Terms of Service

These Terms of Service (the “Agreement”) are a binding contract between Simplexi HQ Inc., a Delaware corporation at 1111B S Governors Ave STE 90914, Dover, DE 19904, United States (“Simplexi,” “we,” “us,” or “our”) and the individual or entity that accesses or uses the Services (“Customer,” “you,” or “your”).

By creating an Account, clicking “I agree” (or similar), signing an Order Form referencing this Agreement, or using the Services, you accept this Agreement. If you accept on behalf of an organisation, you represent that you have authority to bind that organisation.

This Agreement incorporates our Privacy Policy, the Acceptable Use Policy in Section 5, and any Order Form, Data Processing Addendum (DPA), or Service Level Agreement (SLA) we sign with you. In case of conflict, the order is: (1) signed Order Form or master agreement, (2) DPA, (3) SLA, (4) this Agreement, (5) Privacy Policy.

1. Definitions

• Account — the Customer’s registered access to the Services.
• Authorised User — an individual the Customer authorises to access the Services on its behalf.
• Customer Content — all data, contacts, messages, recordings, transcripts, prompts, knowledge bases, and other content the Customer or Authorised Users upload, generate, transmit, receive, or store through the Services.
• Customer End-User — a person the Customer communicates with through the Services (a caller, message recipient, meeting attendee).
• Order Form — any ordering document signed by the parties (or click-through accepted by the Customer) referencing this Agreement.
• Services — the Simplexi platform and all software, websites, APIs, integrations, channels, AI features, contact centre, CRM, apps, documentation, and related services.
• Subscription Term — the period during which the Customer is entitled to use the Services.
• Sub-processor — a third party engaged by Simplexi to process personal data in connection with the Services.

2. Account and access

You must be at least 18 and legally capable of entering into a binding contract. The Services are for business use, not personal or household use. You must provide accurate Account information and keep it current. Simplexi may verify identity and business at any time, including through KYC checks where required by law or carrier policy.

You are responsible for safeguarding your credentials, enabling MFA where available, and for all activity under your Account. Notify security@simplexi.io of suspected unauthorised access. You may permit Authorised Users subject to this Agreement and are responsible for their acts and omissions. Automated registrations, bots, or scripts to create or operate accounts are prohibited.

3. License and restrictions

License grant

Subject to this Agreement and payment of fees, Simplexi grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Services for your internal business purposes and to communicate with your Customer End-Users.

Simplexi’s intellectual property

Simplexi and its licensors retain all right, title, and interest in the Services, including all software, designs, AI models we develop, trademarks, and documentation. No rights are granted by implication.

Restrictions

You will not, and will not permit anyone to: (a) reverse engineer, decompile, or attempt to derive the source code of the Services (except where applicable law prohibits this restriction); (b) copy, modify, or create derivative works; (c) rent, lease, sublicense, or use the Services for the benefit of an unauthorised third party (other than your End-Users receiving your communications); (d) remove proprietary notices; (e) use the Services to build a competitive product; (f) use any automated means to access the Services except through documented APIs within published rate limits; (g) interfere with the integrity, security, or performance of the Services; or (h) violate Section 5 (Acceptable Use).

Feedback

If you provide feedback about the Services, you grant Simplexi a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use it for any purpose.

4. Customer Content

You retain ownership of Customer Content. You grant Simplexi a worldwide, non-exclusive, royalty-free license during the Subscription Term to host, store, transmit, display, copy, and process Customer Content solely as needed to provide, secure, support, and improve the Services for you, to comply with law, and to enforce this Agreement. We do not use Customer Content for advertising or to train generalised AI/ML models.

You represent and warrant that: (i) you own or have all rights, consents, and permissions to upload and use Customer Content; (ii) you have a lawful basis to process Customer End-User data and have provided required notices and obtained required consents (including for calls, recordings, AI processing, messaging, and profiling); and (iii) Customer Content and your use of the Services do not violate this Agreement, any law, or any third-party right.

For Customer End-User data, you act as data controller and Simplexi as data processor. For Account information, Simplexi is the data controller. Our Privacy Policy and DPA govern these roles in detail.

