that he/she is bound by them by placing an order and paying via the efficado website.
5.2. No order whatsoever will be endorsed before the corresponding payment has been received.
5.3. Efficado only accepts payments from accounts within the European Union.
5.4. Efficado offers the option of paying for products ordered by direct debit, where the Customer will, in each case, provide efficado with authorisation to collect the invoice amount by direct debit. The Customer is entitled to revoke the authorisation at any time. The amounts due will then no longer be collected by direct debit from the first invoice after the direct debit has been revoked.
5.5. If an amount is wrongly received, efficado will refund this amount within 7 days of the date on which this was established.
6.1. Efficado will adhere to the proposed programme or order developed on the basis of consultation with the Customer. The Customer will be regularly consulted on the status of the order and on the way in which it is performed during its implementation.
6.2. Efficado may, at its own discretion, engage third parties to perform the work. Efficado is entitled to change the planning and/or extend the time required to perform the order if the planning cannot be followed and it deems this necessary. All offers or planning agreements are made without any commitment as to the delivery and performance date, which is always given approximately.
7. Force majeure and cancellation of the agreement
7.1. The parties will not be held liable for delays or inadequate performance of the agreement if such delays or defects are the result of facts or circumstances beyond the control of one of them, which are unforeseeable and which cannot be avoided (force majeure). If one of the parties experiences force majeure, that party must immediately inform the other party of this in writing by e-mail while providing a detailed description of the circumstances.
7.2. In the event of force majeure, the parties can suspend the performance of the agreement during the period in which the force majeure exists, or terminate the agreement by registered letter, if the force majeure continues to exist for more than three months. In that case, the Customer is obliged to pay efficado for the part of the order that has already been performed without any compensation being due.
7.3. In addition to that which is usually deemed as force majeure by the case law of the Belgian courts, the parties agree that it also includes the following: any circumstance which is independent of the will of the party concerned and that hinders the normal performance of the agreement, including (but not limited to): illness of the service provider, total or partial strikes that could impact the order, epidemics, earthquake, fire, storm, flooding, water damage, theft, and computer, IT or telecommunications system blockages. These elements thus discharge efficado from the fulfilment of the agreed performance period or from its delivery obligation, without the Customer being able to assert any right to compensation for costs, damage and interest on that account.
7.4. An order for orders (one-off or standing orders) can only legally be cancelled by the Customer by registered post or e-mail. In the latter case, the cancellation is only deemed valid if efficado sends the Customer a receipt of confirmation.
Cancellation is understood to mean: failure to provide information on time, the unilateral termination of a planned order for whatever reason, but not cases of proven force majeure.
7.5. If a one-off order is cancelled by the Customer 30 calendar days before the performance date, EUR 100 plus VAT and other costs and charges will be charged as a fixed cancellation fee. If the order is cancelled between 14 and 30 calendar days prior to the agreed performance date, 75% of the total amount will be charged.
If the order is cancelled later than 14 calendar days prior to the agreed performance date, 100% of the total amount will be charged.
- If the Customer cancels or stops a standing order, the Customer is nonetheless still liable to pay for the period of time that has already elapsed. Refund or set-off is explicitly excluded.
- 7.6. Orders of (online) products (e.g. an e-book) cannot be cancelled or returned once received.
- 7.7. Efficado may at any time terminate the agreement, without reason and without conferring a right to the Customer to compensation, subject to observing a reasonable notice period of 30 days.
In addition, efficado is entitled to terminate the agreement immediately and without prior notice by means of a registered letter in the event of bankruptcy, liquidation, suspension of payment or impairment of the creditworthiness of the Customer, if there are good reasons to doubt the ability of the Customer to fulfil his/her obligations (on time) or if he/she breaches one or more of these conditions.
If the termination is the result of a shortcoming on the Customer’s part, the Customer cannot claim any compensation or refund of the amounts paid.
8.1. The services are performed by efficado – or by a/the third party/parties appointed by it – in total professional independence and to the best of its knowledge and ability in accordance with the requirements of good workmanship (best efforts obligation). Efficado gives no guarantee and bears no responsibility with regard to the information provided, the strategy developed and the results that the Customer achieves with the services provided.
8.2. The Customer guarantees that the essential information required for the proper performance of the order has been provided and indemnifies efficado against any liability for submitting, renewing, requesting or registering a product late and/or incorrectly, such as, but not limited to, domain names and SSL Certificates. Efficado is not liable for damage caused by incomplete or inaccurate information provided by or on behalf of the Customer.
8.3. Efficado is also not liable for any damage resulting from non-compliance with the agreement by the Customer nor is it liable for damage that is directly or indirectly caused by an act of the Customer or a third party, irrespective of whether it is caused by an error or negligence. With the exception of an intentional act or gross negligence, efficado cannot be held liable for any loss or damage whatsoever suffered that is wholly or partially caused by efficado or its agents. Efficado’s liability is therefore limited to the liability that is imperatively prescribed by law, except for the explicit commitments entered into by efficado under this agreement. Efficado will under no circumstances be liable for indirect or consequential damage, whatever the cause, the form or the object of the claim in which liability is invoked.
- If efficado is deemed liable, it is only obliged to rectify the defects or refund the price of the order.
9. Intellectual property rights
9.1. The provision of services by efficado does not result in the transfer of intellectual property rights to the Customer. Unless explicitly agreed otherwise, all information, texts, techniques, methods and models, documentation, diagrams or materials developed (equipment, software, analyses, reports, etc., as well as preparatory material thereof) of efficado remain the property the latter or its licensors.
9.2. The Customer only receives the non-exclusive rights of use after paying the full amounts due, unless otherwise agreed. The right of use is not transferable. The Customer is not permitted to sell, rent, copy, distribute or grant limited rights to the material and carriers on which the information is saved or to make it available to a third party in whatever way or for whatever purpose, unless otherwise agreed in writing.
9.3. The Customer guarantees efficado that the order that the Customer gives efficado does not in any way violate any right of third parties. This includes (but is not limited to): registration of the domain name, content of the website and software used.
9.4. Material provided by the Customer shall remain the property of the Customer, unless explicitly otherwise agreed in writing.
10. Invalidation and forfeiture of rights
The possible invalidity of one of the provisions of these terms and conditions shall in no way affect the validity of the other clauses, despite the invalidity of the disputed clause. Efficado not claiming a right or not applying a sanction in no way implies a relinquishment of the right.
11. Applicable law and competent authorities
These conditions and the overall legal relationship between efficado and the Customer are governed by Belgian law. The Customer accepts electronic evidence. All disputes arising from or related to the legal relationship between efficado and the Customer shall be settled exclusively by the courts of the judicial district of Leuven.