General Terms and Conditions of Sale

Article 1: General Provisions

All contracts and quotations issued by SIMPL. SRL, whose registered office is situated at 9 Rue Joseph Verhasselt, 1083 Brussels, and whose registration number with the Crossroads Bank for Enterprises is BE 0642.923.027, are subject to these general terms and conditions, to the exclusion of those of the Client.

These general terms and conditions of sale form a contractual whole with the quotation(s) agreed between SIMPL. SRL and govern all services which the Client may request from SIMPL. SRL in the course of its professional activities. In the event of any conflict between a quotation and these terms and conditions, the explicit provisions of the quotation or the specifications issued by SIMPL. SRL shall prevail.

These general terms and conditions of sale are provided as a link on all quotations issued, as well as on all invoices issued in connection with SIMPL. SRL’s activities, and are provided to the Client as a PDF file with the first invoice.

Should any provision of these terms and conditions be declared null and void or non-compliant with the law (for whatever reason), such invalidity shall not affect the remaining provisions of these general terms and conditions of sale, which shall remain applicable. The parties undertake to replace such provision with a valid provision having the same purpose as soon as possible.

SIMPL. SRL reserves the right to amend and update the content of these General Terms and Conditions at any time without prior notice, at its sole discretion. Each Order constitutes acceptance of these General Terms and Conditions, it being understood that the Order shall be subject to the General Terms and Conditions in force at the time the Order is placed. The date of the last amendment is indicated at the beginning of this document.

Article 2: Contract of Sale, Amendments and Accounting for Working Hours

Projects are described in the specifications, which are included in the quotation sent to the customer.

Quotations from SIMPL. SRL specify the main scope of the services and their price. It is, however, clearly understood by the client that the delivery of complete projects may give rise to additional services on a time-and-materials basis, depending, in particular, on changes to the client’s requirements (modifications to the initial project, additions of features and/or modules, etc.).

Any substantial modification to the order whilst it is being carried out, as well as any change in the use or distribution of the creations or materials delivered, may result in a revision of the price initially agreed, without prejudice to SIMPL. SRL’s right to object to modifications that infringe its intellectual property rights.

In the event of a request for substantial changes, the quotation will be revised and the relevant work will not be carried out until the Client has approved the new quotation.

SIMPL. SRL keeps a record of the hours worked on the project. It informs the Client on a weekly basis of the time elapsed and notifies the Client if it becomes apparent that the project will take more or less time than anticipated, bearing in mind that a working day lasts eight (8) hours.

Article 3: Confidentiality

SIMPL. SRL undertakes not to disclose any confidential information provided by the Client, except in the event of a legal dispute at the express request of a court or at the request of an administrative authority pursuant to applicable legislation.

The Client undertakes not to disclose any confidential information belonging to SIMPL. SRL of which it becomes aware during the course of the collaboration. This may include marketing strategies, prices, working methods, projects prior to their finalisation, and any other information which the Client may reasonably expect to be confidential.

This confidentiality must be observed by the parties both for the duration of the contract and for a period of 5 years following provisional acceptance. Any breach of this clause shall immediately entitle the party affected by the breach to claim from the party at fault a lump-sum compensation of EUR 1,500 per breach and per day, without prejudice to that party’s right to claim damages.

This applies only to information designated as confidential or which either party may reasonably expect to be confidential, and does not apply to information that has already been made public.

Article 4: Timeframes

The timeframes for the performance of services are provided for guidance only, unless the quotation expressly specifies in writing a binding delivery date.

Any delays in performance shall under no circumstances give rise to the termination of the contract or the order, nor to a claim for damages by the Client.

SIMPL. SRL shall be exempt from the agreed time limits in the event of force majeure or any other cause beyond our control arising either at our offices or at the premises of our main subcontractors.

Article 5: Intellectual Property

SIMPL. SRL holds the intellectual property rights, in the broadest sense, to all programming or creative work of any kind (whether one-off services or the completion of full projects).

Specifically, with regard to the creation of websites or other deliverables mentioned in the quotation which are protected by copyright in return for the price paid by the Client, we grant the Client an exclusive, non-transferable licence, valid worldwide and for the duration of the rights, for:

a) primary rights: reproduction, communication to the public, fixation, distribution, private copying, promotional use;

b) secondary rights: translation, adaptation, reproduction in other works.

SIMPL. SRL retains ownership of the source code for all software elements it produces. These rights shall be transferred to the client only in the event of the dissolution or bankruptcy of SIMPL. SRL.

SIMPL. SRL reserves the right to display its name and a copyright notice on the works produced.

Article 5.1. Know-how, working methods and intangible assets

Unless expressly agreed otherwise in writing, the performance of the services entrusted to SIMPL. SRL shall not entail any transfer of rights relating to its know-how, working methods, internal processes, methodologies, templates, design systems, workflows, component libraries, scripts, its prompts, its technical configurations, its internal documentation, its automation tools, or any other intangible assets developed prior to the conclusion of the contract or developed independently of the Client’s specific requirements.

These elements constitute assets belonging to SIMPL. SRL that may be protected, in particular, by copyright, trade secrets, provisions relating to databases or any other applicable form of protection.

