Terms and Conditions

This Terms and Conditions statement was last updated on July 18, 2023

These Terms & Conditions regard Simptel B.V., based in (5627 GA) Eindhoven, the Netherlands, at the address Avignonlaan nr. 43 and registered in the Trade Registry of the Dutch Chamber of Commerce under number 75987252. These Terms and Conditions apply starting from July 18, 2023.

Simptel and its subsidiaries are committed to keeping these Terms and Conditions up to date and accurate. Please let us know if you encounter anything incorrect of outdated and let us know in which section you found them. We will look at it as soon as possible. Please contact us at [email protected].

1. Definitions and scope of application

1. These Terms and Conditions apply to all offers made by Simptel or its subsidiaries, to all agreements that they enter into and to all agreements arising from this, all of which insofar as Simptel or its subsidiary is the supplier or the contractor.

2. Simptel B.V. is referred to as Simptel. The other party is referred to as the Customer or the Vendor. The Simptel website is https://simptel.com/. A Vendor is an authorized Simptel reseller on the basis of a vendor agreement between the Vendor and Simptel.

3. The definitions used in these Terms and Conditions will be as listed below and/or as listed in the glossary that is attached to these Terms and Conditions as Appendix I.

4. The Agreement consists of these Terms and Conditions, the Data Processing Agreement, Product Specific Terms, and applicable Service Level Agreement (SLA), and other written Documentation as agreed upon by both parties

5. In the event of conflicts between the Agreement entered into by the Customer or Vendor and Simptel and these Terms and Conditions, the provisions of the Agreement will prevail.

6. In the event of conflicts between these Terms and Conditions and a translation of these Terms and Conditions, the provisions of the English version will prevail.

2. Account

1. The Customer or Vendor will be asked to create an account in order to use the Services. In order to create an account to the Services, the Customer or Vendor must (i) be legally able to represents the company or business contracting our Services, and (b) review and accept the Agreement on its behalf. To create an account, the Customer or Vendor will be asked to provide registration information including an e-mail address and (optional) phone number and create a password. The Customer or Vendor agrees to (i) provide true, current and complete information when creating an account, and (ii) keep that information true, current and complete during your use of the Services.

2. If any of the Customer’s or Vendor’s affiliates wants to use the Services, (i) each affiliate must create their own accounts and accept these Terms and Conditions individually, which may require a separate order form, or (ii) the Customer or Vendor may allow its affiliates to the Services without entering into a separate order form by providing such affiliates with a set of Credentials to access and use the Services. If the Customer or Vendor provides its affiliates with access to their accounts, this Agreement applies to each affiliate, and the Customer or Vendor is directly and primarily responsible for all access to and use of the Services by the affiliates. In such cases, references in these Terms and Conditions to “the Customer or Vendor” includes a reference to their relevant affiliates and any (end-)users of their account, login ID, password and/or API key from time to time.

3. Services

1. The Services are all products and services that are provided by Simptel or its affiliates that are (i) ordered by the Customer or Vendor under an applicable ordering document between the parties that specifies pricing and other commercial terms: the “order form”, or (ii) used by the Customer or Vendor. The Services are designed for commercial use only and not intended for private, personal or individual usage. As the Services are business-oriented, they will not provide access to emergency services or emergency service providers including but not limited to police, fire department or hospitals. The Customer or Vendor should therefore ensure that they have sufficient separate access to those services through regular communication channels such as (mobile) phones.

2. Simptel’s affiliates may provide Services, or a part thereof to the Customer or Vendor in accordance with these Terms and Conditions and any applicable order forms. Simptel will be responsible for the Services provided by its affiliates and not be relieved of its obligations under these Terms and Conditions. Simptel may exercise its rights and entitlements and discharge its obligations through its affiliates.

3. From time to time, Simptel may change the features and functions of the Services. If so, Simptel will make a reasonable effort to notify the Customer or Vendor of such changes, such as through posting an announcement on the Simptel website or sending an in-application notice or e-mail. Changes to the Service will not materially diminish the overall functionality or features of the Services. Continued use of the Service following the notification or the changes, will constitute an acceptance of such changes. If the Customer or Vendor does not wish to accept such changes, they have to stop using the Services immediately. If applicable law requires Simptel to give a specific notice of such change, Simptel will do so in accordance with these Terms and Conditions.

