Terms and Conditions

These terms govern the software and services of SimpL S.r.l. ("SimpL") for B2B business development under the performance-based model. The Customer is a business or professional acting in the course of its business; the signatory must have the necessary authority.

An engagement is established by accepting an order or agreement identifying the Customer, the offering, the price and the applicable document versions. Visiting the website, creating an account or registering a payment method does not, by itself, constitute acceptance of a paid engagement, a migration or clauses requiring specific approval.

Mandatory law and expressly agreed special terms in the order take precedence. The data processing agreement takes precedence for its subject matter; the operating mandate defines the target, channels, authorisations and qualification. A privacy notice does not replace the agreement required by Article 28 GDPR.

SimpL S.r.l. Registered office: Via Alessandro Manzoni 11, 21013 Gallarate (VA), Italy Tax code and VAT number: 03951480122 Certified email (PEC): simpl@pec.it Contract contacts: nico@thesimplplatform.io, luc@thesimplplatform.io Privacy contact: privacy@simplsales.ai

The order also identifies the operating contact and the contact for invoices and disputes. Payment instructions are communicated through verified contractual channels.

SimpL develops software for sales teams that, using artificial intelligence and any support from authorised personnel, helps identify companies and contacts, prepare and manage permitted communications, qualify interest and arrange meetings. The features and activities included in each engagement are those agreed and available at activation.

The Customer retains responsibility for negotiations, pricing proposals, the services or products sold and concluding contracts with prospects. The engagement does not authorise SimpL to accept orders, grant discounts or undertake obligations in the Customer's name.

Performance-based payment relates to the meetings defined in section 6. It does not guarantee sales, revenue, profitability or a minimum number of meetings. SimpL remains responsible for professional diligence and performing the agreed activities.

Before launch, the parties define the offering, markets, roles and companies to target, qualification criteria, exclusions, channels, calendar, price and any spending limits. They must also verify account authorisations and the requirements for data processing and communications.

The Customer supplies accurate, current information, identifies customers and negotiations to exclude, provides the necessary contacts and availability, and communicates changes, objections and unavailability. Users protect their credentials and report unauthorised access. The Customer is responsible for activities attributable to it, without releasing SimpL from its own obligations.

Adding users or accounts does not automatically change price, budget, markets or channels. Arrangements using accounts provided by SimpL require express agreement on the meeting price and verification of authorisations; they do not imply an account subscription fee.

SimpL operates within the agreed scope. Authority for messages and routine improvements is defined in the mandate and is not unlimited. Material changes to the target, offering, promises, channels or spending require a documented agreement.

For the model described here, LinkedIn is the initial channel; email may be used to continue a conversation or coordinate a meeting where permitted. Standalone email campaigns or other channels are not included automatically and require specific agreement and review.

Communications must correctly identify who is acting and on whose behalf. Invented experience, references, certifications or promises and misleading statements about the interlocutor's identity are prohibited. Information about interaction with AI systems is provided when and as required by applicable law.

The Customer must be entitled to authorise each account's use; a company representative's signature does not replace the account holder's permission for a personal account. The contract does not override third-party platform terms. Passwords and session cookies must not be sent by email, chat or forms: connections must use authorised, secure methods. Activities lacking the necessary requirements must not be started or continued.

A commercial meeting is billable when it is attributable to SimpL's agreed activities, involves an identified prospect meeting the accepted target and qualification criteria who has expressed relevant interest in the offering and agreed to discuss it, has been accepted by the Customer under the agreed procedure, and has actually taken place with both the prospect and the Customer participating.

A name, generic reply, dashboard proposal, calendar invitation or CRM status change is not, by itself, a billable result. Qualification does not imply an approved budget, signing authority or imminent purchase unless expressly agreed as an additional requirement.

The Customer may accept or decline proposed opportunities. A declined opportunity is not billable. Any validation procedure in the absence of a reply, including deadlines and reminders, must be expressly agreed; publishing these terms does not introduce it or prove that a meeting took place.

If either the prospect or the Customer does not attend, or the meeting is cancelled or does not take place, no fee accrues. Rescheduling the same meeting does not create a second charge: the result may be billed once, when it actually takes place and satisfies the requirements. Multiple participants or sender accounts do not multiply the fee for the same meeting.

