SimpliSoft B.V. · Tokyostraat 19 M, Lijnden, the Netherlands · KvK 96268735
Last amended: 13 July 2026
These terms govern the use of the SimpliSoft Portal and its modules (including SimpliComply, SimpliDash, SimpliLog and SimpliOps) and all related services.
These general terms and conditions (hereinafter: "General Terms and Conditions") apply to all offers and all ensuing agreements between SimpliSoft B.V. (hereinafter: "SimpliSoft"), having its registered office at Tokyostraat 19 M, Lijnden, the Netherlands, and its counterparties ("Client").
Any terms or conditions set by the Client that deviate from, or are not included in, these General Terms and Conditions shall only be binding upon SimpliSoft if and to the extent that SimpliSoft has expressly accepted them in writing.
2.1General Terms and Conditions: the present General Terms and Conditions.
2.2SimpliSoft: SimpliSoft B.V., established at Tokyostraat 19 M, Lijnden, the Netherlands (principal place of business) and registered with the Dutch Chamber of Commerce (KvK) under number 96268735; also available at www.simplisoft.app.
2.3Service(s): the services described in the Agreement, including but not limited to consultancy services.
2.4Products: the products described in the Agreement, including but not limited to standard software products.
2.5Intellectual Property Rights: rights of intellectual property including, but not limited to, copyrights (including copyright in software), database rights, domain names, trade name rights, trademark rights, design rights, neighbouring rights, patent rights, and rights to know-how.
2.6Offer: a written proposal from SimpliSoft.
2.7Client: the legal or natural person acting in the exercise of profession or business that has entered into an Agreement with SimpliSoft.
2.8Delivery: occurs after approval by the Client, after the Client has started using the item, or after notification to the Client, where no response from the Client has been received within seven (7) days from notice.
2.9Agreement: the agreement between the Parties under which SimpliSoft provides its Products and Services to the Client, and of which the General Terms and Conditions form an inseparable part.
2.10Party/Parties: SimpliSoft and the Client collectively or individually.
2.11Confidential Information: non-public information relating to a Party, and information designated by a Party as confidential, or that by its nature or the circumstances of disclosure must reasonably be treated as confidential.
2.12Employee: any person employed by one of the Parties or who performs work for the respective Party on a contract basis.
2.13Portal: the SimpliSoft software-as-a-service platform available at portal.simplisoft.app, including its modules (such as SimpliComply, SimpliDash, SimpliLog and SimpliOps) and the related APIs.
2.14Information: data and determinations made available through the Portal or its APIs that originate, in whole or in part, from third-party data suppliers, including but not limited to sanctions and denied-party lists, export control classifications, and company and financial data.
3.1The General Terms and Conditions apply to and form part of any legal act relating to the preparation, formation, or execution of the Agreement. They likewise apply to all subsequent Agreements between the Client and SimpliSoft, provided that the Client has previously accepted their applicability in earlier Agreements with SimpliSoft.
3.2The applicability of any purchasing or other conditions of the Client is expressly excluded.
3.3Any provisions or conditions stipulated by the Client that deviate from or are not contained in the General Terms and Conditions apply to the Agreement only if expressly agreed upon in writing by the Parties.
3.4Should specific product, promotional, or service conditions apply alongside these General Terms and Conditions, such specific terms shall also apply.
4.1SimpliSoft shall issue an Offer specifying the work ("the Products and/or Services") it proposes to perform, detailing the items included and the amount payable. Only the description of Products and/or Services listed in the Offer is binding.
4.2The Products and/or Services typically include the licensing of software and associated consultancy. Other Products and/or Services are only supplied if expressly specified in the Offer.
4.3An Offer is entirely without obligation and is valid for fourteen (14) days after dispatch, unless otherwise stated in the Offer. SimpliSoft can never be required to accept an acceptance after this period; however, if SimpliSoft chooses to accept a late acceptance, the Agreement is nevertheless concluded.
4.4The Agreement is formed at the time SimpliSoft receives the Client's written acceptance of the Offer. The Offer must be signed and returned by the Client, either in writing or via email.
4.5If the Client does not explicitly indicate agreement with the Offer but nonetheless gives the impression of agreement, for example by allowing SimpliSoft to perform activities falling under the description of the Products and/or Services, then the Offer shall be deemed accepted. The same applies if the Client requests SimpliSoft to perform work without awaiting a formal Offer.
4.6Modification of the Products and/or Services is only possible with the mutual consent of both Parties, except as otherwise determined in these conditions.
4.7Prices stated in the Offer are exclusive of VAT and other government levies, as well as any expenses incurred under the Agreement, such as travel, shipping, and administration costs, unless otherwise indicated. Additional work at the Client's request will be charged at the regular hourly rates, provided this has been pre-notified.