4. Simptel is under no obligation to monitor any content of communications. However, Simptel may suspend an account immediately if Simptel reasonably determines (i) that the Customer or Vendor or any (end-)users have materially breached any part of the Agreement, including the Product Specific Terms and any limitations included in an order form or on the Simptel or an affiliate’s website, (ii) that Simptel’s provision or the use of the Services by the Customer or Vendor is or becomes prohibited by applicable law or regulation or the terms of third party providers, (iii) there is any use of the Services that in Simptel’s judgment threatens the security, integrity, or availability of the Services or constitutes fraudulent or illegal activity, or (iv) that the Customer’s or Vendor’s account information is untrue or incomplete.

5. If Simptel suspends an account due to the Customer’s or Vendor’s actions or omissions pursuant to these Terms and Conditions, to the greatest extent possible Simptel will not be liable for any damages, liabilities or losses, or any other consequences that the Customer or Vendor may incur as a result. The Customer or Vendor will remain responsible for payment of the fees during the suspension.

6. The Services may become temporarily unavailable (i) to perform scheduled or unscheduled maintenance, modifications or upgrades, (ii) due to hardware failures, power outages, or failures of third party providers (iii) to mitigate or prevent the effects of any threat or attack to the Services or any other network or systems on which the Services rely, or (iv) as required by legal or statutory regulations. Simptel will make a reasonable effort to notify the Customer or Vendor in advance of ant scheduled maintenance or unavailability of the Services. Except as provided in the order form, the Simptel website or SLA to the greatest extent permitted by applicable law, Simptel is not liable for any damages, losses or any other consequences that the Customer or Vendor may incur as a result of unavailability of the Services and/or the failure to provide a notice of unavailability.

7. The Customer or Vendor may be permitted to use the Services free of charge, or may be invited to test products or features of the Services that are not (yet) generally available, referred to as Alpha products, Beta products or Test products. Simptel is not obligated to provide Alpha products, Beta products or Test products to anyone and may choose to discontinue Alpha products, Beta products or Test products at any time.

8. Alpha products, Beta products and Test products are inherently less mature and stable than other functionalities and the Services. Alpha products, Beta products and Test products, and any Services provided free of charge are explicitly excluded from any SLA commitments.

4. Responsibilites

1. Simptel will make the Services available to the Customer or Vendor in accordance with the Agreement, including any applicable order forms, and any publicly available technical documentation for such Services made available on the Simptel website or an affiliate’s website, which may be updated from time to time. Simptel will take appropriate security measures to limit abuse of and unauthorized access to personal data. Simple will provide the Services in accordance with all applicable law and regulations in the provision of the Services to the Customer or Vendor. Simptel reserves the right to select the technical methods necessary to ensure and/or optimize delivery of Services in accordance with the Agreement.

2. The Customer or Vendor will use the Services only in accordance with how the Services have been made available to them, the Agreement (including the Product Specific Terms), order forms, documentation on the Simptel website, and applicable law and regulations. The Customer or Vendor will be solely responsible for (i) all use of the Services under their accounts, including prohibited activities such as reverse engineering, copying, disassembling, decompiling, modifying, copying or creating derivative works of any (part) of the Services, (ii) all acts, omissions, and activities of anyone who accesses or otherwise uses the Customer’s or Vendor’s accounts, including their (end-)users and their compliance with the Agreement, (iii) any data or other information or content submitted by the Customer or Vendor (including their (end-)users) or for the Customer or Vendor (including their (end-)users) under the Agreement and processed or stored by the Services and (iv) all applications, web domains, devices and communication channels owned or controlled by the Customer or Vendor or third parties or available to the Customer or Vendor or its (end-)users which access, use, interact with, integrate or depend on the Services (the Application).

3. The Customer will not transfer, resell, lease, license or otherwise make the Services available to third parties without prior written approval from Simptel, except as specifically permitted under the Agreement.

4. The Customer or Vendor will provide prompt and reasonable cooperation regarding information requests Simptel may receive from law enforcement, regulatory institutions or other telecommunication providers.

5. Simptel will apply appropriate security measures and may suspend an account if there is reason to believe it has been compromised. However, the Customer or Vendor is solely responsible for preventing unauthorized access to or use of the Services through their account and will promptly notify Simptel of any unauthorized access or use.