5. Acceptable Use Policy

Prohibited content and conduct

You will not use the Services to send, store, or facilitate any communication or content that is unlawful, fraudulent, deceptive, defamatory, harassing, threatening, hateful, or invasive of privacy; promotes illegal activity (including illegal lending, illicit pharmaceuticals, weapons or human trafficking, gambling where prohibited); promotes terrorism, violent extremism, or child sexual abuse material; constitutes spam or unsolicited bulk communications without lawful basis; spoofs sender identity or impersonates a person, business, or government agency; facilitates phishing, smishing, vishing, account takeover, or social-engineering attacks; distributes malware or exploits; or constitutes snowshoe messaging, traffic pumping, grey-route or unregistered traffic, or any practice that violates carrier or platform policy.

Prohibited technical uses

No probing, scanning, or vulnerability testing of the Services without prior written authorisation from security@simplexi.io. No circumventing rate limits, access controls, or other technical restrictions. No excessive load that degrades the Services for others (fair use). No reselling the Services without a written reseller agreement with Simplexi.

Required compliance

You must comply with all laws applicable to your communications, including data protection laws (GDPR, UK GDPR, CCPA/CPRA, NDPA, POPIA, Kenya DPA, Ghana DPA, Uganda DPPA), telemarketing and electronic communications laws (TCPA, TSR, CAN-SPAM, PECR, ePrivacy), consumer protection laws, and AML laws. You must also comply with carrier requirements (US A2P 10DLC registration, toll-free verification, regional sender ID rules), the WhatsApp Business Solution Terms and Meta Platform policies, and the Google API Services User Data Policy for Google integrations.

Restricted content categories

Some categories require prior written approval and any required carrier or platform approvals: cannabis, controlled substances, prescription drugs, firearms, fireworks, gambling, payday and high-interest lending, debt collection, sweepstakes, cryptocurrency offerings, and SHAFT content (sex, hate, alcohol, firearms, tobacco) restricted by carriers.

Report suspected violations to abuse@simplexi.io. We may investigate and take action including suspension, content removal, and notification of authorities.

6. Voice, contact centre, and telecoms

Voice calls and SMS are delivered through licensed telecommunications carriers. Quality, latency, and availability depend in part on third-party networks beyond Simplexi’s control. Numbers provisioned through Simplexi remain the property of the underlying carrier or numbering authority; you do not own provisioned numbers. Number portability is supported where carriers permit it. On termination, suspension, or non-payment, numbers may be released per carrier policy.

You are responsible for configuring call-recording notices and obtaining any consents required by law in the jurisdictions where parties to the call are located (two-party-consent regimes apply in several US states and many African and European jurisdictions).

Toll fraud. You are responsible for all charges incurred through your Account, including those resulting from unauthorised access to your credentials, SIP endpoints, or API keys. Simplexi may apply automatic fraud-prevention controls (rate limits, geographic restrictions, spend caps) and may suspend high-cost destinations or unusual traffic without prior notice to limit exposure. You agree to enable available controls (MFA, IP allow-listing, spend caps, high-cost destination blocking) and to monitor your usage.

7. Messaging

You will obtain and maintain records of all consents required to send messages to End-Users and will honour opt-outs promptly (STOP, UNSUBSCRIBE, and local equivalents). You will accurately represent your identity in messages and complete any required registrations (US A2P 10DLC, toll-free verification, alpha sender ID registration in African markets, WhatsApp Business Account verification) before sending.

WhatsApp messages are subject to WhatsApp’s template approval, quality rating, messaging limits, and conversation categorisation. Simplexi has no control over WhatsApp pricing, template approvals, or account decisions. For email, you must comply with CAN-SPAM, CASL, PECR, GDPR, and similar laws, authenticate your sending domain (SPF, DKIM, DMARC), and maintain healthy sender practices.

You are solely responsible for the content of messages and calls you send through the Services. Simplexi acts as a conduit and does not pre-review content.

8. AI agents and AI features

The Services include AI features (summarisation, sentiment, intent detection, suggested replies, voice agents, messaging agents) operated by Simplexi or by third-party AI inference providers under contract.

