These General Terms and Conditions (hereinafter "T&C") govern all contractual relationships between SIMPLEXITY SPRL (hereinafter "Simplexity", "the Service Provider" or "we") and its clients (hereinafter "the Client" or "you").
Simplexity is a consulting firm specialized in human dynamics that supports organizations through training, coaching, facilitation, and the design of immersive learning experiences.
1.1. Service: Any service provided by Simplexity, including but not limited to: training (inter or intra-company), individual or team coaching, workshop facilitation, serious game design, personality assessments, mediation interventions.
1.2. Mission: All Services defined in the Specific Terms and executed under a Contract.
1.3. Specific Terms: Specific contractual document (commercial proposal, quote, purchase order) specifying the nature, scope, terms and price of the Mission.
1.4. Contract: The combination of accepted Specific Terms and these T&C.
1.5. Deliverables: Educational materials, documents, reports, creations or any other tangible or intangible element delivered to the Client as part of the Mission.
1.6. Participant: Any person registered or participating in a Service organized by Simplexity.
ARTICLE 02
Acceptance and contract formation
2.1. Applicability
These T&C apply to any Service provided by Simplexity. They prevail over all Client purchasing conditions or documents, unless otherwise stated in writing and accepted by Simplexity.
2.2. Validity of proposal
Unless otherwise stated, any commercial proposal issued by Simplexity is valid for 30 calendar days from its date of issue.
2.3. Entry into force
The Contract enters into force upon:
Receipt by Simplexity of the proposal signed by the Client, AND
Payment of the anticipated deposit (if applicable).
2.4. Modification
Any modification of the Contract must be the subject of a written amendment signed by both parties.
ARTICLE 03
Pricing and fees
3.1. Price
Unless otherwise expressly stated, all prices are quoted excluding VAT (Belgian legal rate of 21% applicable).
Prices include preparation, delivery and standard follow-up of the Service, as well as provision of usual digital educational materials.
3.2. Fees not included
Unless otherwise stipulated in the Specific Terms, prices do not include:
Travel expenses beyond 50 km from Pont-à-Celles (charged at €0.45/km)
Provider accommodation and meal expenses (with receipts)
Specific licenses, tools or materials requested by the Client
Printing costs for paper materials (on request)
External personality assessments (e.g. PCM profiles) charged at publisher's rate
3.3. Price revision
In case of renewal or recurring Mission, Simplexity reserves the right to adjust its rates according to the evolution of its pricing, with 60 days' notice.
ARTICLE 04
Payment terms
4.1. Standard payment schedule
Unless specific terms are provided in the Specific Terms, payment is made as follows:
30% upon signature of the Contract (non-refundable deposit)
70% upon completion of the Mission or last intervention
4.2. Payment deadline
All invoices are payable within 10 calendar days from their date of issue, by bank transfer to Simplexity's registered office.
4.3. Late payment
In case of late payment, amounts due automatically and without prior notice bear:
Late payment interest of 10% per annum
A fixed fee for recovery costs of minimum €25, plus a penalty clause calculated as follows:
15% if the unpaid amount is less than €4,000
10% if the unpaid amount is between €4,001 and €12,500
7.5% if the unpaid amount exceeds €12,500
4.4. Suspension and termination
Failure to pay by the due date gives Simplexity the right to:
Suspend any Service in progress
Terminate the Contract automatically, without prejudice to damages
Make immediately due all other amounts owed, even if not yet due
ARTICLE 05
Cancellation, postponement and force majeure
5.1. Cancellation by the Client
Any cancellation must be notified in writing (email accepted). The following conditions apply:
Notice period before intervention
Amount due
More than 30 calendar days
0% (free cancellation)
Between 30 and 15 days
50% of total amount
Less than 15 days
100% of total amount
The deposit paid remains acquired by Simplexity in all cases.
5.2. Postponement
The Client may request one free postponement of the intervention date, subject to Simplexity's availability. Beyond a first postponement, the cancellation conditions of article 5.1 apply.
5.3. Cancellation by Simplexity
Simplexity may cancel a Service in case of:
Insufficient number of Participants (inter-company training)
Major impediment (illness, accident)
Client's failure to meet contractual obligations
In this case, Simplexity will propose an alternative solution (postponement, replacement trainer) or will fully refund amounts paid, without other compensation.
