These general terms and conditions (“General Terms and Conditions”) belong to Effect Bv , with registered office at Denen 167 , 9080 Lochristi Belgium, BE 847.214.628


1.1. These General Terms and Conditions apply to all offers, proposals, quotations (“Quotation”), orders, agreements and deliveries with regard to the delivery of goods and / or services by Effect Bv to its customer (hereinafter the “Customer”). Deviations from these General Terms and Conditions are only enforceable against Effect Bv if Effect Bv has accepted them explicitly and in writing. In that case, the other provisions of these General Terms and Conditions remain fully applicable. The Client cannot derive any rights for other or future transactions from agreed deviations. The application of any general terms and conditions of the Customer is expressly excluded, unless otherwise agreed in writing.

1.2. By placing an order by the Client, by agreeing to an Offer by the Client, or by signing or (beginning) execution of the agreement by Effect Bv or the Client, the Client unconditionally and irrevocably accepts these General Terms and Conditions. , which are binding.

1.3. These General Terms and Conditions are valid from 1 september 2023 and replace all previous ones.

1.4. The Client cannot transfer its agreement or part of it to a third party without the express written consent of Effect Bv .


2.1. Quotations

Each Quotation is without obligation and only applies to the B2B market. Unless explicitly stated otherwise, any quotation is valid for 30 calendar days after the date of the Offer and will expire automatically after expiry of this term. All terms stated in an Offer, references to technical data or other elements are purely indicative and not binding for the performance of the Offer, unless otherwise agreed in writing. Effect Bv has the right at any time to rectify errors in the Quotation or to withdraw the Quotation. Effect Bv cannot be held liable for exceeding the deadlines or adjustment of data or elements and this is also not a valid ground for termination, dissolution or suspension of the execution of the agreement by the Client, nor can this give rise to any price reduction or compensation. Effect Bv will inform the Client to the best of its ability of the (suspected) exceeding of a term or of changes to data or elements. The Quotation is based on the information provided by the Customer. If it appears that the data is incorrect, the Customer will be informed. If additional performances have to be delivered by Effect Bv for this, an additional Quotation will be submitted to the Client. Effect BV reserves the right to suspend the entire performance pending an agreement on the additional performances.

2.2 Orders

By placing the order or confirming the Quotation, the Customer acknowledges to be fully informed and to understand what is in the Quotation (Scope, functionality & Deliverables) . Every order by the Customer binds the Customer. Effect Bv will only be bound by an order from the Client if Effect Bv has explicitly confirmed in writing that it accepts it. The agreement is only concluded after acceptance of the order. If the customer cancels an order the Customer is held liable to pay to Effect Bv at least 30% of the full price of the ordered goods or services, except higher damages are proven by Effect Bv.



3.1. The Customer accepts partial deliveries of goods and services. Partial invoices can be issued for this (both at the start of the project, during the project and at the final delivery)

3.2. The signing by the Customer of the delivery note or project acceptance document implies the delivery / completion and acceptance of the delivered good or service. The risks with regard to goods delivered passes to the Customer at the time of their delivery. The risk related to services shall pass to the Customer upon signing of the project acceptance document. If the Client does not sign the delivery note with the delivery of goods or does not sign the project acceptance document in the case of delivery of services , the risk is transferred from the day when Effect Bv has delivered the good or announces the (partial) performance of the services and proceeds to (partial) invoicing. The transfer of ownership of the goods and project services provided only takes place upon full payment of the price and any interest and damages resulting from late payment.

3.3. Effect Bv reserves the right to make certain technical improvements or adjustments during delivery in accordance with legal regulations on ordered goods or services, insofar as this does not entail significant changes or insofar as this is necessary. If it appears during the performance of the services that the Quotation cannot be performed from a technical point of view, Effect Bv is not obliged to perform it and can be canceled without any compensation.

3.4 Effect Bv has the right to use the services of third parties for the performance of certain services, without the Client's consent or notification being required.