You configure AI agents (system prompts, knowledge bases, voice persona, permitted actions) and are solely responsible for what your AI agents say and do on your behalf. You will: disclose to End-Users that they are interacting with an AI where required by law (for example, California SB 1001); not configure AI agents to make legally binding commitments without appropriate human oversight; not use AI agents in contexts where applicable law prohibits automated decision-making without human review (such as decisions with legal or significant effects on individuals under GDPR Article 22); and test AI agents before deploying them to live End-User traffic.

Simplexi does not use Customer Content, Customer End-User data, voice recordings, transcripts, Google user data, or Meta Platform data to train generalised or third-party AI/ML models. AI inference providers are contractually prohibited from retaining or training on your data.

AI outputs may be inaccurate, incomplete, or unsuitable for a particular purpose. You will not rely on AI outputs as a substitute for professional advice and will apply appropriate human review. AI features are charged on a pay-per-use basis with spend caps you can set in your Account.

9. Integrations

The Services integrate with third-party platforms (Google, Meta, Microsoft, CRMs, payment processors, telecoms carriers). Your use of any third-party service is governed by that party’s own terms and privacy policy. Simplexi does not control, endorse, or assume responsibility for third-party services and is not liable for their availability, performance, or content. If a third party changes its policies, fees, or interfaces, Simplexi may modify, suspend, or discontinue the affected integration with reasonable notice where practicable. You are responsible for maintaining any third-party accounts and licences required to use an integration.

10. Fees, billing, and taxes

Fees

You agree to pay the fees set out in your Order Form, on our pricing page, or in the Services interface for your selected plan. Fees include subscription charges (per agent/seat), usage-based charges (voice minutes, SMS, WhatsApp conversations, AI usage), and add-ons.

Billing and payment

Subscriptions are billed monthly or annually in advance; usage-based charges are billed in arrears. You authorise Simplexi (and our payment processors) to charge your chosen payment method as fees become due. Payments are processed by PCI-DSS-compliant providers; Simplexi does not store full payment card numbers. Overdue invoices may accrue interest at the lower of 1.5% per month or the maximum permitted by law, and may result in suspension.

Taxes

Fees are exclusive of taxes (VAT, GST, sales tax, withholding tax). You are responsible for all applicable taxes other than taxes on Simplexi’s net income. If withholding tax applies, you will gross up the payment.

Price changes

Simplexi may change fees with at least 30 days’ notice. Subscription fee changes apply at the next renewal; new usage-based services apply immediately. Carrier pass-through fees (e.g., A2P registration, WhatsApp conversation fees) may change with shorter notice when set by the underlying provider.

No refunds

Except as expressly stated or required by law, fees are non-refundable.

11. Free trials, beta, and previews

If Simplexi offers a free trial, you may use the Services free of charge during the trial period; afterwards your Account will expire or convert to a paid plan as described at sign-up. Beta, preview, or early-access features are provided as is, may change or be discontinued at any time, may be unstable, and may not be subject to the same security or SLA commitments as generally available features. You use beta features at your own risk.

12. Service levels and support

Simplexi targets high availability for the Services. Specific uptime commitments, if any, are in the SLA applicable to your plan or Order Form. Simplexi may perform scheduled maintenance with reasonable advance notice and emergency maintenance without notice where necessary. Support is provided through channels and at response times applicable to your plan. Outages of underlying carriers, Meta, Google, or other third-party providers are not Simplexi outages for SLA purposes.

13. Suspension and remediation

Simplexi may suspend the Services or your Account immediately and without prior notice if we reasonably believe you have breached this Agreement, the AUP, or applicable law; your usage poses a security, legal, or operational risk to Simplexi, our other customers, our carriers, our platform partners, or any third party; a carrier, platform (such as Meta or Google), regulator, or court has required suspension; payment is overdue and not cured after notice; or suspension is necessary to prevent fraud, abuse, or imminent harm. We will give notice and an opportunity to cure where practicable. Where suspension results from your breach, you remain liable for fees during suspension and for charges incurred restoring service.

14. Term, termination, and effect

This Agreement begins on the date you accept it and continues for the Subscription Term, automatically renewing for successive periods of equal length unless either party gives notice of non-renewal at least 30 days before the end of the current term (or as set out in the Order Form).