5.4. Force majeure
In case of force majeure event (natural disaster, epidemic, general strike, war, government decision preventing the event), the Contract is suspended without penalty for either party. If the situation persists beyond 60 days, each party may terminate the Contract without compensation.
ARTICLE 06
Client obligations
6.1. Information and means
The Client commits to:
Provide all information necessary for proper execution of the Mission (objectives, context, constraints)
Communicate the final list of Participants at least 7 calendar days before the intervention
Provide a suitable, clean venue compliant with safety standards
Provide necessary technical equipment: projector, flipchart, Internet connection (unless otherwise agreed)
6.2. Number of Participants
In case of exceeding the maximum number of Participants specified in the Specific Terms, Simplexity reserves the right to:
Refuse additional Participants, OR
Charge a supplement at the agreed unit rate
6.3. Behavior
The Client ensures Participants' compliance with rules of conduct and safety. Simplexity reserves the right to exclude any Participant with inappropriate behavior, without refund.
ARTICLE 07
Simplexity's obligations and liability
7.1. Nature of obligation
Simplexity is bound by an obligation of means and not of results. It commits to implementing all reasonable means to achieve the objectives defined in the Specific Terms.
Individual results (Participants' progress, behavioral changes, organizational performance) depend on multiple factors and cannot be guaranteed.
7.2. Quality of Services
Simplexity guarantees that:
Its trainers and facilitators have appropriate qualifications and certifications
The methodologies employed comply with recognized professional standards
Services are executed with professionalism and diligence
7.3. Insurance
Simplexity maintains Professional Liability insurance covering potential damages caused in the course of its activities.
7.4. Limitation of liability
Simplexity is only liable in case of gross negligence or willful misconduct having caused direct and certain damage to the Client.
Under no circumstances can Simplexity be held liable for:
Indirect, intangible or consequential damages (loss of business, loss of profit, data loss, damage to reputation)
Use of teachings or Deliverables by the Client
Acts or omissions of Participants
Services provided by third parties (venues, caterers, technical providers)
In any case, Simplexity's total liability is capped at the total amount invoiced for the Mission concerned.
ARTICLE 08
Intellectual property
8.1. Ownership
Simplexity is and remains the owner of all intellectual property rights on:
Its methodologies, proprietary frameworks and know-how (notably the ECHO framework, Mission Titan, etc.)
Training content, educational materials, tools and games created
Its brand, logo and visual identity
Its websites and online content
8.2. License granted to the Client
Simplexity grants the Client, who accepts, a non-exclusive, non-transferable and non-sublicensable license to use the Deliverables, limited to the following conditions:
Use: Strictly internal, for the Client's own needs and its employees
Duration: During the legal protection period of the rights, except Contract termination for non-payment
Territory: Worldwide
Prohibitions: The Client may not reproduce, modify, adapt, commercialize, lend, rent, distribute or exploit the Deliverables for external or commercial purposes without prior written authorization from Simplexity
8.3. Client contributions
The Client guarantees being the owner or having obtained all necessary authorizations on the contents, documents and information it provides to Simplexity ("Contributions").
The Client grants Simplexity a license to use the Contributions limited to Contract execution.
8.4. Reference rights
Unless written objection from the Client, Simplexity may:
Mention the Client's name and logo in its commercial references
Describe the general nature of the Mission performed (without disclosing confidential information)
Create a joint press release with the Client after the Mission
8.5. Derivative creation
Simplexity retains the right to reuse general concepts, methodologies and approaches developed as part of a Mission for other clients, provided no specific confidential information about the Client is disclosed.
8.6. Sanctions
Any unauthorized use of Simplexity's intellectual property rights will result in application of the sanctions provided in article 4.4, without prejudice to damages.
ARTICLE 09
Confidentiality
9.1. Reciprocity
Each party commits to treat as strictly confidential all strategic, commercial, technical, financial or organizational information of the other party, of which it becomes aware in the context of the Contract.
