Simba Service is the trade name of Are Agency BVBA, Provinciale Steenweg 39 2627 Schelle, with company number 0699758196.
E-mail: Hello@simbaservice.be. Website: www.simbaservice.be / https://portal.simbaservice.be/. Phone: +32 337 686 40
General terms and conditions SIMBA SERVICE
Article 1 Definitions
In these general terms and conditions, the following terms are used in the following sense, unless expressly stated otherwise. Simba Service: the publisher of these general terms and conditions. Client: the consumer or company who gives Simba Service an order and thereby expressly agrees to these general terms and conditions, of which he has taken prior notice. Assignment: the execution of the works described in the different packages on the website of Simba Service: www.simbaservice.be and which are contractually stipulated; Agreement: the agreement of an assignment or an agreement concluded by purchase of a package, which is drawn up and signed by the parties in consultation, digitally or otherwise.
Article 2 General
1. These terms and conditions apply to every offer, quotation, order and agreement between Simba Service and a Client.
2. The present terms and conditions also apply to all agreements concluded with Simba Service whereby third parties are called upon for the execution of this agreement.
3. Any deviations from these general terms and conditions are only possible and valid when expressly agreed in writing or by e-mail.
4. The applicability of any purchase or other terms and conditions of the Customer is expressly rejected. Should other terms and conditions nevertheless apply to the legal relationship between Simba Service and the Client, the general terms and conditions of Simba Service shall prevail in case of conflicting terms and conditions.
5. If one or more of the provisions of these general terms and conditions are null and void or may be annulled, the remaining provisions of these general terms and conditions shall remain fully applicable. Simba Service and client shall then enter into negotiations in order to agree new stipulations to replace the void or voided stipulations, whereby if and as much as possible the purpose and tenor of the original stipulation shall be observed.
6. Where these terms and conditions do not deviate from rules of supplementary law, the parties aim to apply these supplementary rules to their agreement, unless this has been deviated from in writing or by e-mail.
Article 3 Execution of the Agreement
1. The parties shall perform the agreement to the best of their knowledge and ability, in accordance with the requirements of good workmanship and good faith.
2. If and as far as a proper execution of the agreement requires, Simba Service has the right to have certain activities performed by third parties.
3.1 The Client shall ensure that all data, which Simba Service indicates are necessary or which the Client should reasonably understand are necessary for the execution of the agreement, shall be provided to Simba Service in a timely manner.
3.2 If the data required for the execution of the agreement are not provided to Simba Service within the term stipulated below (3.3), Simba Service has the right to suspend the execution of the agreement and / or to charge the Customer the additional costs resulting from the delay according to the usual rates.
3.3 When requesting an order under the agreement, the Client shall transfer to Simba Service the necessary data for the execution of the order within a period of 24 hours.
4. Simba Service shall not be liable for any damage, of whatever nature, resulting from incorrect or incomplete information provided by the Client, unless Simba Service knew or reasonably should have known this incorrectness or incompleteness. Client indemnifies Simba Service for possible claims of third parties, which suffer damages in connection with the execution of the agreement and which are attributable to Client.
5. If it is agreed that the agreement will be executed in phases, Simba Service can suspend the execution of those parts belonging to a next phase until the Client has approved the results of the preceding phase in writing, via e-mail or via Simba Service’s online platform.
6. Simba Service has the right to refuse orders on a discretionary basis.
7. Delivery of the design by Simba Service within the predetermined period, being 48 or 72 hours, depending on the chosen package, is part of a best-efforts obligation.
Article 4 Modification of the agreement
1. If during the execution of the agreement it appears that for a proper execution of the assignments it is necessary to modify or supplement the agreement, the parties will make the necessary adjustments in a timely manner and by mutual agreement.
2. If parties agree that the agreement is amended or supplemented, the time of completion of the execution of the orders may be affected as a result. Simba Service shall inform the Client of this as soon as possible.
3. If the amendment or supplement to the agreement will have financial and / or qualitative consequences, Simba Service shall inform the Client thereof in advance. In case the financial and / or qualitative consequences were not foreseeable prior to the amendment or addition of the agreement, Simba Service shall notify the Client thereof within a reasonable period after notification.
4. If a fixed fee has been agreed, Simba Service shall indicate to what extent the amendment or supplement to the agreement will result in an increase of this fee.
5. Contrary to paragraph 3, Simba Service shall not be able to charge additional costs if the change or addition is the result of circumstances attributable to Simba Service.