You may cancel at any time through the Services; cancellation takes effect at the end of the then-current billing period and pre-paid fees are not refunded.

Either party may terminate for cause on written notice if the other materially breaches and fails to cure within 30 days (or immediately if the breach is incapable of cure, including breach of Sections 3, 4, 5, 18, 19, or 20). Simplexi may terminate immediately for non-payment after notice.

On termination, your right to access and use the Services ends. You may export Customer Content for up to 30 days after termination (or as set out in your Order Form); after that, Simplexi may delete it as described in the Privacy Policy. Sections that by their nature survive (ownership, accrued fees, warranties, indemnification, limitation of liability, confidentiality, governing law, general) survive termination.

15. Warranties and disclaimers

Each party warrants it has the legal authority to enter into this Agreement. You warrant that you will comply with this Agreement, the AUP, and applicable law, and that you have all rights and consents needed to use the Services and to send the communications you send.

Except as expressly stated, the Services and related materials are provided “as is” and “as available” without warranty of any kind. To the maximum extent permitted by law, Simplexi disclaims all warranties, express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or trade usage. Simplexi does not warrant that the Services will be uninterrupted, error-free, secure, or free of harmful components, or that any data will not be lost, altered, or damaged. AI outputs are provided without warranty of accuracy or fitness.

16. Indemnification

By Customer

You will defend, indemnify, and hold harmless Simplexi, its affiliates, and their officers, directors, employees, agents, and partners from all claims, damages, losses, liabilities, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to: Customer Content, your communications, or your AI agent outputs; your or your Authorised Users’ or End-Users’ use of the Services in violation of this Agreement, the AUP, or applicable law; your failure to obtain required consents or provide required notices; claims that Customer Content infringes any third-party right; or carrier or platform fines resulting from your traffic.

By Simplexi

Simplexi will defend you against any third-party claim alleging that the Services, as provided by Simplexi and used in accordance with this Agreement, infringe a third party’s patent, copyright, trademark, or trade secret, and will pay damages finally awarded against you. This obligation does not apply to claims arising from: Customer Content; modifications not made by Simplexi; combination with anything not provided by Simplexi; use in breach of this Agreement; or beta features. If the Services become subject to an infringement claim, Simplexi may, at its option, procure the right to continue use, modify the Services to be non-infringing, or terminate the affected portion and refund pre-paid unused fees. This is Simplexi’s sole liability and your sole remedy for IP infringement claims.

The indemnified party will promptly notify the indemnifying party of any claim, tender sole control of the defence and settlement (provided no settlement admits liability of the indemnified party without consent, not unreasonably withheld), and reasonably cooperate.

17. Limitation of liability

To the maximum extent permitted by law, in no event will either party be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, business interruption, or cost of substitute services, even if advised of the possibility.

Each party’s total cumulative liability arising out of or relating to this Agreement (whether in contract, tort, or otherwise) will not exceed the total fees you paid to Simplexi for the Services in the 12 months immediately preceding the event giving rise to the liability.

The exclusions and cap do not apply to: your payment obligations; your indemnification obligations under Section 16; your breach of Section 3 (restrictions) or Section 5 (AUP); either party’s breach of confidentiality (Section 19); or liabilities that cannot be excluded under applicable law (death or personal injury caused by negligence, fraud, or fraudulent misrepresentation). The parties acknowledge that these disclaimers, exclusions, and limitations reflect the agreed allocation of risk.

18. Data protection

Simplexi’s processing of personal data is described in the Privacy Policy, which forms part of this Agreement. For Customers processing personal data subject to GDPR, UK GDPR, NDPA, POPIA, CCPA, or similar laws, Simplexi makes a Data Processing Addendum (DPA) available on request from privacy@simplexi.io. Once executed, the DPA forms part of this Agreement. You will notify security@simplexi.io without undue delay (and within 72 hours) if you become aware of a personal data breach involving the Services or your Account.