5.1SimpliSoft shall commence execution of the Agreement following its formation, on the date or time agreed in the Agreement. If no date for performance has been agreed, SimpliSoft shall commence execution immediately.
5.2If delivery cannot occur within the agreed time period, SimpliSoft shall notify the Client accordingly.
5.3The Client acknowledges that it has no authority to issue instructions regarding the Products and/or Services to be supplied by SimpliSoft for the execution of the Agreement.
5.4The Client shall do, and refrain from doing, all that is reasonably necessary and desirable to enable timely and proper execution of the assignment. In particular, the Client shall ensure that all data which SimpliSoft indicates are necessary, or which the Client should reasonably understand are necessary for executing the assignment, are furnished to SimpliSoft in a timely manner.
5.5SimpliSoft may suspend performance if essential data are missing or incorrect.
5.6If the work occurs at the Client's or a designated location, the Client shall provide all reasonably required facilities at no charge.
5.7SimpliSoft shall endeavour to execute the Products and/or Services carefully, properly, and to the best of its ability, including safeguarding the confidentiality of all information and data provided by the Client.
5.8SimpliSoft is entitled, but never obliged, to verify the accuracy, completeness, or consistency of the source materials, requirements, or specifications made available to it, and in the event of deficiencies, may suspend the agreed work until the Client remedies such deficiencies.
5.9If proper performance of the Agreement so requires, SimpliSoft has the right to engage third parties to execute the Agreement. The General Terms and Conditions apply equally to work performed by these third parties. Such third parties are not authorised to represent SimpliSoft.
5.10SimpliSoft is under no obligation to allow work to be performed by third parties designated by the Client. The Client is liable for goods to be used in the fulfilment of the Agreement prescribed by or on behalf of the Client, or supplied or to be supplied by a supplier appointed by the Client, as well as any non-timely or failed delivery thereof.
5.11SimpliSoft is entitled to temporarily withhold or limit delivery of the Products and/or Services if the Client fails to meet any obligation toward SimpliSoft under the Agreement or acts contrary to these General Terms and Conditions.
5.12SimpliSoft shall endeavour to respond as quickly as possible to any request from the Client but makes no concrete commitments regarding response times, unless otherwise agreed in the Offer.
6.1This article applies if the Services (partially) consist of developing, configuring, or customising work products ("Works"), including but not limited to reports, documentation, custom software, dashboards, integrations, visual material, or analyses.
6.2SimpliSoft provides no guarantees as to the operation of Works when used with non-current or outdated operating systems, browsers, other software, or hardware, except to the extent expressly stated otherwise in the Offer.
6.3Where execution of Services requires the Client to supply source materials to SimpliSoft, the Client shall at all times be responsible for holding all necessary licences for provision and intended use by SimpliSoft. The Client indemnifies SimpliSoft against third-party claims regarding breach of such rights.
6.4Unless expressly agreed otherwise, SimpliSoft is entitled to use images, software, and third-party components, including stock photos and open-source software, in developing, configuring, or adapting Works.
6.5After delivery, the responsibility for proper compliance with relevant third-party licences in use of the developed Works rests with the Client. SimpliSoft will adequately inform the Client of applicable licence terms.
6.6The Client indemnifies SimpliSoft from third-party claims in respect of installation and software licences, except where such claims arise from information or licences supplied by SimpliSoft.
6.7SimpliSoft shall provide the Works in an appropriate electronic format.
6.8SimpliSoft shall never provide source files (such as, but not limited to, design files and source code) of the delivered Works to the Client or third parties, unless expressly agreed otherwise in writing.
6.9SimpliSoft will retain source files so long as it provides Services to the Client, or it is likely to do so. SimpliSoft is entitled to delete the source files after this period. If the Client issues a follow-up assignment regarding the Works after this period, SimpliSoft has the right to charge for redevelopment, repair, or retrieval of such source files.
7.1Should this be agreed as a Service, SimpliSoft shall install and configure the Works or other agreed software or data on the software and network environment designated by the Client. The selection, procurement, and management of this software and network environment shall be the exclusive responsibility of the Client. SimpliSoft shall provide instructions for the required configuration.
7.2Upon request, the Client shall afford SimpliSoft staff and auxiliaries all necessary access to the environment to facilitate installation, configuration, maintenance, and software adjustments. Physical hardware access shall only occur if necessary and by prior arrangement.
7.3If the use of Works requires third-party licences, the Client must obtain such licences and strictly comply with their terms. The Client indemnifies SimpliSoft against third-party claims in this respect, except where such claims arise from information or licences supplied by SimpliSoft.
7.4If maintenance has been agreed as a Service, SimpliSoft shall use its best efforts to modify the Works at the Client's request in order to enhance functionality or cure defects. However, SimpliSoft retains the right to refuse such requests if it reasonably deems this infeasible or if such action would impair the proper functioning or availability of the software. Such maintenance is invoiced on an hourly basis unless agreed otherwise.