4.1. The Customer shall deliver all information , documents and adequate resources necessary for the execution of the contract to Effect Bv and will require the adequate participation in the performance of the contract in accordance with applicable rules and regulations. The Customer must be in possession of the necessary licenses for all software used by him, including software from third parties. The Client will always indemnify Effect Bv against all possible claims by third parties with regard to this software. The Client also ensures that its hardware meets the minimum requirements specified by Effect BV .

4.2. The Customer commits the adequate and timely cooperation to the Effect employees assigned and responsible for the execution of the tasks during normal working hours and in accordance with the access rules of the business, by providing access to the premises, equipment (hardware, software, networks etc. ) and resources necessary to allow Effect Bv to perform the services in a prescribed manner. If the Customer does not fulfill these obligations, the term will be extended and the price can also be adjusted.


5.1. All prices and other amounts are expressed in Euro and excluding VAT and other taxes and charges. If these taxes and levies increase after the conclusion of the agreement, this can be passed on to the Client. Additional work (other then the agreed scope) will be charged at the rates applied at that time. Unless stipulated otherwise in the Quotation, the goods are charged at fixed prices and the services are performed at daily rates (at the rates applied at that time) or at the fixed price stated in the Quotation. Other costs are charged additionally. A Quotation can always be requested from Effect BV via

5.2. All invoices are payable at the address of the registered office, on the due date (30 days after the invoice date) and to the account number as stated on the invoices. Employees are not authorized to receive payments. One or more advance payments may be requested in the form of a fixed rate before the commencement and depending on the progress of the execution of the assignment. These advances are deducted from the final settlement. In case of non-payment on the due date the customer will receive a reminder for payment which will be free of charge and giving 14 days to pay the open amount. Upon a second reminder the Customer is legally and without further notice of default due an interest of 10% on the total amount of the invoice with a minimum of 250 euros. All judicial and extrajudicial collection costs of invoices are for the account of the Customer, with a minimum fee due of 10% of the total amount of each invoice. In the event of non-payment of an invoice on its due date (i) Effect Bv has the right to suspend its obligations and to terminate these and all other agreements with the Client and (ii) the balance due will become of all others, even not yet expired invoices, immediately due and payable.

5.3. The Client is not entitled to set-off against Effect Bv .

5.4. Complaints regarding invoices must be communicated within 7 calendar days after the invoice date by motivated registered letter. In the absence of a timely complaint, the invoice is considered to be definitively accepted. The Client can only suspend a payment if he demonstrates that Effect Bv has not fulfilled a contractual obligation and he has informed Effect Bv in advance by registered letter. In any case, the amount of the deferred payment can only relate to that part of the good or service that relates to the alleged non-performance of the contractual obligation. A suspension of payment by the Customer is only possible if (the part) of the good or service is separately identifiable on an invoice.

5.5. In the event of late payment of invoices, the Client undertakes all the necessary to repossess the delivered goods immediately to Effect Bv, without prior notice of default, to give Effect Bv access to its premises and to bear all transport costs.


6.1. Effect Bv is not obliged to fulfill contractual obligations for which the performance has become impossible. In any case, Effect Bv can not be held liable for non-fulfillment of its contractual obligations or damage suffered by the Client as a result of strikes, total or partial stagnation of transport, electricity and telecommunications disruptions, business disturbances , non-performance , measures imposed by the government and / or force majeure of its suppliers, licensing requirements and other legal and administrative requirements, all of which count as force majeure.

6.2. If the force majeure situation lasts or threatens to last longer than 10 working days, Effect Bv has the right by operation of law to terminate the agreement immediately by registered letter, without prior appeal to a judge and without any compensation. In such a case, Effect Bv will be entitled to payment by the Client of all goods or services already delivered and of the costs already incurred with a view to the future performance of the agreement.

6.3. Non-fulfillment by Effect Bv of its contractual obligations as a result of such force majeure situations is not a ground for termination, dissolution or suspension of the performance of the agreement by the Client, nor does this entitle the Client to a price reduction or compensation .


7.1. The parties will treat all information, whether oral or written, in any form, which can reasonably be assumed to be confidential, and will not disclose it to third parties without the prior, express and written consent of the other party unless if required by law or judicial authorities In the latter case, the disclosing party will promptly notify the other party.

