Article 1. General

All contracts and quotations issued by SIMPL. SRL, whose registered office is located at 9, rue Joseph Verhasselt, 1083 Brussels and whose registration number with the Banque Carrefour des Entreprises is BE 0642.923.027, are subject to the present general terms and conditions, to the exclusion of those of the Customer.

The present general terms and conditions of sale form a contractual whole with the quotation(s) concluded between SIMPL. SRL govern all services that the Customer may request from SIMPL. SRL in the course of its professional activity. In the event of any contradiction between a quotation and these terms and conditions. SRL's quotation or specifications shall prevail. SRL shall prevail.

These general terms and conditions of sale are mentioned as a link on all quotations and invoices issued by SIMPL. SRL and communicated to the customer as a pdf file with the first invoice.

Should any clause of the present general terms and conditions of sale be declared null and void or not in conformity with the law (for whatever reason), such nullity shall not affect the remaining clauses of the present general terms and conditions of sale, which shall remain applicable. The parties undertake to replace this clause by a valid clause having the same object as soon as possible.

SIMPL. SRL reserves the right to modify and update the content of the GTC at any time without prior notice, at its sole initiative. Each Order gives rise to acceptance of the GTCS, it being specified that the Order will be subject to the GTCS in force at the time of the Order. The last date of modification is indicated at the beginning of this document.

Article 2: Sales contract, modifications and working hours.

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

SIMPL. SRL's quotations clearly state the main purpose of the services and their price. The customer understands, however, that the realization of complete projects may give rise, in addition, to services provided on a contract basis, depending, in particular, on the evolution of the customer's requests (modifications to the initial project, addition of functionalities and/or modules, etc.).

Any substantial modification of the order during its execution, as well as any change in the use or distribution of the creations or materials delivered, may lead to a revision of the price initially agreed, without prejudice to SIMPL. SRL's right to object to modifications that infringe its intellectual property rights.

If substantial modifications are requested, the quotation will be revised and the related work will not be carried out until the Customer has approved the new quotation.

SIMPL. SRL keeps a running tally of the hours worked on the project. It informs the Customer on a weekly basis of the time elapsed and warns him if it becomes apparent that the project will take longer or shorter than expected, bearing in mind that a working day lasts eight (8) hours.

Article 3: Confidentiality

SIMPL. SRL undertakes not to divulge any confidential information provided by the Customer, except in the event of litigation at the express request of a judge or at the request of an administrative authority under current legislation.

The Customer undertakes not to reveal any confidential information of SIMPL. SRL of which it becomes aware during the collaboration. This may include marketing strategies, prices, working methods, projects prior to completion, and any other items that the Customer may reasonably expect to be confidential.

This confidentiality must be respected by the parties both during the term of the contract and for 5 years after provisional acceptance. Any breach of this article shall immediately entitle the party suffering the breach to claim from the party at fault a lump-sum indemnity of EUR 1,500 per breach and per day, without prejudice to that party's right to claim damages.

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

Article 4. Deadlines

Delivery times are given as an indication only, unless the quotation expressly specifies a binding delivery date in writing.

Under no circumstances may any delay in performance give rise to termination of the contract or order, or to any claim for damages on the part of the Customer.

SIMPL. SRL is exempt from the agreed terms of delivery in the event of force majeure or any other cause beyond our control occurring either in our offices or at our main subcontractors.

Article 5: Intellectual property

SIMPL. SRL is responsible for intellectual property in the broadest sense of the term, for all programming and creative work of any kind (one-off services or complete projects).

Specifically for the creation of websites, or other realizations mentioned in the quotation which are protected by copyright in return for the price paid by the customer, we grant the customer an exclusive, non-transferable license, for the whole world and for the duration of the rights (as provided by the Belgian economic law code) for:
a) the primary rights : reproduction and communication to the public, i.e. (i) the right to fix the Site by any technique and to reproduce it on any medium (ii) the right to distribute the Site and to communicate it to the public by any technique, directly or indirectly (including by cable, satellite, Hertzian waves, Internet and computer networks) (iii) the right of private copying and reprography, (iv) the right to use the Site for promotional or advertising purposes in accordance with the practices of the profession and (v) the right of rental and lending;
b) secondary use rights, namely (i) the right to translate or have translated the Site into any language (ii) the right to adapt or have adapted the Site and to modify it (iii) the right to reproduce the Site in other works.

SIMPL. SRL retains ownership of the source code of all software elements we create or use for our services to our customers. The same applies to programming tools and modules, in the broadest sense of the term, developed by us for our own use. It is expressly agreed, however, that these rights shall be transferred to the customer by operation of law and without compensation in the event of dissolution, liquidation or bankruptcy of our company. In all other cases, our express prior consent is required for partial or total use of the source code.

