Terms and Conditions

1. Introduction


“SIMPLIO” LOCATED IN KEIZERSGRACHT 482 1017EG AMSTERDAM NETHERLANDS, IS WILLING TO GRANT ACCESS TO THE APPLICATION TO YOU AS THE COMPANY OR THE LEGAL ENTITY THAT WILL BE UTILIZING THE APPLICATION (REFERENCED BELOW AS “MERCHANT”) ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT (AS DEFINED BELOW). BY ENTERING INTO THIS AGREEMENT AS A MERCHANT, YOU REPRESENT THAT WE HAVE THE LEGAL AUTHORITY TO BIND YOU THE MERCHANT TO THIS AGREEMENT. MERCHANT AND SIMPLIO MAY EACH ALSO BE REFERRED TO AS A “PARTY” AND TOGETHER, THE “PARTIES”.

When this Terms and Conditions mentions Simplio or Simple Invoice or Simple Promotions and Upsells or Simple Order Printer or https://www.simplio.app or https://www.simpleinvoice.info, it refers to “we”, “us”, or “our”, and we will be acting as a Data Processor.

2. Access and Use


Subject to payment of all applicable fees set forth in the Order or payment for subscription in accordance with our Authorized Payment provider (as appropriate) and the terms and conditions of this Agreement, Simplio grants Merchant, during the Subscription Term, a non-exclusive, non-transferable right to access and use the Application and applicable Documentation solely for Merchant’s and its Affiliates’ internal business purposes in accordance with this agreement and in the quantity specified in the applicable Order. Simplio may update the Application from time to time in its sole discretion but shall not remove a primary function of the Application without providing prior notice to Merchant.

3. Description of Service

The Simplio application is an online invoicing application basically for Shopify store Merchants and businesses. When a Merchant installs the Simplio app via the Shopify App Store, the app enables merchants to create invoices and other documents in PDF formats. The Simplio Application connects to the Merchant store through the Shopify API

4. Access and Use Restrictions

Merchant shall not (directly or indirectly):

  • copy or reproduce the Application content, texts, and wording of this agreement except as permitted under this Agreement;
  • remove or destroy any copyright, trademark, or other proprietary marking or legends placed on or contained in the Application, terms, or Simplio Intellectual Property;
  • assign, sell, resell, sublicense, rent, lease, time-share, distribute or otherwise transfer the rights granted to Merchant under this Agreement to any third party except as expressly set forth herein;
  • modify, reverse engineer or disassemble the Application;
  • except to the limited extent applicable laws specifically prohibit such restriction, decompile, attempt to derive the source code or underlying ideas or algorithms of any part of the Application, attempt to recreate the Application or use the Application for any competitive or benchmark purposes;
  • create, translate or otherwise prepare derivative works based upon the Application, terms or Simplio Intellectual Property;
  • interfere with or disrupt the integrity or performance of the Application;
  • attempt to gain unauthorized access to the Application or its related systems or networks, or perform unauthorized actions on the Application;
  • use the Application in a manner that infringes on the Intellectual Property rights, publicity rights, or privacy rights of any third party, or to store or transfer defamatory, trade libelous or otherwise unlawful data; or

If Merchant uses the Application in a manner that is outside or in violation of this agreement, then Merchant will cooperate with Simplio to address any applicable burden on the Application or pay an additional mutually agreed upon fee.

5. The Simplio Application

Simplio will make available the Application to the Merchant by setting up an account for the Merchant and providing the Merchant access details for that account as soon as practicable following the installation date. Subject to the limitations and the prohibitions described herein, Simplio hereby grants to the Merchant a non-exclusive license to use the Application for the Permitted Purpose via any standard web browser or mobile device in accordance with the agreement during the Term.

