General Terms and Conditions of SIMPL Technologies GmbH

§ 1 Scope

1. These GTC apply to all contracts between SIMPL Technologies GmbH, Sanitätsrat-Hallermann-Str. 13, 44359 Dortmund, Germany (“SIMPL”) and its customers for the use of the SIMPL software as Software-as-a-Service and related services.
2. SIMPL only enters into contracts with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.
3. General terms and conditions or purchasing conditions of the customer do not apply. This also applies if SIMPL does not expressly object to them or provides services in knowledge of them. They only apply if SIMPL agrees to them in writing.

§ 2 Conclusion of Contract and Contract Documents

1. The contract is concluded when the customer accepts an offer from SIMPL. Acceptance may be declared in writing, in text form (e.g. by email) or by electronic confirmation in a quotation system provided by SIMPL.
2. In the event of contradictions, the following order of precedence applies: (a) offer or order confirmation, (b) service level agreement, if agreed, (c) data processing agreement (DPA), (d) service description, (e) these GTC. For matters of data protection and processing on behalf, the DPA takes precedence.

§ 3 Services of SIMPL

1. SIMPL provides the customer with the SIMPL software via the internet for the term of the contract. Scope and functions depend on the booked package and the service description.
2. The software runs on servers in data centres in Germany or the EU. The customer does not receive a copy of the software or the source code.
3. SIMPL continuously develops the software. SIMPL may change, add or replace functions, provided that the contractually agreed core functions are retained and the change is reasonable for the customer.
4. The customer is responsible for the internet connection, end devices and an up-to-date browser or the mobile app. The system requirements are set out in the service description.
5. SIMPL may use subcontractors to provide its services, for example for hosting. SIMPL remains responsible to the customer for their services. Subcontractors that process personal data are listed in the DPA.

§ 4 Availability, Maintenance and Support

1. SIMPL provides an availability of the software of 99% on an annual average. Availability is measured as the accessibility of the application at the transfer point of the data centre to the internet.
2. The following do not count as downtime: (a) announced maintenance windows of up to 8 hours in total per calendar month, (b) urgent security updates, (c) disruptions for which SIMPL is not responsible, in particular force majeure, attacks by third parties despite reasonable protective measures and disruptions outside SIMPL’s sphere of influence, (d) disruptions caused by the customer or by third parties engaged by the customer.
3. SIMPL announces maintenance windows at least 2 working days in advance and schedules them outside the service hours under para. 4 where possible.
4. Customers receive support Monday to Friday from 8 am to 5 pm CET/CEST (“service hours”), excluding public holidays in North Rhine-Westphalia as well as 24 and 31 December, by email to service@simpl.de and by telephone at +49 231 99783800. Fixed response times only apply if a service level agreement has been agreed.

§ 5 Implementation and Additional Services

1. SIMPL provides set-up, training, data migration, configuration, interfaces and consulting (“additional services”) as services. SIMPL only owes a specific result if this has been expressly agreed.
2. Additional services are charged at a flat rate or on a time and material basis as stated in the offer. In the absence of an agreement, SIMPL’s current price list applies. Travel expenses are charged separately unless otherwise agreed.

§ 6 Pilot Phase

1. If a pilot phase is agreed in the offer, the contract begins with the minimum term pursuant to § 13. The pilot phase comprises the first 3 months from the start of the contract, unless otherwise stated in the offer.
2. The customer may terminate the contract at the end of the pilot phase with 2 weeks’ notice in text form. Implementation services already provided and the fees for the pilot phase remain payable. Fees paid in advance for the contract year are refunded for the period after the end of the contract.
3. If the customer does not terminate, the contract continues until the end of the minimum term.

§ 7 Customer Cooperation

1. The customer appoints a contact person who can make decisions or obtain them at short notice.
2. The customer provides the information, master data and approvals required for implementation in good time. If cooperation is delayed, agreed dates are postponed accordingly. SIMPL may charge additional effort on a time and material basis.
3. The customer keeps access data secret, protects it from access by third parties and informs SIMPL without delay if it suspects misuse.
4. The customer checks data it transfers into the software for accuracy and for whether it is permitted to process it.
5. The customer is responsible for complying with its statutory, regulatory and contractual obligations when using the software, in particular inspection, documentation and retention obligations. SIMPL does not warrant that the software meets specific regulatory requirements of the customer unless this has been expressly agreed.

§ 8 Rights of Use and Users

1. SIMPL grants the customer, for the term of the contract, the simple, non-transferable and non-sublicensable right to use the software for its own business purposes. Affiliated companies of the customer may only use the software if this is agreed in the offer.
2. Use is limited to the booked number of named users. A user account may only be used by one person. The customer may reassign user accounts if a person permanently stops using the software.
3. The customer may book additional users at any time. They are charged pro rata from activation and run until the end of the contract term. A reduction is possible at the end of the respective contract term. If the customer creates more users than booked, SIMPL informs the customer in text form. If the customer does not end the excess use within 7 working days, the additional users are deemed booked.
4. The customer may not decompile or replicate the software, pass it on to third parties except via the customer portal, or use it to build a competing product. Sections 69d and 69e of the German Copyright Act (UrhG) remain unaffected.
5. If there are concrete indications of abusive or unlawful use, in particular attacks on the software or sharing of access, SIMPL may temporarily block the affected accounts. SIMPL blocks only to the extent necessary, informs the customer without delay and lifts the block as soon as the reason no longer applies.

