Terms of Sale

These Terms of Sale govern the contractual relationship between OneBonsai and any individual or legal entity (the "Customer") purchasing or subscribing to access to the Simplify platform (the "Platform").

Simplify is a cloud-based software platform designed to enable organizations to manage financial operations, operational dashboards, reporting processes, and compliance documentation within a centralized digital environment.

By subscribing to or otherwise accessing the Platform, the Customer acknowledges having read, understood, and accepted these Terms of Sale in their entirety.

These Terms apply to all subscriptions and use of the Platform unless expressly agreed otherwise in a written agreement signed by both parties.

Simplify is provided as a Software-as-a-Service (SaaS) solution accessible via the internet.

The purchase of a subscription grants the Customer a limited, non-exclusive, non-transferable, and revocable license to access and use the Platform during the applicable subscription period and in accordance with these Terms.

No ownership rights in the software or underlying technology are transferred to the Customer. All rights, title, and interest in the Platform remain the exclusive property of OneBonsai and its licensors.

The Platform may be updated, modified, or improved from time to time in order to enhance functionality, security, or performance.

Access to the Platform is offered through different subscription plans.

Each plan includes a defined set of functionalities, operational capacities, and permitted user access levels. The features available to the Customer depend on the subscription plan selected at the time of purchase.

The Platform may include functionalities such as:

• financial and operational dashboards
• financial management and reporting tools
• compliance documentation management
• data analytics and reporting capabilities
• integrations with external systems, including banking providers
• operational automation and real-time monitoring tools

OneBonsai reserves the right to modify or enhance the Platform and its features at any time, provided that such changes do not materially reduce the core functionality of the subscribed service.

Subscriptions to the Platform may be purchased through the Platform's website, through direct commercial agreements, or through authorized representatives.

An order shall be considered confirmed once:

• the Customer has selected a subscription plan; and
• payment has been completed or accepted payment arrangements have been established.

OneBonsai reserves the right to refuse, suspend, or cancel any order in cases of suspected fraud, misuse, violation of applicable laws, or breach of these Terms.

The pricing applicable to the Platform shall be determined by the subscription plan selected by the Customer.

Subscriptions may be billed on either:

• a monthly basis; or
• an annual basis.

Annual subscriptions may benefit from preferential pricing compared to monthly subscriptions.

Unless otherwise indicated, all prices are exclusive of applicable taxes, duties, or regulatory charges, which shall be borne by the Customer.

OneBonsai reserves the right to update subscription pricing from time to time. Any such change shall take effect upon renewal of the subscription period.

Subscription fees are payable in advance for the applicable billing period.

Payments may be made via electronic payment systems, bank transfer, credit card, or other payment methods supported by the Platform.

Failure to complete payment within the required timeframe may result in:

• temporary suspension of access to the Platform;
• restriction of certain features or services;
• termination of the subscription after reasonable notice.

The Customer shall remain responsible for all fees incurred under its account.

Unless otherwise expressly agreed in writing between the Parties, all subscriptions to the Simplify platform shall automatically renew upon expiration of the applicable subscription term for successive periods equal in duration to the initial subscription period (monthly or annually, as applicable).

Automatic renewal shall occur without further action required from the Customer, and the applicable subscription fees shall be charged using the payment method associated with the Customer's account or invoiced in accordance with the agreed payment terms.

The Customer may prevent automatic renewal by cancelling the subscription prior to the expiration of the current billing period. Cancellation may be effected through the Customer's account interface or by providing written notice to OneBonsai within a reasonable period before the renewal date.

Any cancellation shall take effect at the end of the then-current subscription term, and the Customer shall retain access to the Platform until the expiration of that term.

Unless otherwise required by applicable law, subscription fees paid for a billing period are non-refundable once the renewal has taken effect.

OneBonsai may offer a limited trial period allowing prospective customers to evaluate the Platform prior to subscribing.

Trial access provides temporary use of selected Platform features without payment.

At the end of the trial period, continued use of the Platform requires activation of a paid subscription.

OneBonsai reserves the right to modify, limit, or terminate any trial offering at its discretion.

The Customer agrees to:

• provide accurate registration and account information;
• maintain the confidentiality of account credentials;
• ensure that authorized users comply with these Terms;
• use the Platform only for lawful and legitimate business purposes.

The Customer remains responsible for all activities carried out under its account and for ensuring that its use of the Platform complies with applicable laws and regulations.