Where any of these elements are incorporated into the deliverables provided to the Client, the Client shall be granted only those rights of use strictly necessary for the normal operation of the services provided in accordance with the applicable contractual provisions.

Unless otherwise expressly agreed in writing, no contractual provision may be interpreted as conferring on the Client any right to reproduce, market, make available to third parties or independently reuse the working methods and intangible assets belonging to SIMPL. SRL.

Article 5.2. Use of artificial intelligence and automation tools

In order to improve the efficiency, quality and performance of the services provided, SIMPL. SRL may use various digital, artificial intelligence, automation, development, analysis or creative support tools.

SIMPL. SRL shall ensure that reasonable measures are implemented to safeguard the confidentiality of the information entrusted to it and to limit the use of personal or confidential data where such use is not strictly necessary.

Unless otherwise agreed, the use of these tools does not confer upon the Client any rights to the prompts, workflows, settings, methodologies or internal configurations developed or used by SIMPL. SRL in the course of its services.

Where the use of a third-party tool involves the application of specific terms and conditions or licences, these remain fully applicable to the elements concerned.

The Client acknowledges that certain technical suppliers may be based outside the European Economic Area. SIMPL. SRL shall endeavour, as far as possible and depending on the services provided, to select solutions offering appropriate safeguards in terms of security and data protection.

Article 5.3. Third-party elements and licences

Certain services may involve the use of elements belonging to third parties, such as open-source components, software libraries, typefaces, images, videos, software extensions or services provided under licence.

SIMPL. SRL shall ensure that these elements are used in accordance with the applicable licences. The Client acknowledges, however, that the rights granted to them in respect of the deliverables produced remain subject to any restrictions arising from the licences applicable to the components used.

The Client undertakes to comply with any terms of use applicable to these elements where such terms are communicated to them or arise directly from the relevant licences.

Article 5.4. Commercial References and Portfolio

Unless the Client objects in writing by the time of final acceptance of the services at the latest, SIMPL. SRL may mention the Client’s trade name and a general description of the services provided in its professional references, portfolio, marketing materials or website.

This right may, in particular, include the reproduction of screenshots of elements made public, the use of the Client’s logo or a general description of the services provided.

However, such use may not relate to confidential information, personal data not made public or elements subject to specific confidentiality obligations.

Any objection raised by the Client must be communicated in writing prior to the relevant references being posted online or published.

Article 6: Cancellation of an order

The Client may only withdraw from a periodic contract or one scheduled to last more than 6 months with SIMPL. SRL by giving the following notice periods:

3 months if annual turnover is less than EUR 7,500;

6 months if annual turnover is less than EUR 25,000;

1 year if annual turnover is 25,000 EUR or more.

In the event of early cancellation, the Client must pay for all services rendered, as well as additional compensation amounting to 30 per cent of the project’s residual value.

Article 7: The Client’s Obligations

The Client assumes full responsibility for the content published on their website or used in their applications.

They guarantee that the materials provided may be freely used without infringing the rights of third parties.

SIMPL. SRL accepts no liability for the content provided by the Client.

Article 8: Obligations of SIMPL. SRL

Unless otherwise stipulated, SIMPL. SRL is bound only by an obligation of means.

It shall not be liable for any delays or damage caused by external factors or by suppliers.

Maximum liability is limited to the amounts invoiced, subject to a ceiling of EUR 2,500 per claim.

Article 9: Force majeure

In the event of force majeure (war, strikes, breakdowns, illness, fire, pandemic, etc.), SIMPL. SRL may suspend, amend or terminate the contract without liability for damages.

Article 10: Complaints

Any complaint must be submitted in writing within 5 days of delivery.

Complaints do not suspend payments.

Article 11: Payment

Invoices are due on the due date. Any unpaid invoice shall incur interest at a rate of 1 per cent per month and a fixed compensation of 20 per cent.

SIMPL. SRL may suspend or terminate the contract in the event of non-payment.

Article 12: Protection of personal data

The Customer’s personal data is processed for the purposes of contract management and retained for 5 years.

The Customer has the rights of access, rectification, erasure, restriction, objection and data portability.

The Data Protection Officer (DPO) is Nicolas Havenith: nicolas@simpl.be

Article 13: Insolvency

Any sign of insolvency shall render all invoices immediately due and payable and shall entitle SIMPL. SRL to terminate the contract.

Article 14: Exception for non-performance

In the event of no response from the Client for a period of 3 months, the service shall be deemed to have been completed and invoiced.

Article 14.1. Documentation of creative work

SIMPL. SRL may retain, for a reasonable period, any technical, graphic or administrative documentation necessary to demonstrate ownership of its rights, to provide evidence or to defend its legitimate interests.

Such documentation may include, in particular, interim versions of the designs produced, internal records, change logs, contractual correspondence, technical details, documentation relating to the licences used, or any other relevant evidence.

Such retention shall be carried out in accordance with applicable legal obligations and any contractual confidentiality undertakings that may have been entered into.

Article 15: Disputes

Any dispute shall be governed by Belgian law and shall be subject to the jurisdiction of the French-speaking courts of Brussels.