6. The Customer or Vendor will not use the Services (or permit them to be used) to transmit inappropriate content, such as content that (i) is unsolicited, (ii) violates any legal, regulatory, self-regulatory, governmental, statutory or telecommunication network operator’s requirements or codes of practice, (iii) is pornographic, racist, abusive, obscene, offensive, threatening, harassing, defamatory, discriminatory, misleading or inaccurate, (iv) is harmful, including but not limited to hate speech, or (v) encourages, violence, discrimination or illegal, unethical or immoral actions. Simptel may remove any inappropriate content from the Services and/or suspend access to the Services without prior notice where Simptel becomes aware of inappropriate usage.

7. Simptel is not liable for any damages, losses, or any other consequences the Customer or Vendor may incur as a result of any suspension or removal of content in accordance with these Terms and Conditions.

8. The Agreement exclusively specifies and governs the terms and conditions on which the Services will be provided by Simptel. In the event the Services are purchased through an authorized Simptel reseller (Vendor), such purchases will be subject to a separate agreement or ordering document between the buyer and the Vendor which shall address relevant applicable terms and conditions. Any disputes, queries or other matters relating to the agreement with the Vendor, shall be handled directly between the buyer and the Vendor.

9. The Vendor may exchange information with Simptel and the buyer/Customer consents to such information exchange. In the event the Customer purchases Services from Simptel following a referral from a Vendor, Simptel may share limited information with the Vendor solely in connection with discharging any referral fee payments owed by Simptel to the Vendor.

5. Fees and Terms of Payment

1. Unless explicitly stated otherwise, all prices and quotations are excluding VAT and ant other applicable direct or indirect taxes, levies, duties or other similar exactions imposed by a legal, governmental or regulatory authority in any applicable jurisdiction. Unless explicitly stated otherwise, all prices are in Euros.

2. All prices and quotations provided by Simptel are non-binding and may be revoked or adjusted if other or additional information is provided.

3. Unless explicitly stated otherwise in the order form or on the Simptel website, any prepaid balance, deposit, wallet fund or other credits the Customer or Vendor purchases or makes will lapse if it’s not used within one year after the purchase date. Simptel is not obligated to refund prepaid balance, including in circumstances where the account is deactivated or suspended because of non-compliance with the Agreement. The prepaid balance will be used and depleted for any Services used by the account. Unless specifically stated otherwise, Simptel may require the Customer or Vendor to have a minimum prepaid balance in order to use the Services. Simptel may refuse to provide Services where the Customer or Vendor has an insufficient prepaid balance. Simptel reserves the right to specify a maximum prepaid balance and to deduct any amounts owed by the Customer or Vendor under the Agreement from the prepaid balance.

4. Simptel may pass on to the Customer or Vendor an increase in cost-determining factors that occurs after entering into the Agreement. The Customer or Vendor is obliged to pay the price increase immediately on Simptel’s request.

5. Payment is made at Simptel’s business address, a payment gateway or into a bank account to be designated by Simptel.

6. Unless explicitly stated otherwise, payments must be made within 30 days of the invoice date.

7. Simptel’s affiliates may directly bill the Customer or Vendor for the Services provided by the affiliate, or as a billing agent or representative for Simptel or another affiliate providing the Services.

8. If the Customer or Vendor fails to fulfill its payment obligations, it is obliged to comply with a request from Simptel for a tender of payment for the agreed amount.

9. The Customer’s or Vendor’s rights to offset its claims against Simptel or to suspend the fulfillment of its obligations is excluded, unless Simptel has been granted a suspension of payments or is bankrupt or the statutory debt adjustment scheme applies to Simptel.

10. Irrespective of whether Simptel had fully executed the agreed performance, everything that the Customer or Vendor owes or will owe under the Agreement is immediately due and payable if: a. A payment term had been exceeded; b. The Customer or Vendor has filed for bankruptcy or suspension of payments; c. The Customer’s or Vendor’s goods or claims have been attached; d. The Customer or Vendor (a company) is dissolved or wound up; e. The Customer or Vendor (a natural person) files an application to be admitted to the statutory debt adjustment scheme, is placed under a guardianship order or had died.

