Simple Smooth Safe, Unipessoal Lda. ("we", "us", "SSS"), a sole-shareholder private limited company incorporated in Portugal, registered at the Conservatória do Registo Comercial under number XXXXX, share capital €XXXXX, NIF / VAT PT518264742, with its registered office at Rua Retiro dos Pacatos 50, Ed. Startup, Sala 9, 2635-224 Rio de Mouro, Sintra, Portugal. Contact: info@simplesmoothsafe.com.
1. Definitions
- Customer — the organisation named on the Order. These terms are for business customers only; we do not sell to consumers. By placing an Order the Customer represents that it is acting for purposes relating to its trade, business, craft or profession and not as a consumer, and that it will give us its VAT or business registration number on request.
- Order — a quote, order form or written confirmation (including by email) accepted by both parties, identifying the Products, quantities and fees.
- Products — SSS DocGen, SSS DMS and PSA Hub, and any other software we make available under these terms.
- Production Environment — any Microsoft Dataverse environment in which the Customer generates or manages real business records. Environments used solely for development, testing, training or staging are not Production Environments.
- User — a named individual authorised by the Customer to access PSA Hub. Users are named, not concurrent; a login may not be shared.
- Customer Data — data the Customer or its users put into, or generate through, the Products, including templates and configuration.
- Services — implementation, deployment, template work, integration and other professional services described in an Order.
- Subscription Term — the period for which fees have been paid, as set out in section 4.
2. Order of precedence
Where documents conflict, the following order applies, highest first:
- A signed Order or negotiated agreement between the parties.
- The Data Processing Agreement.
- The Software Licence, the Support & Service Levels document and the Cancellation & Refunds document.
- These Terms of Service.
- Anything else on our website.
An Order may not vary the Data Processing Agreement except in the Customer's favour.
Purchase-order terms, vendor portals and supplier codes of conduct do not apply unless we have agreed to them in writing and signed them. A purchase order is treated as an administrative instrument for payment only.
3. What we supply
We grant the Customer access to the Products ordered, on the licence terms set out in the Software Licence, together with the support described in the Support & Service Levels document, for the Subscription Term.
Products are supplied as software the Customer deploys into its own Microsoft tenant. We do not host the Customer's data. Specifically:
- SSS DocGen runs as a container in the Customer's own Azure subscription and reads the Customer's own Dataverse. The Customer contracts with Microsoft for that Azure capacity and pays Microsoft directly for it; it is not included in our fees.
- SSS DMS and PSA Hub run entirely on the Customer's Power Platform. They require no Azure subscription and no infrastructure supplied by us.
The Customer is responsible for holding the Microsoft licences and platform capacity the Products require. We are not a reseller of Microsoft licensing, and our fees never include it.
3.1 Pre-release products
A Product or feature described as in development, early access, preview or beta is provided as is, is not covered by the warranty in section 9 or the service levels in the Support document, and may change or be withdrawn. At the date of these terms, SSS DMS is in development and not generally available. We will not invoice for a pre-release Product unless the Order says expressly that it is pre-release and the Customer has accepted that. A pre-release Product is also outside the guarantee in section 3.2 of the Cancellation & Refunds document.
We give no commitment as to whether, when, or in what form a pre-release Product or feature will become generally available. Roadmaps, timelines, planned functionality and statements about future capability are indications of current intention only, are not contractual, and must not be relied on in making any commitment or incurring any expenditure. A pre-release Product may be delayed indefinitely, changed materially, or withdrawn, and we are not liable for any cost, expenditure or commitment the Customer incurs in anticipation of it.
4. Term, renewal and notice
Subscriptions run for twelve months from the start date on the Order, and renew for successive twelve-month terms unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.
We will notify the billing contact of any fee change at least 60 days before a renewal, so that notice can still be given inside the window above. If we do not give that notice, the renewal is at the existing fee.
Adding Users or Production Environments mid-term is charged pro rata to the end of the current term, so that everything renews on one date. Quantities cannot be reduced mid-term; reductions take effect at renewal.
5. Fees, invoicing and VAT
Fees are as set out in the Order, or as published on our website if the Order does not say otherwise. Subscription fees are billed annually in advance. Services are invoiced on the milestones in the Order, or on completion where none are stated.