§ 9 Customer Data

1. All data that the customer or its users enter into or generate in the software (“customer data”) remain with the customer.
2. SIMPL uses customer data exclusively to provide the contractual services. SIMPL does not pass customer data on to third parties, except to service providers that SIMPL uses to provide its services and that are listed in the DPA.
3. SIMPL may process technical usage and operating data for operation, monitoring and error analysis and may use service providers for this purpose. SIMPL may use anonymised evaluations that cannot be traced back to the customer or to individuals to improve the software and for statistics.
4. SIMPL backs up customer data regularly in accordance with the state of the art. During the term, the customer may export its data via the export functions of the software or on request via support.

§ 10 AI Functions

1. Some functions use artificial intelligence, for example for voice input, summaries or suggestions. The results are generated automatically and may be incorrect or incomplete.
2. AI results are suggestions. The customer checks them before use, in particular before safety-relevant decisions or before passing them on to third parties.
3. SIMPL uses service providers with processing in the EU for AI functions. They are listed in the DPA.
4. The customer uses the AI functions under its own responsibility and is, to that extent, a deployer within the meaning of Regulation (EU) 2024/1689 (AI Act). It ensures that its users are adequately trained in the use of the functions.

§ 11 Customer Portal and Third-Party Systems

1. Via the customer portal, the customer can give its own customers access to selected information (“portal users”). Portal users do not become contractual partners of SIMPL. The customer is responsible for which data it releases and for ensuring that portal users comply with the rules of use in these GTC.
2. If the customer connects third-party systems (e.g. ERP, CRM, Microsoft 365), it is responsible for their operation, licences and changes. SIMPL is not liable for disruptions caused by changes to third-party systems for which SIMPL is not responsible.

§ 12 Fees, Payment and Price Adjustment

1. The prices stated in the offer apply. All prices are net plus statutory VAT.
2. Recurring fees are invoiced annually in advance. Additional services are invoiced after performance or according to the payment schedule in the offer. Invoices are payable within 14 days without deduction. SIMPL may issue invoices electronically.
3. If the customer is more than 30 days in default with a due amount, SIMPL may block access after prior notice in text form with a period of 14 days until the amount has been paid. Data export under § 14 remains possible during a block. Statutory rights in the event of default remain unaffected.
4. SIMPL may adjust the recurring fees once per contract year, at the earliest 12 months after the start of the contract, in line with the consumer price index for Germany (VPI, Federal Statistical Office). The change since the start of the contract or since the last adjustment is decisive. If the index falls, the fees decrease accordingly. SIMPL announces the adjustment at least 6 weeks in advance in text form.
5. If the fees increase by more than 5% compared to the previous price as a result of an adjustment under para. 4, the customer may terminate the contract with effect from the date on which the adjustment takes effect.
6. Discounts granted in the offer apply only to the first minimum term unless otherwise agreed. They do not apply to renewals.

§ 13 Term and Termination

1. The contract starts on the date stated in the offer. The minimum term is 24 months unless otherwise agreed in the offer.
2. Thereafter, the contract is renewed for 12 months at a time unless terminated with 3 months’ notice to the end of the term.
3. The right to terminate for good cause remains unaffected. Good cause for SIMPL exists in particular if the customer is in default with payment of more than two monthly fees or, despite a warning, uses the software in breach of contract to a significant extent.
4. Notices of termination must be given in text form.
5. The customer’s right to switch providers under § 14 para. 4 remains unaffected.

§ 14 End of Contract, Data Export and Switching

1. After the end of the contract, the customer can export its customer data for a further 3 months. All customer data can be exported, in particular orders, tickets, assets, customers and contacts, maintenance plans, reports, times, forms and uploaded files. SIMPL provides them in a common, machine-readable format (e.g. CSV, XLSX, JSON, PDF for reports, original format for files).
2. After this period, SIMPL deletes the customer data unless there is a statutory retention obligation. Data in backups is deleted within the regular deletion cycle of no more than 30 days.
3. If the customer requests earlier deletion, SIMPL deletes earlier and confirms this in text form upon request.
4. The customer may notify SIMPL at any time, in text form and with 2 months’ notice, that it wishes to switch to another provider or to its own infrastructure, or to have its data deleted (Art. 23 et seq. Regulation (EU) 2023/2854, “Data Act”). After the notice period, a transition period of 30 days follows. During this period, the software continues to operate and SIMPL provides reasonable support with the export. The contract ends upon completion of the switch. Paras. 1 to 3 apply accordingly. SIMPL does not charge separate fees for switching support.
5. If the contract ends under para. 4 before the end of the current contract term, the customer owes as compensation the fees that would have accrued until the end of the current contract term, less the expenses saved by SIMPL as a result. Fees already paid are credited. The compensation is not a fee for switching support.