7.5If the Client independently makes changes to any Work, this is entirely at the Client's own risk, unless the Client has notified SimpliSoft of the desired changes in advance and SimpliSoft has approved them in writing. SimpliSoft may attach conditions to such approval. SimpliSoft may refuse or charge a surcharge on its hourly rate for any further maintenance following unapproved changes.
8.1SimpliSoft shall deliver the agreed Work (including, but not limited to, consultancy and advisory services, and development of Works) or parts thereof, or deem them completed, when these in its professional opinion meet the agreed specifications or are suitable for use or application.
8.2SimpliSoft offers no guarantees regarding delivery deadlines. Exceeding a deadline does not entitle the Client to compensation, termination of the Agreement, or suspension of obligations, unless expressly agreed otherwise.
8.3Within fourteen (14) days after delivery or completion of the Work, the Client shall evaluate and approve or reject the Work in writing or by email. Complaints regarding the Work must be reported to SimpliSoft in writing within this period, but no later than eight (8) days after the alleged defect is discovered, specifying the complaint precisely.
8.4In the absence of timely and substantiated rejection or complaint, the delivered or performed Works are deemed accepted, and all rights to remediation expire, except where SimpliSoft knew or should have known of the defect on delivery.
8.5If a Work is delivered in phases, the Client must approve or reject each phase of the Work as provided in the preceding clause. Approvals or rejections at later phases may not be based on aspects approved in an earlier phase.
8.6If a complaint is justified or the delivered Work (in whole or part) is rejected, SimpliSoft will use reasonable efforts to remedy the issue through revision or a reasoned explanation if no defect is present. Thereafter, a new evaluation period of fourteen (14) days applies for the Client.
8.7If, after revision or explanation, the Client continues to reject the delivered Work in whole or in part, SimpliSoft is entitled to charge additional fees for subsequent revisions. SimpliSoft will indicate after a revision whether additional revisions will incur extra fees.
8.8Should a Party indicate that further revisions are futile, both Parties are entitled to terminate the Agreement in respect of the rejected part. In this case, the Client shall reimburse SimpliSoft for the hours actually worked, up to a maximum of the offered sum for the rejected part. The Client does not then obtain any right to use the rejected part. SimpliSoft may only terminate after having indicated in a revision or reasoning that such will be the last, and the Client likewise rejects it wholly or partially.
8.9Upon acceptance of the delivered Work, all liability for defects in the delivered item expires, except where SimpliSoft knew or should have known of the defect at the time of acceptance. In all cases, liability for defects in a Work expires one (1) year after termination of the Agreement for any reason.
9.1The duration of the Agreement is specified therein. If no duration is specified, the Agreement is entered into for an indefinite period and may be terminated upon notice.
9.2The Client may terminate the Agreement prematurely with due observance of a notice period of one (1) month.
9.3In the event of termination, the Client is obliged to pay the full sum due, reduced by any savings SimpliSoft realises as a result of the termination. SimpliSoft will deliver completed work. Should the price depend on the actual costs incurred by SimpliSoft, the price owed by the Client will be calculated on the basis of costs, work performed, and profit that SimpliSoft would have realised on the entire project. The amounts remain due after termination and are immediately payable upon termination.
9.4SimpliSoft may suspend or terminate the Agreement at any time if: (9.4.1) the Client has been declared bankrupt; (9.4.2) the Client has been granted a suspension of payments; (9.4.3) the business of the Client is dissolved or liquidated.
9.5Obligations which by their nature are intended to continue after the end of the Agreement shall remain fully in force after termination and continue to apply to the Client and its legal successors.
10.1All prices are stated in euros unless otherwise agreed with the Client.
10.2The Parties may agree on a fixed price upon entering into the Agreement. If no fixed price is agreed, invoicing will be based on the actual hours worked by SimpliSoft at its customary hourly rates for the period in which the work is performed, unless expressly otherwise agreed.
10.3SimpliSoft shall issue electronic invoices for the amounts due from the Client.
10.4The payment term is fourteen (14) days after the date of the invoice unless a longer period is stated. If the Client fails to pay on time, it shall be in default by operation of law from fourteen (14) days after the invoice date without the need for a notice of default. If any amount remains unpaid after the due date, statutory interest will be payable on the outstanding invoice amount.
10.5If the Client considers that (part of) an invoice is incorrect, it must report this to SimpliSoft within the payment period. The obligation to pay the disputed part (but not the remainder) is suspended until SimpliSoft has investigated the claim. Should SimpliSoft subsequently determine the dispute was unfounded, the Client must pay the disputed amount within seven (7) days.