All data uploaded, entered, or generated by the Customer within the Platform remains the property of the Customer.

OneBonsai may process, store, and use such data solely for the purpose of providing, maintaining, securing, and improving the Platform.

Reasonable technical and organizational measures shall be implemented to safeguard the security and integrity of Customer data.

The Customer remains responsible for ensuring that any data uploaded to the Platform complies with applicable laws and regulations.

The Platform may integrate with third-party services such as banking providers, accounting systems, or external software tools in order to provide real-time data synchronization and operational connectivity.

The availability and functionality of such integrations depend on external service providers.

OneBonsai shall not be liable for disruptions, delays, or limitations resulting from third-party services or systems.

OneBonsai aims to maintain reliable access to the Platform and to ensure high levels of service availability.

However, uninterrupted access cannot be guaranteed. Temporary interruptions may occur due to maintenance operations, security updates, infrastructure upgrades, or circumstances beyond reasonable control.

Where possible, scheduled maintenance operations shall be communicated in advance.

Access to the Platform is limited to the number of users and operational scope defined within the selected subscription plan.

The Customer shall not:

• exceed the permitted number of users without upgrading the subscription;
• share login credentials between multiple individuals;
• use the Platform in a manner that disrupts or compromises system performance or security.

OneBonsai reserves the right to monitor usage levels to ensure compliance with subscription limits.

All intellectual property rights relating to the Platform, including but not limited to software code, algorithms, user interface design, documentation, and branding, remain the exclusive property of OneBonsai.

The Customer may not reproduce, distribute, reverse engineer, or attempt to extract the underlying source code of the Platform without prior written authorization.

The Platform is provided on an "as available" and "as is" basis.

To the fullest extent permitted by law, OneBonsai shall not be liable for any indirect, incidental, or consequential damages, including loss of revenue, loss of business opportunities, or loss of data resulting from the use or inability to use the Platform.

In all circumstances, the total liability of OneBonsai shall not exceed the total subscription fees paid by the Customer during the twelve (12) months preceding the claim.

Subscriptions remain valid for the duration of the selected billing period.

Either party may terminate the subscription at the end of the applicable billing cycle.

OneBonsai may suspend or terminate access to the Platform in the event of:

• breach of these Terms;
• misuse of the Platform;
• failure to pay applicable subscription fees.

Upon termination of the subscription, the Customer may request the export of its data within a reasonable period following termination.

After this period, OneBonsai reserves the right to permanently delete Customer data in accordance with its internal data retention policies.

OneBonsai reserves the right to modify these Terms of Sale at any time.

Customers shall be notified of material changes through the Platform or other appropriate communication channels.

Continued use of the Platform following such notification shall constitute acceptance of the revised Terms.

These Terms of Sale shall be governed by and interpreted in accordance with the laws of Belgium.

Any disputes arising from the interpretation or execution of these Terms shall fall under the jurisdiction of the competent courts of Belgium.

The Customer agrees not to use the Platform in any manner that:

• violates applicable laws or regulations
• infringes the rights of third parties
• attempts to gain unauthorized access to the Platform, its infrastructure, or other user accounts
• interferes with or disrupts the integrity, security, or performance of the Platform
• introduces malicious software, including viruses, malware, or harmful code.

OneBonsai reserves the right to suspend or restrict access to the Platform if it reasonably believes that the Customer's use of the Platform poses a security risk, violates these Terms, or may cause harm to other users or to the Platform infrastructure.

Each Party agrees to treat as confidential any non-public, proprietary, or sensitive information disclosed in connection with the use of the Platform.

Such confidential information may include, but is not limited to:

• business strategies
• technical information
• financial information
• product roadmaps
• operational data.

Neither Party shall disclose such confidential information to third parties without prior written consent, except where disclosure is required by law or regulatory authority.

This confidentiality obligation shall remain in force for a period of five (5) years following termination of the contractual relationship.

Neither Party shall be held liable for failure or delay in performing its obligations under these Terms if such failure results from circumstances beyond its reasonable control.

Such circumstances may include, but are not limited to:

• natural disasters
• acts of government or regulatory authorities
• cyberattacks or major infrastructure failures
• widespread internet outages
• labor disputes
• war or civil unrest.

In the event of a force majeure situation, the affected Party shall inform the other Party as soon as reasonably possible and shall make reasonable efforts to resume performance of its obligations as soon as the circumstances permit.