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 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) concluded between Simpl. SRL and the Customer and govern all the services that the Customer may request from Simpl. SRL in the context of their professional activity. In the event of a contradiction between a quotation and these terms and conditions. In the event of a contradiction between a quotation and these terms and conditions, the explicit mention of the quotation or the specifications issued by Simpl. SRL will take precedence.
- These general terms and conditions of sale are mentioned in the form of a link on all quotations and invoices issued in the context of Simpl. SRL's activities and communicated to the customer in the form of a pdf file with the first invoice.
- If any clause of these terms and conditions is found to be invalid or not in accordance with the law (for whatever reason), such invalidity shall not affect the remaining clauses of these terms and conditions, which shall remain applicable. The parties undertake to replace this clause with 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 implies acceptance of the GTC, it being specified that the Order will be subject to the GTC in force at the time of the Order. The last date of modification is indicated at the beginning of these Terms and Conditions.
Article 2: Sales contract, amendments and working hours.
- The projects are described in the specifications, which are included in the quotation that is sent to the client.
- Simpl. SRL's offers shall state the main purpose of the services and their price. However, it is clearly understood by the client that the implementation of complete projects may give rise to additional services on a fee-for-service basis depending, in particular, on the evolution of the client's requests (modifications to the initial project, addition of functionalities and/or modules, etc.).
- Any substantial change to the order during its execution, 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 changes that infringe its intellectual property rights.
- In the event of a request for substantial changes, the quotation is revised and the related work will not be carried out until the Client has approved the new quotation.
- Simpl. SRL will keep track of the hours worked on the project. It informs the Client on a weekly basis of the time that has elapsed and warns the Client if it finds that the project will take more or less time 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 Client, except in the event of a dispute at the express request of a judge or at the request of an administrative authority in accordance with the legislation in force.
- The Client undertakes not to reveal any confidential information of Simpl. SRL that it becomes aware of during the collaboration. This may include marketing strategies, prices, working methods, projects before they are finalised and any other element that 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 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 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 that has been designated as confidential or that each party may reasonably expect to be confidential and does not apply to information that has already been publicly disclosed.
Article 4: Time limits
- The deadlines for the performance of the services are given as an indication only, unless the quotation expressly specifies a formal delivery date in writing.
- Any delays in execution may not under any circumstances give rise to the cancellation of the contract or the order, nor to damages on the part of the Client.
- Simpl. SRL is exempt from the agreed deadline conditions 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 the intellectual property in the broadest sense of the word of all programming or creative work, whether it be one-off services or the realisation of complete projects.
- Specifically for the creation of the websites, or other realisations 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, for the whole world and for the duration of the rights (as provided for by the Belgian economic law code) for:
- the primary rights : reproduction and communication to the public, namely (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 in a direct or indirect manner (including by cable, satellite, radio waves, internet and computer networks) (iii) the right to private copying and reprography, (iv) the right to use the Site for promotional or advertising purposes according to the uses of the profession and (v) the right to rent and lend it ;
- the rights of secondary uses, namely (i) the right to translate or have translated the Site into all languages (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 that we create or use for our services to our clients. The same applies to the programming tools and modules, in the broadest sense of the term, developed by us. It is, however, expressly agreed that these rights shall be transferred to the customer by operation of law and without compensation in the event of the dissolution, liquidation or bankruptcy of our company. In all other cases, our express prior consent is required for the 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 work carried out for the Client.
- 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 Client may only withdraw from Simpl. SRL a job of a periodic nature or one that is scheduled to last for more than 6 months, provided that the periods of notice 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 Client will compensate the Service Provider for all damage incurred and loss of profit suffered during the period of non-compliance.
- Periods of notice (unless otherwise specified in the quotation or offer):
- 3 months for work with an annual turnover of less than EUR 7,500.00;
- 6 months for work with an annual turnover of less than EUR 25,000.00;
- 1 year for work with an annual turnover of EUR 25,000.00 or more
- If the Client cancels the contract before the end of its term, the Client formally undertakes to pay Simpl. SRL the full amount due for the work carried out up to that point, based on the amounts relating to the current schedule, the jobs carried out or in progress and the additional services carried out.
- The Client also undertakes to pay an additional cancellation fee equivalent to 30% of the residual value of the project as administrative and other costs. In addition, the deposit paid shall remain in the possession of Simpl. SRL.
Article 7: Obligations of the Customer
- The client assumes full responsibility for the content of the information, images, sounds, etc. that he publishes on his website and/or contained in his computer programs.
- The client declares that he/she is fully aware of the obligations he/she assumes in his/her capacity as owner and user of the IT products that we create for him/her (website, interface, etc.). As such, he/she is responsible for their use both in terms of intellectual property law and in terms of protection of privacy and prohibition of the dissemination of statements and/or images inciting racial hatred or violent, paedophilic, pornographic content or content contrary to good morals.
- Simpl. SRL expressly declines all responsibility for the content of the information provided by the client and for the use that the client makes or will make of the programmes and/or IT projects carried out on its 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, including 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 regard.
- In the event of a complaint from a third party, the Service Provider reserves the right to simply remove access to and/or stop the distribution of any content likely to infringe the rights of the complainant, without recourse from the Customer.
- The Customer shall indemnify (and hold harmless) the Service Provider against any claims by third parties for damages.
