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 that 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 the activities of SIMPL. SRL, and are provided to the Customer as a PDF file with the first invoice.

Should any clause of these terms and conditions be declared null and void or non-compliant with the law (for whatever reason), such nullity shall not affect the remaining clauses of these general terms and conditions of sale, which shall remain applicable. The parties undertake to replace such clause with a valid clause 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 of the Order. The date of the last amendment is indicated at the beginning of these terms.

Article 2: Sales contract, amendments and calculation of 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 completion of full-scale projects may give rise to additional time-and-materials work, depending, in particular, on changes in 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 shall be revised and the related work shall 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 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 they become aware during 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 respected by the parties both during the term of the contract and for a period of 5 years following provisional acceptance. Any breach of this clause shall immediately entitle the party suffering the breach to claim from the party at fault a fixed 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 already in the public domain.

Article 4: Deadlines

Deadlines for the performance of services are given for information purposes only, unless the quotation expressly specifies in writing a formal delivery date which is binding.

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 is exempt from the agreed time limits in the event of force majeure or any other cause beyond our control occurring either at our offices or at the premises of our main subcontractors.

Article 5: Intellectual Property

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

Specifically for 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 reference and a copyright notice on the deliverables.

Article 6: Cancellation of an order

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

3 months if annual turnover < EUR 7,500;

6 months if annual turnover < EUR 25,000;

1 year if annual turnover ≥ EUR 25,000.

In the event of early cancellation, the Client must pay for all services rendered as well as an additional compensation of 30% of the residual value of the project.

Article 7: 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 delays or damages due to external causes or to suppliers.

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

Article 9: Force majeure

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

Article 10: Complaints

Any complaint must be made 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 1% per month and a fixed penalty of 20%.

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 DPO is Nicolas Havenith: nicolas@simpl.be

Article 13: Insolvency

Any sign of insolvency renders all invoices immediately due and payable and allows for the termination of the contract.

Article 14: Exception of non-performance

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

Article 15: Disputes

Any dispute is subject to Belgian law and the French-speaking courts of Brussels.