7.2. Effect Bv will have the right to disclose the existence of the agreement with the Client for publicity and other commercial purposes.


8.1. Any intellectual, industrial or other property right (whether registered or not) on works, goods or services owned, used or created by Effect Bv , its employees, consultants or subcontractors in the context of the performance of the agreement (including software, material, technology, skills, know-how and information about its use), remains the exclusive property or in use of Effect BV and / or its licensors, as the case may be. The delivery of goods and / or services by Effect Bv to the Client does not imply any transfer of any such right. The fees paid by the Client do not constitute payment for the transfer of any such right. If the Client acquires a user license from Effect Bv or via Effect Bv from a third party, the Client may only use it in accordance with the conditions of this user license. In the event that the Client itself provides material, such as software, texts, images, etc. in the context of the execution of the assignment, the Client guarantees that their use does not infringe any intellectual property rights.

8.2. If the parties have nevertheless explicitly agreed in writing on the transfer of such right, Effect Bv remains the holder of that right until the moment of payment by the Client of the full price and all additional costs (interest and compensation for late payment of invoices including).

8.3 The parties will only process, use or store personal data for contractually determined purposes with due observance of the applicable legislation and no longer than necessary for the execution of the agreement. See also the provisions on our website regarding our privacy policy.


9.1. All contractual obligations of Effect BV are best efforts obligations. Effect Bv does not give any express or implied warranty in connection with the goods or services, including any warranty as to their suitability for a particular purpose, result or marketability and any software is supplied to the Client “as is”.

9.2. The Customer will always take the necessary measures to safeguard the integrity, security and maintenance of the software, hardware and all other materials.

9.3. In the event of an alleged malfunctioning of the goods or services, the Customer will actively cooperate in all investigations aimed at determining the cause and take all measures to secure evidence that may be relevant.

9.4. All goods or services that are delivered to the Client by a subcontractor of Effect Bv or that are delivered to Effect Bv by a third party and that Effect Bv in turn delivers to the Client, are only subject to the guarantee and liability conditions that apply between this subcontractor or third party and Effect Bv .

9.5. The Customer must immediately inspect the goods and services for defects upon delivery or acceptance. In the event of any visible defects, the Customer must within a period of 7 days after delivery or acceptance or in the case of hidden defects in goods, within 2 days after discovery of hidden defects and in any case within 2 months after delivery of these goods, to notify Effect BV of these defects by means of a motivated registered letter . Effect Bv is only liable for defects in the goods or the service that exists at the time of delivery and that manifests itself within a period of two months from the delivery. In the event of a defect, the Customer is not entitled to compensation. The Client is only entitled to the free repair of the good or the service or the free replacement of the good or the service, at the option of Effect Bv . If the free replacement or improvement is impossible or disproportionate, the Customer only has the right to demand an appropriate price reduction.

9.6. Specific guarantees, valid for software development and project delivery :

Effect Bv carries out projects according to the professional standards that apply in the sector. However, Effect BV does not give any explicit or implicit guarantee regarding the correct functioning of the software, in any possible software and / or hardware configuration. The by Effect Bv. developed software will be tested according to the standards and methods of the Client, insofar as those standards and methods are reasonable and common within the sector in which the Client operates. Software that has been tested and accepted by the Customer is believed to meet the customer's expectations. The acceptance of the software is a fact six weeks after the delivery of the final version if the Customer makes no comments within that period. After acceptance, the Client can report bugs and problems to Effect Bv, who will then try to detect them and try to solve them to the best of their ability. These services are invoiced at the hourly rate applied by Effect Bv on the basis of a completely completed intervention request form prior to the intervention if the customer concerned has not concluded a maintenance contract (see also below) that covers such interventions (provisions of this are included as fixed part of the relevant proposal / offer) . In the event that no maintenance contract has been concluded that covers this performance, there is therefore no SLA and the efforts are “best effort”. Under no circumstances can Effect Bv be held responsible, in any sense, for bugs in or caused by third party software and / or hardware .