11. If payment is delayed, the Customer or Vendor will owe interest on that sum to Simptel with effect from the day following the day agreed as the final day of payment up to and including the day on which the Customer or Vendor settles the amount in question. If the parties have not agreed on the final day of payment, the interest is due from 30 days after the sum has become due and payable. The interest is 12% per year, but is equal to the statutory interest if this is higher. For the interest calculation, a part of the month is considered to be a full month. At the end of each year, the amount on which the interest is calculated will be increased by the interest due for that year.

12. Simptel is entitled to offset its debts to the Customer or Vendor against claims that companies affiliated to Simptel have against the Customer or Vendor. In addition, Simptel is entitled to offset its claims to the Customer or Vendor against debts that companies affiliated to Simptel have against the Customer or Vendor. Furthermore, Simptel is entitled to offset its debts to the Customer against claims against companies affiliated to the Customer. ‘Affiliated companies’ means all companies belonging to the same group, within the meaning of Book 2, Section 24b of the Dutch Civil Code, and a participation within the meaning of Book 2, Section 24c of the Dutch Civil Code.

13. For late payments, the Customer or Vendor owes Simptel all extrajudicial costs with a minimum of € 75.00. these costs are calculated on the basis of the following table, i.e., the principal sum excluding interest:

The extrajudicial costs actually incurred are due if they are higher than the calculation given above.

14. If judgment is rendered in favour of Simptel in legal proceedings, either entirely or for the most part, the Customer or Vendor will bear all costs incurred in connection with these proceedings.

6. Confidentiality

1. Confidential information in the sense of these Terms and Conditions means any information or data disclosed by one party (the disclosing party) to the other (the receiving party) that is marked as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding disclosure. Confidential information does not include any information which (i) is independently publicly available, (ii) was rightfully known by the receiving party prior to disclosure by the disclosing party, (iii) was lawfully disclosed to receiving party by another party not under any obligation or breach of confidentiality, or (iv) is independently developed by or for the receiving party without use of or reference to the confidential information of the disclosing party.

2. Unless specifically agreed to otherwise in writing, the receiving party will not (i) use any confidential information of the disclosing party for any purpose other than fulfilling the receiving party's obligations and rights under the Agreement, or (ii) disclose confidential information to any third party except for entities (including but not limited to contractors and legal counsel) who have a “need to know” in order for the receiving party to fulfill its rights and obligations under these Terms and Conditions. These entities will be bound to protect confidential information under the same terms of confidentiality as the receiving party, and the receiving party will be responsible for any breach of confidentiality by these entities.nd the receiving party will be responsible for any breach of confidentiality by these entities.

3. Receiving party may disclose confidential information of the disclosing party to the extent compelled by regulation, law, subpoena, court order or contractual obligations, provided that (i) the receiving party promptly gives disclosing party prior written notice of the compelled disclosure to the extent legally permitted, (ii) the receiving party discloses only the confidential information legally required and (iii) the receiving party provides reasonable assistance, at the disclosing party's sole expense, if the disclosing party wishes to contest the disclosure.

7. Representations, Warranties, Disclaimer

1. The Customer or Vendor represents and warrants that they have obtained all the necessary permissions or consents to deliver customer data to Simptel for use and disclosure pursuant to the Agreement and that none of the customer data or the Application violates any applicable law or third party’s intellectual property or other right.

2. Simptel represents and warrants that the Services will perform materially in accordance with the applicable documentation. Simptel’s sole obligation, and the Customer’s or Vendor’s role and exclusive remedy, in the event of any failure in this regard will be for Simptel to, at Simptel’s option, (i) take commercially reasonable efforts to correct the material failure, or (ii) refund the fees the Customer or Vendor actually paid for the time period during which the material failure affected the Services.

3. Each party represents and warrants that it has the legal right and authority to enter into the Agreement, to perform its obligations under the Agreement, and to grant the rights and licenses described in the Agreement.

4. Each party warrants that it will comply with all anti-corruption, anti-money laundering, anti-human trafficking, anti-bribery, sanctions, export controls and other international trade laws, regulations, and governmental order of any relevant government authority, including obtaining all necessary licenses and/or governmental approvals. The Customer or Vendor will promptly notify Simptel in writing of any potential violation of the laws and regulations specified above in connection with their use of the Services and will take appropriate action to remedy or resolve such violations, including any actions requested by Simptel.