Meetings outside the agreed criteria, duplicates of the same result, contacts within agreed exclusions and meetings obtained through unauthorised promises are excluded. For pre-existing opportunities or multiple sources, SimpL's actual contribution must be established; a contact's presence in the database is insufficient. An unsuccessful subsequent negotiation does not, by itself, invalidate a meeting that met the requirements.

Engagements expressly adopting this model carry no setup costs, subscription fees, account fees or minimum purchases. Payment is due only for billable meetings described in section 6. Software availability alone, messages, names and invalid meetings are not charged.

The meeting price, any differences between agreed arrangements and tax treatment are specified in the accepted order. Website price ranges and commercial examples do not replace the agreed price. Additional services require a separate express order.

Any agreed spending or volume limits must be respected: additional spending cannot be undertaken without the Customer's prior authorisation. Changes to price, budget or the purchased result require express agreement and do not apply retroactively to already accepted meetings. Adding accounts does not automatically create an additional cost.

Valid meetings are invoiced at month-end. Due dates, payment methods and any charging procedure are defined in the order. The statement must identify the meetings, applicable prices, amounts under review and adjustments. An invoice is not evidence of successful payment.

Automatic charges for variable amounts require a separate, documented authorisation describing their calculation, frequency, notifications and revocation. Merely saving a card or using the platform does not replace that authorisation. Complete card details are entered in the payment provider's secure interface, not sent to SimpL by email or chat.

A failed payment or additional bank authentication does not create a new service or a second fee. Revoking a payment method prevents further charges on that method without cancelling already accrued, documented amounts. No unagreed penalties or late-payment charges are introduced, without prejudice to consequences provided by applicable law.

SimpL makes relevant evidence available to the Customer to verify identity, qualification, origin, acceptance and occurrence of the meeting, without normally requiring full audio or video recordings. The Customer cooperates by reporting absences, errors or discrepancies to the contract contacts.

If requirements or occurrence are insufficiently documented, the item remains under review and is not charged automatically. An AI decision or the absence of a dispute alone is not conclusive evidence. Disputes are handled under the procedure agreed in the order, with a reasoned review and respect for statutory rights. If payment has already been initiated or completed, a dispute does not technically reverse it, but the amount due can still be established and necessary adjustments made.

Amounts established as undue are corrected and, if already paid, refunded under applicable law. Any credit against future services requires the Customer's consent. Ending the service does not require buying further meetings to recover an undue amount. Any operating windows for reports or statements are defined in the order and do not remove statutory remedies or mandatory rights.

The software may be used for lawful professional purposes within the agreed scope. Malware, unauthorised access, system interference, bypassing security controls, unlawful data use and communications contrary to applicable rules are prohibited.

Reselling or redistributing the database or software without written permission, and bulk automated extraction outside agreed features, are prohibited. Use of results from the Customer's own engagement and agreed exports remain permitted, subject to data subjects' and third parties' rights. Intellectual property restrictions apply within the limits permitted by law.

Privacy roles depend on actual activities. For campaigns performed on data processed under the Customer's documented instructions, the Customer is controller and SimpL is processor insofar as these roles reflect the processing. Before those activities, an Article 28 GDPR agreement must be concluded, covering subject matter, duration, data and data subject categories, instructions, security measures, subprocessors, transfers, assistance and return or deletion.

SimpL is an independent controller for its administrative, tax and contractual obligations. Collecting an independent database or processing for other purposes of its own requires a separate assessment and notice; it is not automatically covered by appointment as processor. The privacy notice is available at /legal/privacy and does not itself authorise further use of Customer data.

B2B status, public availability of data or inclusion in a commercial database does not, by itself, authorise promotional messages. The legal basis, information requirements and rules for each country and channel must be assessed. Legitimate interest under the GDPR does not replace consent where required by electronic communications rules.

Objections, revocations and exclusions must also be respected for queued activities. Confidential Customer data may not be reused for other customers or general model training without a distinct lawful basis and appropriate agreement. Security, incidents, retention, subprocessors and transfers are governed according to actual activities and the law; these terms do not certify unverified technical controls.

SimpL and its licensors retain their rights in the software, general methods and trademarks. The Customer receives a non-exclusive, non-transferable right, subject to authorisation or mandatory rights, to use agreed features for its business under the contract; the engagement does not transfer ownership of the software.