6. As far as agreements concluded in the B2B context are concerned, the Client is deemed to have accepted justifiable changes proposed by Simba Service regarding the price, features or conditions of the agreement if the Client fails to respond to them in writing within a period of 10 working days. This period starts to run from the day the Client was informed of the changes or could reasonably have taken note of the changes.
7. Regarding agreements of indefinite duration entered into in the B2C context, the Client is deemed to have accepted justifiable changes proposed by Simba Service regarding the price or conditions of the agreement if she fails to respond to them in writing within a period of 10 working days after she was informed of them or could reasonably have taken note of them. The Client is entitled to terminate the agreement within this period of 10 working days at no cost and without compensation. In the absence of any response within this period, the amendments will become applicable to the agreement.
Article 5 Contract performance period
1. The agreement between Simba Service and a Client is entered into for a fixed term of 1, 6 or 12 months or a one-time assignment, which is determined according to the package chosen by the Client, unless otherwise follows from the nature of the agreement or the parties expressly agree otherwise in writing.
2. If within the term of the agreement a term has been agreed for the completion of certain activities, this shall never be a term that can result in the dissolution of the agreement. If the term of execution is exceeded, the client must therefore give Simba Service written notice of default.
3. Bij afname van pakketten die door Simba Service zijn samengesteld, worden de door Simba Service aangegeven uitvoeringstermijnen gehanteerd. In dat kader worden de uitvoeringstermijnen nader vastgesteld.
Article 6 Price Agreements
1. The parties shall agree on a fixed fee at the formation of the agreement, depending on the package selected.
2. Prices displayed on the website (www.simbaservice.be) of Simba Service are indicative and subject to change.
3. Prices displayed on the website (www.simbaservice.be) are only effective between parties after they have been accepted by the Client and confirmed by Simba Service, which shall be done in writing, by e-mail or via a confirmation on the online platform.
4. As far as companies are concerned, the package price and any cost estimates are exclusive of VAT.
5. When purchasing packages, as offered by Simba Service on its website (www.simbaservice.be), payments shall be made in a manner to be indicated by Simba Service.
6. Furthermore, Simba Service may increase the fee if during the execution of the agreement it appears that the originally agreed or expected amount of work was underestimated to such extent at the time of concluding the agreement, and this is not imputable to Simba Service, that Simba Service cannot reasonably be expected to carry out the agreed work for the original fee. Simba Service shall in such case notify the client of the intention to increase the fee or rate. Simba Service shall indicate the scope of and the date on which the increase will take effect.
Article 7 Payment
1. Payment shall take place within 15 days after invoice date, in a way to be indicated by Simba Service in the currency of the invoice, unless otherwise agreed. Contestation of invoices does not suspend the payment obligation.
2. In case of late payment, a late payment interest shall be due in the amount of 2% per year if the Customer is a consumer or in the amount of 10% per year if the Customer is a company. This late payment interest shall be due ipso jure and without prior notice of default. In addition, a lump-sum fee for administrative costs in the amount of 10% of the amount due with a minimum of EUR 100 will also be payable.
Article 8 Complaints
1. Complaints about work carried out must be reported by the Customer to Simba Service in writing by means of a notice of default within 8 days after discovery, but at the latest within 14 days after completion of the relevant work. The notice of default shall contain as detailed a description of the shortcoming as possible, so that Simba Service is able to respond adequately.
2. If a complaint is justified, Simba Service shall still perform the work as agreed, unless this has meanwhile become demonstrably useless for the client. The latter must be made known by the Client in writing as soon as Simba Service would resume the work. A complaint shall only be justified if the work was performed in a manner manifestly unreasonable to the formulation and application of the order in question.
3. If the subsequent performance of the agreed work is no longer possible or useful, Simba Service shall only be liable within the limits of article 13.
Article 9 Termination
1. If the agreement is terminated prematurely by Client, Simba Service is entitled to compensation, which Simba Service shall charge in consultation with Client, unless facts and circumstances underlying the termination are attributable to Simba Service or unless the applicable legal provisions allow this. Furthermore, Client shall then be obliged to pay the invoices for work performed until then. The preliminary results of the work performed until then shall therefore be made available to Client under reservation.
2. If the Client purchases a package as shown on the website (www.simbaservice.be), the Client shall be bound as far as possible to the terms of the relevant package. Early termination by the Client entitles Simba Service to compensation for damages suffered and possible consequences this may have for Simba Service, if legally permissible. This will be charged by Simba Service in consultation with the Client.
3. If the agreement is terminated prematurely by Simba Service, Simba Service shall in consultation with Client arrange for transfer of still to be performed work to third parties, unless facts and circumstances underlying the termination are attributable to Client.