5. Except for the warranties provided in this article, the Services are provided “as is” and to the greatest extent permitted by law, Simptel disclaims all other warranties including any implied warranties of merchantability, fitness for a particular purpose, or any other warranties related to third party telecommunications providers. The Customer or Vendor acknowledges that internet and telecommunications providers are inherently insecure. Beta products are provided “as is” with no warranties and representations. If any part of this article is determined to be unenforceable such that warranties and representations cannot be excluded, then all warranties will, to the greatest extent permitted by applicable law, be limited in duration to thirty (30) days after the effective date of the Agreement, and no warranties or conditions will apply after that period.

8. Mutual indemnification

1. Simptel will indemnify the Customer or Vendor and their affiliates and their respective officers, directors and employees (the Customer Indemnified Parties, CIPs) on written demand against all damages, fines, penalties, settlement amounts pre-approved by Simptel, costs, expenses, taxes and other liabilities, including reasonable attorney fees, incurred or awarded against CIPs in connection with any claim, action, demand, suit or proceeding (Claim) made or brought against CIPs by an unaffiliated third party alleging that the use of the Services violates their intellectual property rights (Infringement Claim) and Simptel will take all reasonable steps necessary to defend against such an Infringement Claim at its own expense.

2. In the event of an Infringement Claim, Simptel reserves the right to, at its own option, (i) modify the Services in such a way as to make them non-infringing, or (ii) terminate the infringing Services and refund the Customer or Vendor any unused pre-paid fees. Simptel will have no liability under this section and/or these Terms and Conditions with respect to any Infringement Claim to the extent arising from or out of (i) use the of Services by the Customer or Vendor in breach of the Agreement. (ii) the combination of the Services with other (third party) applications, products and services where the Services by itself would not be infringing, or (iii) Beta products or Services which are provided free of charge.

3. The Customer or Vendor will indemnify Simptel and its affiliates and their respective officers, directors and employees (the Simptel Indemnified Parties, SIPs) on written demand against all losses incurred or awarded against SIPs in connection with any Claim by an unaffiliated third party alleging, or arising out of any use of the Application or the Services through the Customer’s or Vendor’s account constitutes (i) breach of the Customer’s or Vendor’s responsibilities under these Terms and Conditions, (ii) infringement and misappropriation of such third party’s intellectual property rights, or (iii) violation of applicable laws, including applicable data protection laws (Customer Indemnifiable Claims, CICs) and the Customer or Vendor will take all reasonable steps necessary to defend against such CICs at its own expense.

4. Without limiting or affecting Simptel’s other rights and remedies under this Agreement, if and to the extent that Simptel incurs or is notified that it will incur any fine, penalty or analogous charge from an unaffiliated third party arising out of the Customer’s or Vendor’s breach of the Agreement, the Customer or Vendor shall be obligated to pay such fine or penalty on an indemnity basis pursuant to these Terms and Conditions on notice by Simptel to the Customer or Vendor of such fine or penalty.

5. Each party will provide the other party with prompt notice of a Claim. A party’s failure to provide such notice relieves the other party of its obligation to defend and indemnify to the extent that the failure to provide such notice materially harms the other party’s ability to defend against the Claim. The indemnifying party will assume exclusive conduct of the Claim and the indemnified party will provide reasonable assistance in connection with the conduct of the Claim at the indemnifying party’s expense. The indemnified party may appoint a non-controlling counsel to participate in the defense of the Claim at its own expense. The indemnifying party will not settle any Claims for which it has an obligation to indemnify by admitting liability or fault on behalf of the indemnified party, nor create any obligation on behalf of the indemnified party, without the prior written consent of the indemnified party. This written consent shall not be unreasonably withheld.

6. This section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for all third party Claims, but this shall not limit or preclude Simptel’s right to terminate or suspend the Services where Simptel would otherwise be entitled to do so under the Agreement.

9. Limitation of liability

1. In no event shall either party have any liability related to the Agreement for any lost profits, revenues, goodwill, data, business interruption or indirect, special, incidental, consequential, or punitive loss or damages, whether an action is in contract or tort or otherwise and regardless of the theory of liability.

2. Simptel’s sole and exclusive remedy for any unavailability, non-performance, or other failure to provide an eligible service under the SLA is a penalty in accordance with the terms of the SLA. To the greatest extent permitted by applicable law, neither party’s liability shall exceed the amounts paid or payable for the Services giving rise to the liability during the twelve (12) month period preceding the first incident out of which the liability arose. Simptel will have no liability regarding the Applications, Beta products or loss of or damage to customer data while in transit via the internet or a telecommunications network.