The Customer retains rights in its data, brands and materials and permits SimpL to process and use them only to perform the engagement. It may use campaign-specific results and materials to continue business relationships, subject to data subjects' and third parties' rights. SimpL does not receive a right to resell confidential conversations or Customer opportunities.

Each party protects the other's confidential information and uses it only to perform the contract. Access is limited to authorised persons and providers who need it and are bound by confidentiality.

This obligation excludes information already lawfully public, already lawfully known or required to be disclosed by law, to the necessary extent. Ending the engagement does not authorise reuse of confidential information for new campaigns or a party's own purposes.

External data may be incomplete or outdated; AI analysis and predictions are probabilistic and may contain errors. The parties verify information relevant to their respective activities, and SimpL cannot use a probabilistic output alone, without adequate corroborating evidence, as proof of a billing requirement.

Sales outcomes and uninterrupted software availability are not guaranteed. These limitations do not release SimpL from professional diligence, legally required security, compliance with the mandate, meeting verification or liability for attributable breaches. They do not constitute a waiver of the Customer's statutory remedies.

Each party is responsible for breaches and damages attributable to it under applicable law. The Customer is responsible for the accuracy and lawfulness of its materials and instructions; this does not transfer SimpL's own responsibilities to the Customer, including those concerning personnel and providers used.

Subject to variations in the order, where validly agreed and specifically approved when required, the aggregate SimpL liability cap already provided in previous terms is the greater of amounts paid by the Customer in the six months preceding the incident and EUR 1,000. Subject to the same validity requirements, indirect or consequential damages are excluded to the extent permitted by law. These limitations do not apply to wilful misconduct, gross negligence, breach of public policy obligations or other liability that cannot legally be limited, and do not prejudice data subjects' mandatory rights.

Not billing, correcting or refunding an invalid meeting are not exclusive remedies. The absence of a sales guarantee does not excuse activity outside the mandate, undue charges or attributable violations. The Customer indemnifies SimpL against third-party claims and related reasonable costs to the extent caused by contractual or legal breaches, unlawful use of the service or infringement of rights through Customer materials that are attributable to the Customer. The indemnity does not cover conduct attributable to SimpL or prejudice mandatory rights.

SimpL is not responsible for delays or failures caused by force majeure events outside its reasonable control, within the limits of the law. Force majeure does not make a meeting that did not take place or is invalid billable.

Duration, termination arrangements and handling of already accepted meetings are defined in the order. The performance-based model does not introduce a paid minimum term, subscription renewals or exit penalties. The Customer may request a pause of new activities through contractual channels; operating arrangements must be agreed without assuming unprovided features or response times.

Affected activities must stop upon revoked access, objections, security issues, channel prohibitions or absence of legal requirements. SimpL may suspend affected activities for contractual breaches or non-payment of due amounts, within the law and validly approved clauses, explaining the cause and remedy where possible.

No new commitments are made for the Customer after termination. Already accepted meetings may remain billable only under the applicable agreement, if actually held and compliant with section 6; an old conversation alone does not attribute new results to SimpL. Operating access is revoked and data returned, exported or deleted under the data processing agreement, legal obligations and any applicable provider-switching requirements. Temporary access for verification requires separate authorisation.

Publishing this version does not automatically replace previously accepted subscriptions, prices, guarantees or other agreements. Moving to the performance-based model requires express agreement also covering prepaid amounts and ongoing meetings. Any separately agreed subscription offers are governed by their own documents, not section 7.

Material changes are notified at least 15 days in advance, except urgent interventions required by law or security. Price, the purchased result, mandate and liability do not change merely through continued software use: express agreement is required where necessary, without retroactive effects.

Acceptance must identify the authorised person and preserve complete document versions, attachments, date and evidence of any specific approvals. A link to an editable page does not replace a copy of accepted documents. A general signature does not replace separate approval of clauses requiring it under Articles 1341 and 1342 of the Italian Civil Code.

The contract is governed by Italian law, subject to mandatory applicable rules, including for activities or customers in other countries. The parties seek a documented resolution through contract contacts, without restricting urgent relief or statutory deadlines.

Subject to variations in the order, the exclusive Varese forum already provided in previous terms applies only where validly agreed and specifically approved when required. Otherwise, ordinary jurisdiction rules apply. Invalidity of a clause does not remove other validly applicable provisions. Failure to exercise a right does not constitute a waiver. Assignment of the contract by the Customer requires SimpL's written consent, subject to mandatory rights.