9.2. Exceptions
The following are not considered confidential:
Information already public at the time of communication
Information made public without breach of this article
Information already known to the receiving party before communication
Information legitimately obtained from a third party
9.3. Duration
The confidentiality obligation remains in force during the entire Contract duration and 3 years after its cessation, whatever the cause.
9.4. Sanctions
Any breach of the confidentiality obligation gives the injured party the right to terminate the Contract automatically and claim damages.
ARTICLE 10
Personal data protection (GDPR)
10.1. Processing responsibilities
As part of the Services, Simplexity and the Client may process personal data:
Simplexity acts as data controller for data collected directly from Participants (name, first name, email, personality assessment results)
The Client acts as data controller for employee data transmitted to Simplexity
10.2. Purposes and legal bases
Simplexity processes personal data solely for the following purposes:
Contract execution (registration, delivery, Service follow-up)
Personal data is kept for the period strictly necessary for Service execution, then archived for a maximum of 3 years from Mission end (accounting and legal obligations).
Personality profiles are kept as long as the Participant benefits from them, unless deletion request.
10.4. Data subject rights
In accordance with GDPR, each person has the following rights:
Right of access, rectification and erasure of data
Right to restriction of processing
Right to object to processing
Right to data portability
Right to withdraw consent at any time
Right to lodge a complaint with the supervisory authority (DPA in Belgium)
These rights can be exercised by writing to: jonathan@simplexity.be
10.5. Security
Simplexity implements appropriate technical and organizational measures to ensure the security and confidentiality of personal data.
ARTICLE 11
Non-solicitation
11.1. Prohibition
During the Contract duration and for 12 months after its cessation, the Client is prohibited from:
Soliciting, recruiting or employing directly or indirectly any employee, trainer, coach or subcontractor of Simplexity who participated in the Mission
Inducing these persons to break or modify their contractual relationships with Simplexity
11.2. Compensation
In case of violation of this clause, the Client will pay Simplexity a fixed compensation equal to 12 months' gross salary of the solicited person, without prejudice to additional damages.
11.3. Exception
This clause does not apply to spontaneous applications or recruitments made by an external recruitment firm to the Client, without its direct intervention.
ARTICLE 12
Intuitu personae and subcontracting
12.1. Personal nature
The Contract is concluded intuitu personae. In case of impediment of a Simplexity facilitator (illness, accident), Simplexity will endeavor to propose a replacement of equivalent competence. The Client may refuse this replacement, in which case article 5.2 applies.
12.2. Subcontracting
Simplexity may use subcontractors (trainers, coaches, creatives) for execution of all or part of the Mission. Simplexity remains solely responsible to the Client for proper Contract execution.
Subcontractors are subject to the same confidentiality and quality obligations as Simplexity.
ARTICLE 13
General provisions
13.1. Entire agreement
The Contract (Specific Terms + T&C) constitutes the entire agreement between the parties and cancels and replaces any prior agreement, negotiation or document.
13.2. Severability
If a Contract clause is declared null or inapplicable, the other clauses remain in force. The parties will endeavor to replace the clause concerned by a valid provision of equivalent effect.
13.3. Waiver
The fact that one party does not assert a breach by the other party of one of its obligations cannot be interpreted as a waiver to assert this breach subsequently.
13.4. Assignment
The Client may not assign the Contract without prior written consent from Simplexity. Simplexity may freely assign the Contract to any successor entity.
13.5. Notifications
Any notification under the Contract must be made in writing (registered letter or email with acknowledgment of receipt) to the following addresses:
Simplexity: jonathan@simplexity.be
Client: Contact details indicated in Specific Terms
ARTICLE 14
Applicable law and jurisdiction
14.1. Applicable law
The Contract is governed by Belgian law, to the exclusion of any other legislation.
14.2. Dispute resolution
In case of difficulty in interpretation or execution of the Contract, the parties commit to seeking an amicable solution before any legal action.
If no amicable agreement is found within 30 days following notification of the dispute, it will be submitted to the exclusive jurisdiction of the courts of the judicial district of Tournai (Belgium).
14.3. Prior mediation (optional)
Before any legal action, the parties may agree to use conventional mediation, in accordance with Belgian legal provisions on mediation.