3. None of the above limitations apply to a breach of the Customer’s or Vendor’s responsibilities, payment obligations or amounts payable pursuant under the mutual indemnification under these Terms and Conditions.

10. Publicity

1. Simptel has the right to use the Customer’s or Vendor’s name and logo if the Customer or Vendor uploads their name and logo, and a description of the Customer's or Vendor's use case on the Simptel website, customers lists, or marketing and promotional materials.

2. The Customer or Vendor provides Simptel full permission to use their name, logo and use case n the Simptel website, customers lists, or marketing and promotional materials.

11. Contract term and termination and survival

1. These Terms and Conditions commence on the date that they are accepted by the Customer or Vendor or, where an order form applies, on the date specified on the order form and will continue until all order forms and Services used by the Customer or Vendor entered into under these Terms and Conditions have expired or been terminated.

2. Either party may terminate the Agreement, affected order form(s), or Services used by the Customer or Vendor in the event of a material breach if, after providing written notice of the breach, the other party does not remedy the breach within fifteen (15) days.

3. In the event of a material breach by the Customer or Vendor, Simptel may also (i) terminate the Agreement, (ii) close all of the Customer’s or Vendor’s accounts and/or (iii) prohibit the Customer or Vendor from creating any new accounts. Simptel may also terminate or suspend the Agreement of the provision of certain Services with immediate effect by notifying the Customer or Vendor in the event Simptel has substantiated reason to believe that the use of the Services by the Customer or Vendor (i) would constitute a breach of third-party application terms (including but not limited to those set out in the Product Specific Terms) or the terms of the Agreement; (ii) is contrary to applicable laws, regulations, or public order; or (iii) includes transmission of inappropriate as specified in these Terms and Conditions.

4. Either party may terminate the Agreement (and Simptel may close the Customer’s or Vendor’s account(s)) by written notice in the event the other party becomes subject of a petition in bankruptcy or other proceedings relating to insolvency, receivership or liquidation.

5. If Simptel terminates the Agreement because of a material breach of the Customer or Vendor, the Customer or Vendor will pay Simptel any unpaid fees covering the remainder of the term of the Agreement, order form(s), and/or Services used by the Customer or Vendor in the online customer portal. In no event shall termination relieve the Customer or Vendor of their obligation to pay any fees payable to Simptel for the period prior to the effective date of termination.

6. The terms of sections 5, 6, 7, 8, 9 and 14 will survive any termination or expiration under this section.

12. Changes Terms & Conditions

1. From time to time, Simptel may update these Terms and Conditions. If Simptel makes material changes, Simptel will notify the Customer or Vendor by sending an e-mail. To the greatest extent permitted by applicable law, the new Terms and Conditions will take immediate effect, and continued use of the Services by the Customer or Vendor following the posting or notice of the changes will constitute acceptance of the updated Terms and Conditions. If any applicable law requires Simptel to give additional notice in respect of some or all of the Services, changes will automatically take effect regarding the use of the relevant Services by the Customer or Vendor upon expiry of such notice period (unless the Customer or Vendor terminates the Agreement during that period) or upon the earlier agreement to such changes. If the Customer or Vendor has the right under applicable law to terminate the Agreement upon receipt of such notice, the Customer or Vendor will not be charged a fee for early termination where the Customer or Vendor exercises that right under applicable law, but any fees previously paid are non-refundable and any fees owing continue to remain due and payable. Changes to these Terms and Conditions will not materially diminish the protections, features and/or functionality of the Service.erially diminish the protections, features and/or functionality of the Service.

13. Governing law and dispute resolution

1. Any dispute, claim or controversy arising out of or in connection with the Agreement shall be governed by and construed in accordance with the laws of the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded, as is the application of title 7.1, and articles 6:89, 6:93, 7:408(2) and 7:411 of the Dutch Civil Code.

2. The competent courts of ‘s-Hertogenbosch will have exclusive jurisdiction to settle any disputes arising out of or related to the Agreement.

3. To the greatest extent permitted by applicable law, the parties agree that neither party can bring a dispute as a plaintiff or class member in a class action, consolidated action, or representative action.