SIMPL. SRL reserves the right to display its reference as well as a copyright on the results of the services and realizations carried out for the Customer.

In the event of a contract, all sources and references used may be used solely by SIMPL. SRL and belong exclusively to it.

Article 6 : Cancellation of an order

The Customer may only withdraw from SIMPL. SRL from a job of a periodic nature or one scheduled to last more than 6 months, unless the notice periods set out below are observed.

Notice must be given by registered letter addressed to the registered office of SIMPL SRL. In the event of non-compliance, the Customer shall compensate the Service Provider for all damages incurred and loss of profit suffered during the period of non-compliance.

Notice periods (unless otherwise specified in the quotation or offer) :

• 3 months for work representing annual sales of less than EUR 7,500.00 ;
• 6 months for work representing annual sales of less than EUR 25,000.00 ;
• 1 year for work representing annual sales of EUR 25,000.00 or more

In the event of cancellation of the contract by the Customer before its term, the Customer formally undertakes to pay SIMPL. SRL the full amount due for the work performed up to that point, based on the amounts relating to the current schedule, the jobs completed or in progress, and the additional services performed.

The customer also undertakes to pay an additional cancellation indemnity equivalent to 30% of the residual value of the project, to cover administrative and other costs. In addition, any deposit paid remains the property of SIMPL SRL.

Article 7: Customer obligations

The customer assumes full responsibility for the content of the information, images, sounds, etc. published on its website and/or contained in its computer programs.

The customer declares that he is fully aware of his obligations as owner and user of the IT products we create for him (website, interface, etc.). As such, he/she is responsible for their use, both in terms of intellectual property law and the protection of privacy and the prohibition of the dissemination of statements and/or images inciting racial hatred or content that is violent, pedophilic, pornographic or contrary to public decency.

SIMPL. SRL expressly declines all responsibility for the content of the information provided by the customer and for the use that the customer makes or will make of the computer programs and/or projects carried out on the customer's behalf.

The Customer warrants to the Service Provider that the materials provided by the Customer to the Service Provider for the execution of its orders may be freely used (without infringing any rights, in particular intellectual property rights or rights relating to privacy or confidentiality), without restriction, for the purposes of such orders, and releases the Service Provider from any liability in this respect.

In the event of a complaint by a third party, the Service Provider reserves the right to purely and simply remove access to and/or stop the distribution of any content likely to infringe the rights of the complainant, without any possible recourse by the Customer.

In particular, it shall indemnify (and hold harmless) the Service Provider against all claims by third parties claiming damages.

Article 8: SIMPL SRL's obligations

Unless otherwise expressly stipulated, SIMPL. SRL is only bound by an obligation of means: SIMPL. SRL therefore assumes no liability for delays, defects or other failures resulting from an external cause or events, even foreseeable, beyond its own control (examples, without this list being limitative: electrical breakdowns, failure of the telecommunications network, illness, service incident, or failure of one of the subcontractors or another Service Provider, etc.).

SIMPL. SRL can in no way be held responsible for direct damage suffered by the customer, such as loss of earnings, reduction in sales or any other increase in overheads, or loss or damage to originals or data.

In this respect, the Customer undertakes to retain all originals of all resources made available to the Service Provider.

Furthermore, SIMPL. SRL is in no way responsible for defects caused directly or indirectly by the fault or negligence of the Customer himself or of a person acting on his behalf and/or in his name, or of a third party.

SIMPL. SRL in accordance with the order form is the responsibility of the customer. SIMPL. SRL in this respect.

The Service Provider is in no way responsible for problems or disputes arising after delivery of the equipment ordered.

SIMPL. SRL is only responsible for work, studies, creations or projects that it has carried out itself.

In the event that SIMPL. SRL cannot invoke one of the grounds for exoneration stipulated in these general terms and conditions, its liability shall in any event be limited to the amounts invoiced to the Customer, up to a maximum of €2,500 per claim.

Article 9: Force Majeure

In the event of force majeure, Faits du Prince and, more generally, in all circumstances which prevent, reduce or delay the performance of the work by SIMPL SRL, or which cause an excessive worsening of the commitments made by the latter, the Service Provider is relieved of all responsibility, it may reduce the commitments, terminate the agreement or cancel its performance without being required to pay any compensation to the Customer.

Such circumstances include, but are not limited to: war, civil war, serious illness of the Service Provider or its subcontractors and/or employees, mobilization, unrest, strike, lock-out, both on the part of the Service Provider and its co-Suppliers, machinery breakdown, computer bugs or viruses, fire, water damage, interruption of means of transport, difficulties in the supply of raw materials, materials and energy, as well as restrictions or prohibition provisions imposed by the authorities, for example in connection with a Pandemic or an act of terrorism.