6. Login Access

Merchant is solely responsible for ensuring: (i) that no third party is allowed to have access to the Application, (ii) that he/she must have the requisite knowledge to use the Application, and (iii) proper usage of passwords, and access procedures with respect to logging into the Application. Simplio reserves the right to refuse registration of, or to cancel, login IDs that it reasonably believes to violate the terms and conditions set forth in this Agreement, in which case Simplio will promptly inform Merchant in writing of such refusal or cancellation. In addition to the rights set forth in this Agreement, Simplio may suspend Merchant's access and use of the Application if there is an unusual and material spike or increase in Merchant’s use of the Application and Simplio reasonably suspects or knows that such traffic or use is fraudulent or materially and negatively impacting the operating capability of the Application. Simplio will provide notice prior to such suspension if permitted by applicable law or unless Simplio reasonably believes that providing such notice poses a risk to the security of the Application. Simplio will promptly reinstate Merchant’s access and use once the issue has been resolved.

7. Subscription Contract

Simplio offers a subscription contract based on the merchant requirements, in a particular Merchant Account. Indeed, the monthly cost of the application is established monthly number. In simple terms; Simplio allows the Merchant account administrator to use it for a whole month. Failure to pay the applicable extra fees, Simplio reserve the right to suspend the subscription and account.

8. Merchant Support

For support that applies to our app or to your subscription, please send a message to helpdesk@simplio.app

9. Merchant Obligations

The license granted by Simplio to the Merchant is subject to the following limitations:

  • the Application may only be used by the merchant identified in the Statement of Services, providing that the Merchant may change, his subscription to accommodate his new demands in accordance with the procedure set out therein;

Except to the extent mandated by applicable law or expressly permitted in the Agreement, the license granted by us to the Merchant under this Clause is subject to the following prohibitions:

  • the Merchant must not sub-license its right to access and use the application to a third-party;
  • the Merchant must not frame or otherwise re-publish or re-distribute the Application;
  • the Merchant must not alter or adapt or edit the Application save as expressly permitted by this terms.
  • For the avoidance of doubt, the Merchant has no right to access the object code or source code of the Application, either during or after the Term
  • All Intellectual Property Rights in the Application shall, be the exclusive property of Simplio.
  • The Merchant shall use all reasonable endeavors to ensure that no unauthorized person will or could access the Application using the Merchant's account.
  • The Merchant must not use the Application in any way that causes, or may cause, damage to the Application or impairment of the availability or accessibility of the Application, or any of the areas of, or services on, the Application.
  • The Merchant must not use the Application in any way that is unlawful, illegal, fraudulent, or harmful;
  • In connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.

10. Merchant Obligations

During the Term Simplio will provide the Support Services to the Merchant, and may apply Upgrades to the Application, but with a notice of upgrades sent to the Merchant. However, Simplio reserve the right to sub-contract the provision of any of the Support Services without obtaining the consent of the Merchant.

11. Merchant Materials

The Merchant grants to Simplio during the Term a non-exclusive license to store, copy, and otherwise use the Merchant Materials on the Application for the purposes of operating the Application, providing the Services, fulfilling its other obligations under the Agreement, and exercising its rights under the Agreement. Subject to terms described herein, all Intellectual Property Rights in the Merchant Materials will remain, as between the parties, the property of the Merchant. The Merchant warrants and represents to Simplio that the Merchant Materials, and their use by Simplio in accordance with the terms of the Agreement, will not:

  • breach any laws, statutes, regulations, or legally-binding codes;
  • infringe any person's Intellectual Property Rights or other legal rights; or
  • give rise to any cause of action against Simplio or the Merchant or any third party,

Where Simplio reasonably suspects that there has been a breach by the Merchant of the provisions of this section, Simplio may:

  • delete or amend the relevant Merchant Materials; and/or
  • suspend any or all of the Services and/or the Merchant’s access to the Application while it investigates the matter.
  • any breach by the Merchant will be deemed to be a material breach of the Agreement.

Simplio shall ensure that the Merchant Materials stored and processed by the Application are stored separately from, and are not co-mingled with, the materials of other Merchants of Simplio.

12.Indemnity

The Merchant will indemnify and will keep indemnified Simplio against all liabilities, damages, losses, costs, and expenses (including legal expenses and amounts paid upon legal advice in settlement of any disputes) suffered or incurred by Simplio and arising as a result of any breach by the Merchant.

13. Data protection

The Merchant warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to Simplio under or in connection with the Agreement.