4. If it concerns a package of Simba Service consisting of a one-off
Article 10 Renewal of Agreement
1. Agreements between Simba Service and the Client entered into on the basis of package purchase in a B2B context shall be tacitly renewed after the expiry of the agreed term by the same term as originally agreed.
2. If the Principal does not wish to extend the agreement, he must give written notice of termination no later than one quarter of the current term before the end date. If this deadline is not met, the agreement is automatically extended for the same period as agreed at the start, unless a different arrangement was agreed in writing.
3. Simba Service reserves the right to terminate the agreement subject to a notice period of five (5) working days, without this notice period being able to exceed the original duration of the agreement.
4. The “Not satisfied? New design!” guarantee does not apply to contract extensions.
Article 11 Suspension and dissolution
1. Simba Service is authorized to suspend the fulfillment of its obligations or to dissolve the agreement, if:
- Client does not fulfill or does not fully fulfill its obligations under the Agreement.
- After entering into the agreement Simba Service learns of circumstances giving good ground to fear that the Client shall not fulfill the obligations. In case there are good grounds to fear that the Client will only partially or improperly fulfill its obligations, suspension shall only be allowed as far as the shortcoming justifies it.
- Client was requested to provide security for the fulfillment of its obligations under the agreement at the conclusion of the agreement and this security is not provided or is insufficient.
2. If the agreement is dissolved, Simba Service’s claims against the Customer are immediately due and payable. If Simba Service suspends the fulfilment of its obligations, it shall retain its claims under the law and the agreement.
3. Simba Service always retains the right to claim damages.
Article 12 Liability
1. If Simba Service should be liable, this liability is limited to what is regulated in this provision.
2. If Simba Service is liable for foreseeable damage, such liability shall be limited to a maximum of twice the invoice amount.
3. Notwithstanding the provisions under 2. of this article, in the event of an assignment with a total duration of more than six months, the liability shall be further limited to the amount for the last six months.
4. By foreseeable damage is exclusively understood: – the reasonable costs made to determine the cause and the extent of the damage, as far as the determination relates to damage in the sense of these terms and conditions; – any reasonable costs made to have the faulty performance of Simba Service meet the agreement, unless these cannot be attributed to Simba Service; – reasonable costs made to prevent or limit damage, as far as Customer proves that these costs have led to limitation of direct damage as meant in these general terms and conditions.
5. Simba Service shall not be liable for unforeseeable damage, including but not limited to: consequential damages, lost profits, missed savings and damages due to business stagnation.
6. The limitations of liability contained in these terms and conditions do not apply if the damage is due to intent or gross negligence of Simba Service.
Article 13 Force Majeure
1. The parties are not obliged to fulfill any obligation if they are hindered to do so as a result of a circumstance that is not due to fault, and is not for their account by virtue of the law, a legal act or generally accepted practice.
2. In these general terms and conditions, force majeure shall be understood, besides what is understood in the law and jurisprudence, to mean all external causes, foreseen or unforeseen, on which Simba Service can have no influence, but which make it impossible for Simba Service to fulfil its obligations. Strikes in the company of Simba Service are included.
3. Simba Service also has the right to invoke force majeure if the circumstance preventing (further) fulfilment occurs after Simba Service should have fulfilled its obligations.
4. Parties can suspend the obligations under the agreement during the period of force majeure. If this period lasts longer than two months, each of the parties shall be entitled to dissolve the agreement, without any obligation to compensate damage to the other party.
5. Insofar Simba Service at the time of the force majeure has already partially fulfilled its obligations from the agreement or will be able to fulfil them, and the fulfilled respectively to be fulfilled part has independent value, Simba Service shall have the right to invoice the fulfilled respectively to be fulfilled part separately. Customer shall be held to pay these invoices as if it were a separate agreement.
Article 14 Confidentiality
1. Both parties are obliged to keep confidential any confidential information obtained from each other or from any other source within the framework of their agreement, such as graphical, technical, functional, technological, commercial, economic, operational, strategic, business and financial information in any form (oral or written, digital or non-digital). Such information shall be considered confidential if communicated by the other party or if it arises from the nature of the information (hereinafter the ‘Confidential Information’). Such Confidential Information shall be considered and treated as confidential both during and after the termination of the Agreement and for five (5) years after the termination of the Agreement. This if an NDA has been signed.