§ 15 Warranty

1. The customer reports defects without delay via the support channels and describes them as precisely as possible.
2. SIMPL remedies defects within a reasonable time. SIMPL may initially provide a reasonable workaround.
3. An insignificant reduction in suitability does not give rise to warranty rights. Availability within § 4 is not a defect.
4. Strict liability for defects that already existed when the contract was concluded (Section 536a (1) alt. 1 BGB) is excluded.
5. The customer’s right to terminate for failure to grant use (Section 543 (2) sentence 1 no. 1 BGB) only exists once SIMPL has had sufficient opportunity to remedy the defect and has failed.

§ 16 Liability

1. SIMPL has unlimited liability for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act, for fraudulently concealed defects and to the extent of a guarantee assumed.
2. In the event of a slightly negligent breach of a material contractual obligation, SIMPL is only liable for the typical damage foreseeable at the time the contract was concluded. Material contractual obligations are obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the customer may regularly rely.
3. In the cases of para. 2, SIMPL’s liability is limited per damage event to the net fees agreed for the relevant contract year and in total per contract year to twice these net fees.
4. Otherwise, liability for slight negligence is excluded.
5. SIMPL is only liable for loss of data in the amount of the effort required to restore it from the last proper backup.
6. Claims under para. 2 become time-barred one year from the statutory start of the limitation period.
7. The limitations of liability also apply to SIMPL’s executive bodies, employees and vicarious agents.
8. The rules of this § 16 also apply to claims under the data processing agreement. Liability towards data subjects under Art. 82 GDPR remains unaffected.

§ 17 Data Protection and Information Security

1. Insofar as SIMPL processes personal data on behalf of the customer, the parties conclude SIMPL’s data processing agreement pursuant to Art. 28 GDPR. It also governs the technical and organisational measures and the subprocessors.
2. SIMPL protects the software and the customer data through appropriate technical and organisational measures in accordance with the state of the art.
3. Inspections and audits at the customer or by the customer at SIMPL only take place by prior arrangement. Details and costs are governed by the DPA. Statutory audit rights under Art. 28 GDPR remain unaffected.

§ 18 Confidentiality

1. The parties treat all confidential information of the other party confidentially and use it only for this contract. Confidential information includes in particular customer data, prices, offers and technical information.
2. Information is not confidential if it is publicly known, was already known to the receiving party, was lawfully provided to it by third parties or was developed independently by it.
3. The obligation applies until 3 years after the end of the contract. Statutory or official disclosure obligations remain unaffected.

§ 19 References

SIMPL may name the customer with its name and logo as a reference on its own website, in presentations and in sales materials. The customer may object to this at any time in text form. Further publications, such as case studies or quotes, require the customer’s approval.

§ 20 Changes to these GTC

1. SIMPL may amend these GTC with effect for the future if there is an objective reason, in particular new legal requirements, case law or technical developments. The balance between performance and consideration will not be changed to the customer’s disadvantage.
2. SIMPL notifies the customer of changes in text form at least 6 weeks before they take effect. If the customer does not object before they take effect, the amended GTC apply. SIMPL points out this consequence in the notification. If the customer objects, the previous GTC continue to apply until the end of the current contract term.
3. If the customer places a further order that expressly refers to a version of these GTC identified by date, that version applies to the entire contract, including all existing orders, from the time the order takes effect. Agreed prices, terms and scope of services remain unaffected.

§ 21 Force Majeure, Transfer and Final Provisions

1. Neither party is liable for non-performance of obligations to the extent this is due to force majeure. This includes in particular natural events, pandemics, war, strikes, official measures and large-scale disruptions of power or communication networks for which the party is not responsible. The affected party informs the other party without delay. If the impediment lasts longer than 6 weeks, either party may terminate the contract for good cause.
2. SIMPL may transfer the contract with all rights and obligations to a company affiliated with SIMPL or to a legal successor, for example in the course of a sale of the company or a restructuring. SIMPL announces the transfer at least 1 month in advance in text form. If the transfer is unreasonable for the customer for good cause, the customer may terminate the contract with effect from the time of the transfer.
3. German law applies, excluding the UN Convention on Contracts for the International Sale of Goods.
4. The exclusive place of jurisdiction is Dortmund, Germany. SIMPL may also sue the customer at its general place of jurisdiction.
5. The customer may only assign rights under this contract with SIMPL’s consent. Section 354a of the German Commercial Code (HGB) remains unaffected.
6. The customer may only set off claims that are undisputed or have been finally established by a court.
7. Both parties comply with the export control and sanctions regulations applicable to them.
8. Should any provision be invalid, the remainder of the contract remains valid.
9. The German version is authoritative. Translations are for information purposes only.

SIMPL Technologies GmbH · Sanitätsrat-Hallermann-Str. 13 · 44359 Dortmund · Germany · service@simpl.de · GTC · As of November 2026