10.6In the event of overdue payment, the Client is, in addition to the amount owed and accrued interest, liable for full reimbursement of both extrajudicial and legal collection costs, including lawyers', bailiffs', and collection agencies' fees.
10.7The claim for payment is immediately due and payable if the Client is declared bankrupt, applies for suspension of payments, if any attachment is levied on its assets, the Client dies, or if it is dissolved or liquidated.
10.8SimpliSoft is entitled, once per calendar year, to adjust the rates used in line with the consumer price index (CPI) most recently published by Statistics Netherlands (CBS), provided the increase does not exceed 5%. SimpliSoft shall give the Client at least two (2) months' prior notice of any rate changes. In case of a price increase, the Client has the right to terminate the Agreement with a notice period of one (1) month.
10.9All prices invoiced by SimpliSoft are exclusive of taxes (VAT) and government-imposed levies.
10.10The Client is obliged to pay the amounts arising from the Agreement to SimpliSoft. If the Client consists of multiple natural and/or legal persons, each is jointly and severally liable for the obligations.
10.11If evidence is required regarding the services performed or the amounts due from the Client, all relevant documentation and data from SimpliSoft's systems and records shall suffice as evidence, without prejudice to the Client's right to provide contradictory evidence.
11.1The Client shall ensure that all (technical) information, decisions and data deemed necessary for execution of the Agreement are provided to SimpliSoft in a timely manner. The Client is responsible for their accuracy and completeness.
12.1This article applies to the use of the SimpliComply compliance module.
12.2The export control determination in the SimpliSoft compliance portal is based on the goods description and/or customs information and/or other data you provided us with, on publicly available information published by governments, international and supranational organisations regarding export control regimes and dual-use items control lists, and on our best efforts. Any omissions and inaccuracies in the data you provided may negatively affect the quality of the determination.
13.1The Information may not be the sole basis for decision-making. It is based on data provided by third parties, the accuracy of which cannot be guaranteed by SimpliSoft. Although SimpliSoft strives to maintain a fully operational and high-quality Portal, the Portal, its APIs, and the Information obtained through them and third-party services are provided on an "as is" and "as available" basis, without warranties of any kind, whether express or implied.
13.2In particular, neither SimpliSoft nor any of its data suppliers provides the Client with any warranty or assurance regarding the content of the Information. While SimpliSoft endeavours to maintain the accuracy and quality of the Information, it may nevertheless be inaccurate or outdated. Therefore, any use of the Information is at the Client's own risk.
13.3Subject to article 13.5, SimpliSoft and its data suppliers disclaim all liability, whether contractual, in tort (including negligence), for breach of statutory duty, for damages, or otherwise, for any indirect or consequential loss. SimpliSoft shall not be liable for the following types of financial loss (whether direct or indirect): (13.3.1) loss of profit, (13.3.2) loss of income, (13.3.3) loss of revenue or goodwill, (13.3.4) loss of anticipated savings, (13.3.5) increase in bad debts, and (13.3.6) failure to reduce bad debts.
13.4Where any matter gives rise to a valid claim against SimpliSoft, its liability under this Agreement, whether contractual, in tort (including negligence), for breach of statutory duty, in damages, or otherwise, shall be limited to the amount paid for the Information supplied under this Agreement in the year in which the claim arises.
13.5Nothing in this article 13 or any other provision of this Agreement is intended to exclude or limit liability for death or personal injury caused by SimpliSoft's negligence, fraud or fraudulent misrepresentation, or any other liability that cannot legally be excluded or limited.
13.6Each Party to the Agreement warrants that it has obtained and will continue to hold all necessary licences, consents, permits, and agreements required to fulfil its obligations under the Agreement and to grant rights to the other Party under the Agreement.
14.1The Client agrees to indemnify, defend, and hold harmless SimpliSoft, its parent companies, subsidiaries, affiliates, officers, and employees from and against any loss, cost, damage, claim, liability, or demand (including reasonable legal fees) made, asserted, or incurred by a third party (including data suppliers), or incurred or suffered by SimpliSoft or its parent companies, subsidiaries, affiliates, officers, or employees, arising out of or in connection with: (14.1.1) the Client's use of the Portal, its APIs, and the Information obtained through them, whether in breach of the Agreement or otherwise; (14.1.2) any breach by the Client of the terms of this Agreement; and/or (14.1.3) any breach by the Client of applicable laws and regulations.
15.1The Agreement and these General Terms and Conditions are governed exclusively by the laws of the Netherlands. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
15.2Any dispute arising from or in connection with the Agreement or these General Terms and Conditions shall be submitted exclusively to the competent court in the district of Noord-Holland, the Netherlands, unless mandatory law provides otherwise.
Questions about these terms? Contact legal@simplisoft.app.
SimpliSoft · portal.simplisoft.app