2. The Parties shall not be permitted, during the Agreement and for a period of ten (10) years after the termination of the Agreement, to disclose, either directly or indirectly, any of the Confidential Information, except with the prior written consent of the other Party:
- Use Confidential Information for any purpose other than the performance of the Agreement;
- Disclose Confidential Information to third parties, other than those persons who reasonably should have access to the Confidential Information by virtue of their position with or professional relationship to a Party, and have knowledge with respect to the contents of this Confidential Information, for the purpose of executing the Agreement;
- Disclosing Confidential Information to third parties without the prior written consent of the other party
- In any way copy or reproduce Confidential Information for purposes other than for the performance of the Agreement;
unless it would be required to do so by any statutory or other mandatory provision, by court order or in order to enforce its rights under the Agreement. This if an NDA has been signed.
3. This obligation of confidentiality and non-use shall not or shall no longer apply:
(a) on information that is in the public domain or generally known, without that fact resulting from a breach of the present confidentiality agreement;
(b) to information legally obtained from a third party, without restrictions nor by violation of pre-existing confidentiality agreement;
(c) to information that a party can prove was legally in its possession prior to being disclosed to it by the other party in execution of this confidentiality agreement;
(d) when its dissemination is required by law or court order; where appropriate, the other party shall be notified in writing as soon as possible, if possible before the information is released;
(e) to information independently developed by any party without violation of this confidentiality agreement
4. Simba Service undertakes to keep the cooperation with Client confidential and also not to use the delivered materials as promotional material for its own use. This if an NDA has been signed.
5. Deviation from this Article on confidentiality can be made by means of an explicit confidentiality agreement, made by one of the parties, to which the parties commit themselves. This if an NDA has been signed.
6. Each party guarantees the proper execution of the confidentiality commitment by its employees; in particular, it shall take all useful security measures to guarantee such confidentiality. This if an NDA has been signed.
Article 15 Intellectual property and copyrights
1. In accordance with the terms and modalities of this agreement, Simba Service assigns to the Client all intellectual property rights (including but not limited to copyrights, neighboring rights, patent rights, design rights, trademark rights, trade name rights, database rights, domain name rights, trade secrets, know-how, breeders’ rights) to its contribution in the development of the designs. This contribution of Simba Service includes all technical, functional, technological and other knowledge of Simba Service relating to the designs, regardless of their nature or appearance and regardless of the carrier on which they are recorded, including but not limited to drawings, prototypes, documents, source codes, analyses, production and application methods, specifications, ideas, designs, test results, documentation, software, processes, formulas as well as any form of research and development concerning the Order (hereinafter the “Contribution”).
2. The transfer of the intellectual property rights shall be exclusive, valid for the entire world and for the entire period of protection of the relevant rights and to the fullest extent, i.e. for all possible modes and forms of exploitation.
3.Simba Service shall not use, exploit or protect (including by means of deposit) the Intellectual Property Rights, either in its own name or for its own account or for the name or account of a third party, in particular a competitor of the Client. Simba Service is, however, entitled to use the Contribution as a reference on its website or in other advertising material.
4. Simba Service also waives its moral rights to respect and naming on the Contribution.
5. The transfer of the Intellectual Property Rights is done free of charge and Simba Service guarantees that it has obtained all rights from third parties to the possible creations integrated in the Contribution and that the Client does not owe any additional compensation for this.
6. Simba Service indemnifies the Client against all claims of third parties in case of alleged infringements of their intellectual property rights or related rights (such as personality rights, rights to know-how, unfair competition and the like more) allegedly arising on the transferred Intellectual Property Rights.
7. The end, dissolution or termination of the Agreement shall not affect the transfer of the Intellectual Property Rights to the Contribution, which shall remain the property of the Client.
Article 16 Website of Simba Service.
1. It is not excluded that there may be information on our website (www.simbaservice.be) that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, prices, promotions, offers and availability. Simba Service reserves the right to correct errors, inaccuracies or omissions and to amend or update information or cancel orders if information contained in the contract or on any website is inaccurate at any time without notice (including after you have submitted your order).
2. Submission of personal information via the website (www.simbaservice.be) is subject to our privacy policy. The privacy policy can be found in the footer of the website.
Article 17 Disputes and competent court
1. The court in the place of business of Simba Service (Antwerp) is exclusively competent to take cognizance of disputes, without prejudice to the right of the consumer to bring the case before the court of his domicile.
2. The parties shall only resort to court after first making every effort to settle a dispute by mutual agreement.
3. If the Client is a consumer and is not satisfied with the way the dispute is trying to be resolved, it can also always turn to Online Dispute Resolution, via ec.europa.eu/consumers/odr.
Article 18 Applicable law
1. Any agreement between Simba Service and the Client shall be governed by Belgian law.
2. The version in force at the time the agreement was concluded shall always apply