Article 8: Obligations of Simpl. SRL
- Unless expressly stipulated otherwise, Simpl. SRL is only bound by an obligation of means: Simpl. SRL therefore assumes no responsibility for delays, defects or other failures resulting from an external cause or events, even if foreseeable, beyond its own control (for example, but not limited to: electrical breakdowns, failure of the telecommunications network, illness, service incident, or failure of one of the subcontractors or another Service Provider, etc.).
- Except in the case of fraud or gross negligence on its part, Simpl. SRL cannot be held liable for any direct damage suffered by the Client, such as loss of profit, reduction in turnover or any other increase in overheads, or the loss or damage of originals or data.
- In this respect, the Client undertakes to keep 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 a person acting on his behalf and/or in his name, or of a third party.
- The proofreading of the texts of the advertisements produced by Simpl. SRL in accordance with the order form is the responsibility of the Client, who therefore assumes full responsibility. No compensation can be claimed from Simpl. SRL for this.
- The Service Provider shall not be liable for any problems or disputes arising after the delivery of the ordered equipment.
- Simpl. SRL is only responsible for the work, studies, creations or projects that it has carried out itself.
- In the event that Simpl. SRL is unable to invoke one of the grounds for exemption stipulated in these general conditions, it will only be liable for the amounts invoiced to the Client, with a maximum of €2,500 per claim.
Article 9: Force Majeure
- In the event of force majeure, Acts of God and, more generally, in all circumstances that prevent, reduce or delay the execution of the work by Simpl. SRL, or that cause an excessive worsening of the commitments undertaken by the latter, the Service Provider is relieved of all responsibility, and may reduce the commitments, break the agreement or cancel the execution without being obliged to pay any compensation to the Customer.
- Such circumstances include, but are not limited to: war, civil war, serious illness of the Contractor or his subcontractors and/or employees, mobilisation, unrest, strike, lockout, both on the part of the Contractor and his co-contractors, 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 prohibitions imposed by the authorities, e.g. 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 (registered letter sent to its head office or e-mail with acknowledgement of receipt to the e-mail address firstname.lastname@example.org and duly substantiated by the Customer. No complaint will be accepted if it is not sent to the Service Provider within 5 days of the delivery of the ordered material to the Customer.
- Claims do not suspend the due dates of payments.
- In any case, any omissions, errors or design faults that may have escaped the Client's attention when submitting 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 corrections at the Client's expense, and the Client may not in any way use the discovery of these errors as an argument to postpone the 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. The Client may under no circumstances assert a right of set-off against Simpl. SRL.
- Any invoice not paid on its due date shall automatically and without notice of default generate interest of 1% per month from the due date. In addition, any invoice not paid on its due date shall automatically be increased by a fixed compensation of 20% with a minimum of 75 euros.
- In the event of total or partial non-payment of an invoice within 30 days of the due date, Simpl. SRL reserves the right to declare any agreement or contract concluded with the Client to be terminated to its detriment, ipso jure, without formal notice, by means of a simple letter sent by registered post.
- The suspension or cancellation of an order shall not entitle the Customer to claim any damages.
Article 12: Protection of the Customer's personal data
- In the course of Simpl. SRL's activities, the Client will be asked to provide personal data. The Client is informed that the personal data collected and processed in relation to the contract (offer document or agreement) is strictly confidential. This data is collected for accounting purposes and for the proper management of the contract and its file in the context of the supply of the following goods and/or services: visual identity, printed materials and web development.
- The data collected are: surname, first name, address, landline telephone number, mobile telephone number, e-mail address, VAT number (if available) and Crossroads Bank for Enterprises number (if available).
- These data will be kept for a period of 5 years. Once the period has expired, the accounting and/or legal data will be archived and the other data will be deleted.
- In accordance with the legal provisions, the Customer has a right of access to data, a right of rectification or deletion. The Customer also has the right to request a limitation on the processing of his personal data, to object to the processing of his data and to the right to the portability of his data. They may also object at any time to their data being used for purposes other than the proper management of their file, where applicable.
- 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: email@example.com
- Simpl. SRL undertakes to implement all appropriate and reasonable technical and organisational measures to ensure the protection of the Client's data. In this respect, it undertakes an obligation of means.
- If the Customer believes that he has been harmed in the context of 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 on the due date, protest, notice of seizure, application for judicial reorganisation, deferment of payment, even if unofficial, opening of bankruptcy proceedings or any other fact indicating the insolvency of the Client, 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 prior notice or indemnity
Article 14: Exception of non-performance
- If a service is interrupted due to the Client's delay in responding to the documents or requests presented to it by Simpl. SRL, the work will be invoiced to the Client in the state in which it was carried out after a period of one month as set out above.
- If, at the Client's request, the performance of the work is temporarily suspended, or if the Client is late in responding to the documents submitted, the Contractor may in any case issue a provisional invoice at the current stage of the order's performance (services, wages, raw materials, subcontracting, etc.).
- After a period of three months without any feedback from the Customer, the service ordered is considered to be completed and an invoice is drawn up at the stage of execution of the order (service, salaries, raw materials, subcontracting, etc.) by Simpl. SRL and sent to the Customer.
Article 15: Disputes
- Any dispute relating to the conclusion, validity or execution of these general 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 shall bring novation or derogation to this express clause of exclusive jurisdiction. Only Belgian law shall apply.