Simplio warrants that;

  • it will act only on instructions from the Merchant in relation to the processing of any Personal Data performed by Simplio on behalf of the Merchant; and
  • it has in place appropriate security measures (both technical and organizational) against unlawful or unauthorized processing of Personal Data and against loss or corruption of Personal Data processed by Simplio on behalf of the Merchant.

14. Data Protection Laws

The Merchant agrees to comply with their respective obligations under the Applicable Data Protection Laws. In particular, if Merchant is established in the European Economic Area (“EEA”), in the United Kingdom (“UK”), or in California, or will, in connection with the Application, provide Simplio with personal data relating to an individual located within the EEA, the UK or California, the Parties shall comply with our Data Processing Addendum which in such case is hereby incorporated into this Agreement.

15. Confidentiality

Simplio will:

  • Keep confidential and do not disclose the Merchant Confidential Information to any person save as expressly permitted by this Clause;
  • Protect the Merchant Confidential Information against unauthorized disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care; and

Merchant Confidential Information may be disclosed by Simplio to its officers, employees, agents, insurers and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Merchant Confidential Information disclosed.

The obligations set out in this Clause shall not apply to:

  • Merchant Confidential Information that is publicly known (other than through a breach of an obligation of confidence);
  • Merchant Confidential Information that is in possession of Simplio prior to disclosure by the Merchant;
  • Merchant Confidential Information that is received by Simplio from an independent third party who has a right to disclose the relevant Confidential Information; or
  • Merchant Confidential Information that is required to be disclosed by law, or by a governmental authority, stock exchange, or regulatory body, provided that Simplio must where permitted by law give to the Merchant prompt written notice of the disclosure requirement.

16. Security of Merchant Data

Simplio shall: (i) ensure that it has in place appropriate administrative, physical, and technical measures designed to protect the security and confidentiality of Merchant Data against any accidental or illicit destruction, alteration or unauthorized access or disclosure to third parties; (ii) have measures in place designed to protect the security and confidentiality of Merchant Data; and (iii) access and use the Merchant Data solely to perform its obligations in accordance with the terms of this Agreement, and as otherwise expressly permitted in this Agreement. Simplio shall not materially diminish its security controls with respect to Merchant Data during a particular Application term. The obligations set forth in this Section are in addition to any confidentiality, privacy, security, or other requirements contained in these terms or DPA, as applicable.

17. Term

This Agreement will be effective upon Merchant’s first access of the Application and shall remain in force during the applicable Subscription Term of the Application or throughout Merchant’s continued use of the Application, as applicable.

18. Termination

Either Party may terminate this Agreement immediately upon notice to the other Party if the other Party: (i) materially breaches this Agreement and fails to remedy such breach within thirty (30) days after receiving written notice of the breach from the other Party, or (ii) commences bankruptcy or dissolution proceedings, has a receiver appointed for a substantial part of its assets or ceases to operate in the ordinary course of business. In addition, a Party may terminate this Agreement, or Order, in whole or in part, or cease provision of the Application if required to comply with applicable law or regulation, and such termination will not constitute a breach of this Agreement by the terminating Party. Simplio reserves the right to suspend the Merchant’s access to the Application upon an uncured material breach of this Agreement. Simplio will promptly reinstate the Merchant’s access and use of the Application/provision of the Professional Services once the issue has been resolved. Upon termination or expiration of the Agreement or an Order, (x) any accrued rights and obligations will survive; (y) all outstanding fees and other charges under the Agreement or Order (as applicable) will become immediately due and payable.

19. Notices

Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered personally, sent by recorded signed-for post, or sent by email, for the attention of the relevant person, and to the relevant address or email address given below (or as notified by one party to the other in accordance with this Clause).

20. Dispute Procedure

If you have any concerns or disputes against Simplio regarding the provision of the Application and services, you agree to a dialogue; however, if a dialogue can not be reached, any commercial litige shall be handled by the tribunal competent of commerce.

21. Governing Law

This terms (Agreement) will be governed by and construed in accordance with the laws of The Supreme Court; will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.

22. Support Services and Upgrades

To send us your questions, comments, or complaints or receive communications from us kindly email us; helpdesk@simplio.app

Last update: November, 2024