5.1 Currency and taxes
Prices are quoted and invoiced in euros and are exclusive of VAT and of any other sales, use or withholding tax. VAT is applied according to Portuguese and EU law at the time of invoice:
| Customer | Treatment |
|---|---|
| Business established in Portugal | Portuguese VAT at the prevailing rate |
| Business in another EU member state with a valid VIES-registered VAT number | Reverse charge — no VAT charged; the Customer accounts for it (Art. 196, Directive 2006/112/EC) |
| Business in another EU member state that cannot give us a VAT number we can validate in VIES | Portuguese VAT at the prevailing rate |
| Business established outside the EU | Outside the scope of Portuguese VAT |
The Customer is responsible for giving us a valid VAT number and for telling us if it changes. If a reverse charge is applied on the strength of a number that turns out to be invalid, the Customer is responsible for the VAT and any penalties that follow.
If the Customer is required by law to withhold tax from a payment, the amount payable is increased so that we receive the sum we would have received had no withholding applied.
Where a reverse charge applies, our invoice carries the mention IVA — autoliquidação. Any refund is made in the currency in which the relevant fees were invoiced.
5.2 Payment
Invoices are payable within 30 days of the invoice date, by bank transfer to the account on the invoice. Bank charges are the Customer's.
Late payment carries interest at the statutory commercial rate under Decreto-Lei 62/2013, which implements Directive 2011/7/EU on late payment. We would always rather send a reminder than an interest calculation, and normally will.
Fees are non-cancellable and paid amounts are non-refundable except as set out in the Cancellation & Refunds document.
5.3 Suspension for non-payment
If an undisputed invoice is more than 30 days overdue, we may suspend support and updates on 14 days' written notice, and may terminate under section 11 if it remains unpaid.
Licensing never blocks a document. We do not use technical enforcement to make a commercial point. Where a Product generates or manages business-critical records, we will not disable, degrade, time-bomb or remotely restrict it while a licensing or payment matter is being resolved — a discrepancy is raised with the Customer's billing contact, not surfaced to its end users, and never at month-end by breaking an invoice run. Suspension under this section suspends our services: support, updates and maintenance.
That is a commitment about our conduct and it is unconditional. It is not a licence, it does not extend the Subscription Term, and it does not affect our right to terminate under section 11, to recover amounts due with interest, or to exercise our rights as owner of the Products in respect of use after the licence has ended.
6. Customer responsibilities
The Customer will:
- hold and maintain the Microsoft licensing, Dataverse capacity and — for DocGen — the Azure subscription the Products need;
- administer its own tenant, including user provisioning, security roles, DLP policies, retention and backup;
- keep credentials secure, and restrict read access to environment-variable values holding secrets, as described in the product documentation;
- use the Products lawfully, and not in breach of the Software Licence;
- ensure it has the rights and lawful basis to process the data it puts into the Products.
We are not responsible for a failure caused by the Customer's tenant configuration, its Microsoft licensing lapsing, changes it makes to the platform, or loss of data it has not backed up. Backup of Customer Data is the Customer's responsibility; the Products run on the Customer's own platform, where its own backup regime applies.
7. Intellectual property
Ours. We own the Products and all intellectual property in them, including source code, the managed solutions, and any improvement or derivative we make. Nothing in these terms transfers ownership. Section 3 of the Software Licence sets out what the Customer may do with them.
Yours. The Customer owns its Customer Data. That expressly includes templates and configuration: a DocGen template is Handlebars markup and FetchXML rows held in the Customer's own Dataverse, and it remains the Customer's, readable and exportable at any time, during and after the Subscription Term. If we part ways, templates stay where they have always been.
Feedback. If the Customer sends us suggestions, we may use them without obligation or payment. We will not identify the Customer as their source without permission.
Publicity. We will not name the Customer, use its logo, or describe its deployment in marketing without prior written consent. Consent may be withdrawn, and we will stop using the material within 30 days of being asked.
8. Confidentiality
Each party will keep the other's confidential information confidential, use it only to perform this agreement, and protect it with at least the care it applies to its own. This does not apply to information that is public through no breach, was already known, is independently developed, or must be disclosed by law — and in that last case the disclosing party will give notice where it is lawful to do so.