10.1. Effect BV is not liable for any consequential or indirect damage or loss, loss of data, recovery of data, profit, income, turnover or other financial or commercial loss, regardless of whether this results from non-compliance with its obligations. Effect Bv is also not liable in the event that damage is suffered due to actions or lack of actions that are not exclusively and directly attributable to Effect Bv .

10.2. Public / Private Cloud services are also proposed for certain parts of our software solutions and propositions to the end customer. Effect Bv can at no time be held responsible for the downtime of the platforms concerned and any damage suffered as a result. Effect Bv will, however, make every necessary and reasonable effort to urge the vendor (s) concerned to ensure a quick service restore and to communicate proactively and regularly about this.


11.1. The duration of the agreement is in principle until the end of the project, unless a different duration has been expressly agreed in writing.

11.2. In any case, Effect Bv always has the right to terminate the agreement immediately and prematurely without any compensation, without further notice or notice of default and without prior appeal to a court if: (a) the Client fails to fulfill a contractual obligation and does not adequately do so within a period of 10 working days after notification by Effect Bv of the shortcoming, (b) in the event of (application for) bankruptcy, dissolution, liquidation or insolvency of the Client, or (c) the legal control over the Client changes.

11.3. In case of early termination of the agreement, all amounts due, even invoices not yet due or issued, will be paid immediately .


The officehours of Effect Bv are Monday to Thursday from 8:30 to 17:30 and Friday from 08:30 to 16:30. During these hours the normal rate applies. Working hours performed after 5:30 pm (Friday after 4:30 pm) and before 10 pm are settled with a surcharge of 50%, the working hours performed after 10 pm are settled with a surcharge of 100%. Assignments can be scheduled in the weekend after consultation, on Saturdays a surcharge of 50% applies, on Sundays and public holidays a surcharge of 100%.


13.1 General provisions:

The customer has the option of concluding a maintenance contract with regard to support of the delivered project (within the agreed scope & deliverables). The aim is to guarantee the operational character of the solution in function of the chosen SLA . The SLAs for customers with maintenance contracts are communicated in the quotation or at the request of the customer and are activated and invoiced upon delivery of the project. These maintenance contracts are subsequently invoiced in advance for the coming period (one or more years) . If the customer does not have an active maintenance contract, the end customer must retroactively arrange the software assurance up to the point where the software assurance has lapsed. In the latter case, the “reinstatement fees” charged by the vendor of the software to Effect will also be passed on to the end customer. In addition, the customer can fill in and sign an IRQ (Intervention request document) with a detailed description of the malfunction. The treatment and support will be performed in a best effort model without SLA and result commitment.

13.2 Software Assurance : 

Main Purpose : Guarantees the right to the end customer for all updates (new releases within the same version) , upgrades (new versions) and hot fixes of the software.

·   Not included in the software assurance contract: The installation and configuration (professional services) of the releases themselves (updates or upgrades). A separate quote is made for this.

13.3 Software Support : 

Main goal : The guarantee to the end customer for an all-in service regarding solving software issues related to the delivered solution (within the scope and deliverables of the project) in order to ensure the operational character .

- A contractual response and intervention time. Is determined in the quotation in function of the type of contract chosen. The default is Silver (RT 4 hours / IT 8 hours (NBD)). The availability of remote access to the customer environment is mandatory here .         

- Minor (administrative) changes .         

- Questions from and support to administrators .         

·   Not included in the software support contract:

o     Moves, adds and major changes (MAC) of the software

o     The installation of new versions and new releases

o     user helpdesk

o     Support for issues caused by changes in the hardware and / or software infrastructure of the end customer

o     Support for issues caused by changes made by untrained end customer administrators.

13.4 Software assurance and software support contracts will , unless otherwise agreed, automatically be invoiced annually in advance unless canceled in writing (no later than 3 months before the due date). Effect Bv is free to make an annual adjustment of the price (on duedate) if it deems this necessary as a result of a price increase through indexation and / or an increased price of the software maintenance purchased from the vendor.   


These General Terms and Conditions and any other contractual provisions between Effect BV and the Client are governed by Belgian law. In the event of a possible conflict between the different languages of the general terms and conditions, the Dutch language will always be decisive. Any possible dispute will be exclusively settled by the courts of Ghent .