Terms & Conditions

Terms & Conditions

Simme B.V.

Article 1. Definitions

In these general terms and conditions, the following definitions apply:

  • Simme B.V.: The company that provides the services and/or products, with a focus on software development and services.
  • Customer: The natural person or legal entity that enters into an agreement with Simme B.V.
  • Agreement: Any arrangement between Simme B.V. and the Customer regarding the provision of software services and/or products.
  • Written: Communication via email or other electronic means that allows for written documentation.
  • Application: The online software application provided by Simme B.V. for internal communication and collaboration.
  • Personal Data: Data that can be traced back to a natural person, as described in the privacy policy of Simme B.V.
  • Software: The software developed and/or delivered by Simme B.V., including updates, upgrades, and patches.
  • Helpdesk: The support service for technical inquiries during office hours.
  • User(s): Persons authorized by the Customer to use the software.
  • Error: A substantial deviation from the established specifications that is demonstrable.
  • Maintenance: Periodic and occasional work to ensure the quality of the software.
  • Processor: A party that processes personal data on behalf of Simme B.V.

Article 2. Applicability

  1. These general terms and conditions apply to all offers and agreements of Simme B.V.
  2. Deviations from these terms and conditions shall only apply if agreed upon in writing.
  3. Any invalidity of a provision shall not affect the validity of the remaining provisions.
  4. Changes will be communicated in writing at least one month before they come into effect.
  5. These terms and conditions also apply to all future and supplementary agreements.

Article 3. Right of Use and License Terms

  1. The Customer and users are granted a limited, non-exclusive, non-transferable right of use.
  2. The Customer is responsible for the confidentiality of login credentials.
  3. Abuse or unauthorized use may result in account suspension.
  4. The software may only be used within the scope of the Customer’s own business operations.
  5. The software may not be reproduced, sold, or made available to third parties.
  6. The license exclusively relates to the application as agreed and cannot be extended without written consent.

Article 4. Software Maintenance and Availability

  1. Simme B.V. endeavors to ensure continuous availability and error-free operation.
  2. Periodic maintenance is generally scheduled outside office hours with prior notice.
  3. Interruptions or faults will be remedied as soon as possible after being reported by the Customer.
  4. The Customer is responsible for ensuring their own technical infrastructure and network connections.
  5. Adjustments in functionality may occur based on ongoing software development.
  6. In the event of serious errors that hinder use, repair work will be prioritized.

Article 5. Security and Data Protection

  1. Sensitive data is stored in encrypted form and transmitted via secure connections.
  2. Employees sign confidentiality agreements, and access is limited to necessary personnel.
  3. Periodic audits ensure the integrity and protection of data.
  4. In the event of a data breach, Simme B.V. will comply with legal notification requirements and inform affected parties within 48 hours of discovery.

Article 6. Force Mejeure

  1. In cases of force majeure, such as natural disasters, cyberattacks, wars, and pandemics, obligations are suspended.
  2. If the force majeure lasts longer than 30 days, both parties may terminate the agreement without any claim for damages.
  3. During the force majeure, payment obligations for services already rendered remain in effect.

Article 7. Intellectual Property

  1. All intellectual property rights in the software remain with Simme B.V.
  2. The Customer is granted only a right of use and cannot claim ownership of the source code.
  3. The Customer’s logo and name may be used for reference purposes.
  4. The Customer may not reverse-engineer the software or attempt to retrieve the source code.

Article 8. Confidentiality

  1. Both parties shall keep business and personal data confidential.
  2. Data will only be shared if legally required or necessary for the execution of the agreement.
  3. This obligation also applies after termination of the agreement.

Article 9. Liability and Indemnification

  1. Simme B.V. is not liable for indirect damages, including loss of profit, business interruption, or data loss.
  2. Direct damages are compensated up to a maximum of the annual license fees.
  3. The Customer must report damages in writing within 12 months of discovery.
  4. The Customer indemnifies Simme B.V. against claims by third parties resulting from unauthorized use of the software.

Article 10. Prices and Payment

  1. Prices are exclusive of VAT and are indexed annually.
  2. Payment must be made within 14 days of the invoice date.
  3. In the event of late payment, collection fees and statutory interest may be charged.
  4. Additional costs may be charged for customization and supplementary functionalities.
  5. Invoices will be provided electronically, unless otherwise agreed.

Article 11. Duration, Termination, and Cancellation

  1. Agreements are entered into for a fixed term and are tacitly renewed.
  2. Termination must be done in writing, subject to a one-month notice period.
  3. After termination, all customer data will be deleted within 30 days.
  4. In case of termination before the initial term, the full contract value remains due.

Article 12. Privacy and Data Protection

  1. Data processing is carried out in accordance with the GDPR and the internal privacy policy.
  2. Data is processed exclusively within the European Economic Area.
  3. The Customer remains responsible for the legality of the data processing.
  4. Simme B.V. takes appropriate technical and organizational measures to protect personal data.

Article 13. Dispute Resolution

  1. Dutch law applies to these terms and conditions.
  2. Disputes shall be resolved by the competent court in the district of the registered office of Simme B.V.
  3. The parties shall first endeavor to resolve disputes through mediation.

Article 14. Amendments and Supplements

  1. Simme B.V. reserves the right to amend these terms and conditions.
  2. Changes will be communicated in writing at least 30 days before the effective date.
  3. If the change is substantial, the Customer has the right to terminate the agreement.

These general terms and conditions were last updated on 14-02-2025 and shall come into effect from that date.