These obligations continue for three years after the agreement ends, and indefinitely for anything that is a trade secret.
9. Warranties
We warrant that the Products will perform materially as described in their documentation, and that the Services will be performed with reasonable skill and care by people competent to perform them.
We further warrant that we will use industry-standard measures to ensure the Products, as supplied by us, do not contain any virus, malicious code, back door, time-bomb or disabling device, and that we will not introduce any means of disabling or degrading a Product remotely.
If a Product does not meet that warranty and the Customer tells us within 90 days of the failure first appearing, we will correct it, or if we cannot within a reasonable time, the Customer may terminate the affected Product and receive a pro-rata refund of fees paid for the unexpired part of the term. That is the Customer's primary remedy for breach of this warranty and the Customer will pursue it before any other. It does not exclude rights that cannot lawfully be excluded under Portuguese law, and any further liability is subject to the limits in section 10.
We do not warrant that a Product will be uninterrupted or error-free, or that it will operate in combination with software or platform configuration we have not tested. Except as stated here and as required by law, all other warranties, conditions and terms — express or implied — are excluded to the fullest extent permitted.
10. Liability
Nothing in this agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for wilful misconduct (dolo) or gross negligence (culpa grave), or for anything else that cannot lawfully be limited or excluded under Portuguese law.
Subject to that, neither party is liable for indirect or consequential loss, loss of profit, revenue, anticipated savings, goodwill or business opportunity, in each case however arising. Liability for loss or corruption of Customer Data is subject to the cap below, and is excluded only to the extent the loss results from a failure of the Customer's own backup, retention or tenant configuration, for which the Customer is responsible under section 6.
Subject to the two paragraphs above, each party's total aggregate liability in contract arising out of or in connection with this agreement, taken together across all claims and all periods, is limited to the total fees paid or payable by the Customer under this agreement in the twelve months immediately preceding the first event giving rise to a claim. Nothing in this section purports to limit liability for non-contractual patrimonial damage where Portuguese law does not permit it to be limited.
That cap does not apply to the Customer's obligation to pay fees properly due, or to the Customer's liability arising from a breach of section 5 (What you may not do) or section 7 (Ownership) of the Software Licence or from infringement of our intellectual property rights.
10.1 IP indemnity
We will defend the Customer against a third-party claim that a Product, used as permitted by the Software Licence, infringes that third party's intellectual property rights, and will pay damages finally awarded against the Customer by a court of competent jurisdiction, or agreed by us in settlement, in respect of such a claim.
Our total aggregate liability under this section 10.1, across all claims, is limited to the greater of (a) €250,000 and (b) three times the fees paid by the Customer under this agreement in the twelve months preceding the first such claim. That limit applies in place of, and not in addition to, the limit in section 10.
The Customer will notify us in writing of any such claim reasonably promptly, provided that a failure or delay in notifying us relieves us of our obligations under this section only to the extent we are actually prejudiced by it. We have the right to control the defence and settlement of the claim using counsel of our choosing who are competent to conduct it, and the Customer will give reasonable cooperation at our cost. The Customer may participate in the defence with its own counsel at its own expense. We will not settle a claim in a way that imposes a non-monetary obligation on the Customer, or that admits fault on its part, without its prior written consent, not to be unreasonably withheld. If we do not confirm within 20 business days of notice that we are assuming the defence, or if we cease to conduct it, the Customer may defend and settle the claim itself and recover its reasonable costs and any damages from us, subject to the limit above.
If such a claim is made, we may at our option obtain the right for the Customer to continue using the Product, modify it so it is no longer infringing, or terminate it and refund fees for the unexpired term. This indemnity does not apply to claims arising from the Customer's own data, templates or configuration, from modification not made by us, from use in combination with anything we did not supply, or from third-party or open-source components where the claim arises from the Customer's use of them otherwise than in accordance with their own licence terms.
10.2 Customer indemnity
The Customer will defend us against, and pay damages finally awarded or agreed in settlement in respect of, any third-party claim arising from Customer Data, the Customer's templates or configuration, or the Customer's use of a Product otherwise than as permitted by the Software Licence — on the same procedural terms as section 10.1, applied in reverse. This obligation is subject to the cap in section 10.