Article 10: Complaints

Any complaint relating to the creations or the material delivered must be notified in writing to SIMPL. SRL (by registered letter addressed to its head office, or by e-mail with acknowledgement of receipt to the e-mail address hello@simpl.be) and duly substantiated by the Customer. No complaint will be accepted if it has not been sent to the Service Provider within 5 days of delivery of the ordered material to the Customer.

Claims do not suspend payment due dates.

In any case, any omissions, errors or design faults which may have escaped the Customer's vigilance during the presentation of the various proofs and/or at the time of final approval of the project cannot be attributed to SIMPL. SRL, which will make any necessary rectifications at the Customer's expense, and the Customer may in no way use the discovery of such errors to postpone payment of invoices that have fallen due.

Article 11: Payment of invoices and transfer of ownership of orders

Invoices are due on the due date indicated on the invoice or, by default, in cash at the time of delivery of the goods. As long as the work has not been paid for, the media, products or work carried out remain in the possession of SIMPL SRL. Under no circumstances may the Customer assert a right of set-off against SIMPL. SRL a right of set-off.

Any invoice not paid by the due date will automatically and without notice accrue interest at a rate of 1% per month from the due date. In addition, any invoice not paid by its due date will automatically be subject to a flat-rate penalty of 20%, with a minimum of 75 euros.

In the event of total or partial non-payment of an invoice within 30 days of its due date, SIMPL. SRL reserves the right to declare any agreement or contract entered into with the Customer terminated at the Customer's expense, ipso jure and without formal notice, by simple registered letter sent to the post office.

The suspension or cancellation of an order will not entitle the Customer to claim any damages whatsoever.

Article 12: Protection of the Customer's personal data

In the course of SIMPL SRL's activities, the customer will be asked to provide personal data. The Customer is hereby informed that the personal data collected and processed in connection with the contract (offer document or agreement) are strictly confidential. This data is collected for accounting purposes and for the proper management of the contract and its file in connection with the supply of the following goods and/or services: visual identity, print media and web development.

The data collected is: surname, first name, address, landline telephone number, mobile telephone number, e-mail address, VAT number (if available) and Banque-Carrefour des Entreprises number (if available).

This data will be kept for a period of 5 years. Once this period has elapsed, the accounting and/or legal data will be archived and the other data deleted.

In accordance with legal provisions, customers have the right to access, rectify or delete their personal data. Customers also have the right to request a restriction on the processing of their personal data, to object to the processing of their data, and to the portability of their data. They may also object at any time to their data being used for purposes other than the proper management of their file.

The personal data provided by the Customer is managed by the Data Protection Officer at SIMPL. SRL, Nicolas HAVENITH, who can be contacted at the following address: nicolas@simpl.be

SIMPL. SRL undertakes to implement all appropriate and reasonable technical and organizational measures to ensure the protection of the Customer's data. In this respect, it undertakes an obligation of means.

If the Customer considers that he has been harmed in connection with the protection of his personal data, he may contact the data protection supervisory authority (Rue de la Presse, 35, 1000 Brussels, contact(at)apd-gba.be, https://www.autoriteprotectiondonnees.be/contact).

Article 13 Insolvency

Failure to pay by the due date, protests, notices of seizure, applications for judicial reorganization proceedings, deferment of payment, even unofficial, the opening of bankruptcy proceedings or any other fact indicating the Customer's insolvency, shall result in the forfeiture of the term granted for payment, shall render all invoices not yet due immediately payable, for any work whatsoever, and shall confer on the Service Provider the right to terminate the order(s) and contract(s) in progress without notice or compensation.

Article 14 Non-performance exception

In the event of interruption of a given service, due to the Customer's delay in responding to the documents or requests presented to him by SIMPL SRL, the work, in the state of execution in which it is, will be invoiced to him as provided above after a period of one month.

If, at the Customer's request, the performance of the work is temporarily suspended, or if the Customer delays acting on the documents submitted, the Service Provider may in all cases issue a provisional invoice at the current stage of the order (service, wages, raw materials, subcontracting, etc.).

After a period of 3 months without any feedback from the Customer, the service ordered is deemed to have been completed, and an invoice is drawn up at the stage of order execution (service, wages, raw materials, subcontracting, etc.) by SIMPL. SRL and sent to the Customer.

Article 15: Disputes

Any dispute relating to the conclusion, validity or performance of these terms and conditions shall be governed by Belgian law and shall be submitted to the sole jurisdiction of the Courts of the judicial district of Brussels, in French.

No method of payment or execution will bring novation or derogation to the present express clause of exclusive attribution of jurisdiction. Belgian law shall be exclusively applicable.