This is an archived version. It is published so that customers who ordered while it was in force can read the text that applied to them. It is not the current version — see the current documents.
Simple Smooth Safe, Unipessoal Lda. ("we", "us", "SSS"), a sole-shareholder private limited company incorporated in Portugal, 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.
- 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 and the Support & Service Levels document.
- These Terms of Service.
- Anything else on our website.
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.
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 US dollars 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 without a valid VAT number | 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.
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, the software keeps working while a licensing or payment matter is 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.
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.
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 exclusive remedy for breach of this warranty.
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 liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for wilful misconduct, or for anything else that cannot be limited under Portuguese law.
Subject to that, neither party is liable for indirect or consequential loss, loss of profit, revenue, anticipated savings, goodwill, business opportunity, or loss or corruption of data, in each case however arising.
Subject to the two paragraphs above, each party's total aggregate liability arising out of or in connection with this agreement in any twelve-month period is limited to the fees paid or payable by the Customer under this agreement in the twelve months immediately before the event giving rise to the claim.
The Customer's obligation to pay fees properly due is not subject to that cap.
10.1 IP indemnity
We will defend the Customer against a third-party claim that a Product, used as permitted, infringes that third party's intellectual property, and will pay damages finally awarded or agreed in settlement — provided the Customer notifies us promptly, gives us control of the defence, and cooperates.
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, or from use in combination with anything we did not supply.
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, 12 and 13 survive termination.
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 must also be sent by a means that produces a written record of delivery.
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. This does not limit liability for fraudulent misrepresentation.
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.