11. Termination
Either party may terminate this agreement, or an affected Order, on written notice if the other:
- commits a material breach and does not remedy it within 30 days of written notice describing it; or
- becomes insolvent, enters administration or an equivalent process, or ceases to trade.
On termination or expiry, the licences in the Software Licence end and the Customer will stop using the Products and remove the managed solutions from its environments. The Customer keeps its Customer Data, which is in its own tenant throughout; see the Cancellation & Refunds document for what we do to help on the way out.
Sections 5 (for amounts already due), 7, 8, 10, 11.1, 12 and 13 survive termination.
11.1 Continuity
We are a small company, and a customer whose invoicing runs on our software is entitled to know what happens if we stop. We therefore grant the Customer, with effect from the start date of its first Order, a perpetual, irrevocable, non-exclusive, royalty-free licence to continue using the version of each Product then deployed in its environments, for its own internal business purposes. That licence becomes exercisable if we cease to trade, become subject to an insolvency process, or stop supporting a Product without giving the notice in section 7 of the Cancellation & Refunds document.
This licence is granted now. It is not conditional on any termination of this agreement, and it is not a right that arises on insolvency — it is a right the Customer already holds, whose exercise is deferred. Nothing in it entitles the Customer to our source code.
12. Governing law and jurisdiction
This agreement, and any dispute or claim arising out of or in connection with it — including non-contractual ones — is governed by the law of Portugal.
The parties submit to the exclusive jurisdiction of the courts of the district of Lisbon, Portugal. Before starting proceedings, each party will raise the matter in writing with the other and give it 30 days to resolve. Neither party has to wait to seek urgent injunctive relief.
The United Nations Convention on Contracts for the International Sale of Goods does not apply.
13. General
Assignment. Neither party may assign this agreement without the other's written consent, not to be unreasonably withheld — except that either may assign it in full to a successor of its business or substantially all of its assets, on notice.
Subcontracting. We may use subcontractors, and remain responsible for their performance. Where a subcontractor would process personal data, the Data Processing Agreement governs.
Force majeure. Neither party is liable for a failure caused by something beyond its reasonable control, provided it tells the other promptly and works to mitigate. This does not excuse payment of amounts already due.
Notices. Notices are given by email — to info@simplesmoothsafe.com for us, and to the billing contact on the account for the Customer — and are deemed received on the next business day. Notices of termination or non-renewal must also be sent by registered post with acknowledgement of receipt, or by courier against signature, to the registered office of the recipient; such a notice is deemed given on the date of the email provided the postal or courier copy is despatched within two business days of it.
Entire agreement. These terms and the documents referenced in section 2 are the whole agreement between the parties on their subject matter, and replace anything said or written before. Neither party relies on any statement not set out in them, save that the product page descriptions referred to in section 3.2 of the Cancellation & Refunds document apply for the purposes of that section. This does not limit liability for fraudulent misrepresentation.
Trade compliance. Each party warrants that it is not, and is not owned or controlled by, a person subject to trade or economic sanctions administered by the European Union, the United Kingdom, the United States or the United Nations, and that it is not established in a territory subject to comprehensive sanctions. The Customer will not make the Products available to any such person or in any such territory, or use them for any purpose prohibited by applicable export control or sanctions law. We may suspend or terminate this agreement immediately, without liability, where we reasonably consider it necessary in order to comply with such law.
Anti-bribery. Each party will comply with all applicable anti-bribery and anti-corruption laws, including Portuguese law and, where applicable, the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act, and will not offer or accept any improper payment in connection with this agreement.
Severability. If a provision is held unenforceable, it is modified to the minimum extent necessary to make it enforceable, and the rest is unaffected.
No waiver. Not enforcing a right is not a waiver of it.
No partnership. Nothing here creates a partnership, joint venture, agency or employment relationship.
Language. These terms are written in English. A translation is for convenience only; the English version governs.
14. Changes to these terms
We may update these terms. A change takes effect for an existing Customer at its next renewal, never mid-term. We will email material changes to the billing contact at least 30 days before that renewal, which leaves the non-renewal window in section 4 intact. Continued use after renewal is acceptance.
15. Questions
Anything here that is unclear, or that your procurement team needs as a signable document, is a fair email: info@simplesmoothsafe.com.