14. Miscellaneous

1. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (i) the data processing agreement; (ii) the applicable order form, (iii) the Product Specific Terms, (iv) the applicable SLA, (v) these Terms and Conditions, (vi) other applicable documentation.

2. Each party is an independent contractor in the performance of the Agreement and nothing in these Terms and Conditions is intended to create or will be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. Neither party has the right to authority to commit the other party in any way and will not attempt to do so or imply that it has the right to do so. Nothing in these Terms and Conditions is intended to prevent (i) Simptel from marketing, licensing, selling or otherwise providing Services to any third party and (ii) the Customer or Vendor from obtaining services similar to the Services from a third party.

3. Simptel and/or its Vendors, as applicable, owns and reserves all rights, title and interest, including intellectual property rights, in and to the Services and any relevant, applicable documents. The Customer may not reverse engineer, copy, dissemble, or decompile the Services, or remove any copyright, trademark or any other proprietary rights notices contained in or on the Services.

4. If a court of competent jurisdiction holds any provision of these Terms and Conditions to be contrary to applicable law, that provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the greatest extent permitted by law and the remaining provisions of these Terms and Conditions will remain in full force and effect.

5. If the Customer or Vender needs to provide notice to Simptel under these Terms and Conditions,they may do so via e-mail exclusively to [email protected] or by registered prepaid post to Simptel’s business address with a PDF copy per e-mail exclusively to [email protected]. If Simptel needs to provide notice to the Customer or Partner, it will do so, at its own choice, in writing via e-mail to the e-mail address designated in the account or by letter to the address associated with the account. It is the responsibility of the Customer or Partner to keep these addresses associated with the account current and accurate.

6. Except for the payment of fees, each party will be excused from any failure or delay of performance to the extent caused by unavoidable events beyond its reasonable control and not caused by it. These events include, but are not limited to, natural catastrophes, laws, orders, regulations, directions or actions of governmental authorities, acts of war, hostility, or sabotage, failure of telecommunication or digital transmission links, or failure of any third party operating systems, platforms, applications or networks not under the party’s reasonable control. All parties will take reasonable actions to minimize the consequences of these events. In addition, a party will be excused from future performance under this Agreement, if (i) the other party becomes, directly or indirectly, subject to sanctions or restrictive measures imposed by competent governmental authorities, or (ii) the performance of any aspect of this Agreement would require that party to engage in a transaction with a person, directly or indirectly, subject to such sanctions or restrictive measures.

7. With the exception of the rights explicitly provided in the Agreement, each party waives any rights to wholly or partially terminate or rescind the Agreement or to claim termination, rescission or amendment of the Agreement to the greatest extend permitted by applicable law.

8. Neither party may assign or transfer its rights and obligations under this Agreement, wholly or partially, without the prior written consent of the other party. However, either party may assign this Agreement in its entirety without prior consent – but subject to written notice promptly following the event – in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the relevant party’s assets to a party that is not a competitor of the other party. Any attempted assignment or transfer by either party in violation hereof is void. Each and all of the provisions of this Agreement will be binding and inure to the benefit of the parties to this Agreement and their respective administrators, successors, and permitted assigns.

9. This Agreement represents the full and complete contract between the parties, superseding all prior proposals, statements, or agreements and neither party has entered into this Agreement in reliance on any representations or warranties other than as set out in the Agreement.

10. If the Customer or Vendor is a micro-enterprise, small enterprise or non-profit organization and the Services are provided in the EEA and/or the United Kingdom which are subject to the European Electronic Communications Code (and relevant national implementation measures transposing Directive (EU) 2018/1972 or equivalent provisions in the EEA or UK) (the EECC), to the greatest extent possible under the applicable law, the Customer or Vendor expressly waives their rights under the EECC.

11. The use of the Services indicates acceptance of the Agreement. If and to the extent that parties enter into an Agreement that requires a signature, parties agree to the use of electronic signatures and to be bound by them.

12. In case of any grievances in relation to the Agreement or the Services, contact [email protected].

13. A party shall not be entitled to recover more than once under this Agreement in respect of the same loss or damage suffered.

14. References in the Agreement, including all referenced documents comprising part of the Agreement), to “include”, “included”, “including”, and “for example” and like words shall, as the context so requires, be read to refer to those words without limitation.

APPENDIX I – GLOSSARY