19. Confidentiality

“Confidential Information” means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential, including the terms of this Agreement, Customer Content, and Simplexi’s non-public technical and business information. The recipient will use Confidential Information only to exercise rights and perform obligations under this Agreement, will protect it with at least reasonable care, and will not disclose it to third parties except to personnel, advisors, and sub-processors who need it and are bound by confidentiality obligations. Confidential Information does not include information that is publicly available without breach, known without confidentiality obligation, independently developed, or rightfully obtained from a third party. The recipient may disclose Confidential Information if required by law, with prompt notice where lawful and reasonable cooperation to seek a protective order.

20. Export, sanctions, and anti-corruption

The Services may be subject to US, UK, EU, and other export-control and sanctions laws. You will not use, export, re-export, or transfer the Services in violation of those laws. You represent that you and your Authorised Users are not located in, organised under the laws of, or ordinarily resident in any country or region subject to comprehensive sanctions, and are not listed on any restricted-party list (such as the US OFAC SDN list, the UK OFSI Consolidated List, or the EU consolidated sanctions list). Each party will comply with applicable anti-corruption and anti-bribery laws, including the US Foreign Corrupt Practices Act and the UK Bribery Act.

If you are a US Government end user, the Services are “commercial computer software” and “commercial computer software documentation” under FAR 12.212 and DFARS 227.7202, licensed with only those rights granted to all other end users under this Agreement.

21. Governing law, dispute resolution, and arbitration

This Agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution. Before filing a claim, contact legal@simplexi.io with a description of the claim and relief sought. The parties will attempt to resolve the dispute in good faith for 60 days.

Binding arbitration. Any dispute arising out of or relating to this Agreement that is not resolved informally will be resolved by final and binding arbitration administered by JAMS (or, for Customers outside the United States, the International Chamber of Commerce) under its then-current rules, by a single arbitrator. The seat is Wilmington, Delaware; proceedings in English. Judgment on the award may be entered in any court of competent jurisdiction.

Class action waiver. You and Simplexi agree that any claim will be brought only in an individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one person’s claims or preside over any form of representative proceeding.

Exceptions. Either party may bring (a) an individual action in small-claims court, or (b) an action for injunctive or other equitable relief to protect intellectual property rights or Confidential Information, in any court of competent jurisdiction.

Opt-out. You may opt out of the arbitration and class-action-waiver provisions by sending written notice to legal@simplexi.io within 30 days of first accepting this Agreement.

22. Changes to the Services and this Agreement

Simplexi may modify the Services from time to time. We will not materially reduce core functionality of a paid plan during a Subscription Term without notice. Simplexi may update this Agreement; we will post the updated Agreement at simplexi.io/terms-of-service with a new “Last updated” date. Material changes will be notified by email or in-product notice at least 30 days before they take effect (shorter if required by law or to address a security or legal issue). Continued use after the effective date constitutes acceptance. If you do not agree, stop using the Services and you may cancel under Section 14.

23. General provisions

• Entire agreement. This Agreement (with the Privacy Policy, AUP, DPA, SLA, and any Order Form) is the entire agreement and supersedes all prior agreements on its subject matter.
• Assignment. You may not assign without Simplexi’s prior written consent, except to a successor in a merger, acquisition, or sale of substantially all assets where the successor assumes all obligations. Simplexi may assign freely. Any prohibited assignment is void.
• Subcontractors. Simplexi may use sub-processors and subcontractors and remains responsible for their performance.
• Independent contractors. The parties are independent contractors; nothing creates a partnership, joint venture, agency, or employment relationship.
• No third-party beneficiaries.
• Notices. To Simplexi: legal@simplexi.io with a copy to Simplexi HQ Inc., 1111B S Governors Ave STE 90914, Dover, DE 19904, United States. To you: the email address on your Account or via in-product notice.
• Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) due to events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, government action, labour disputes, internet outages, carrier failures, denial-of-service attacks, and epidemics.
• Severability. If any provision is held unenforceable, the remaining provisions remain in full force.
• No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.
• Publicity. Simplexi may identify you as a customer (name and logo) in marketing materials, subject to your branding guidelines. You may withdraw this permission by writing to legal@simplexi.io.
• Language. The English version controls. Translations are for convenience only.

24. Contact

• Legal: legal@simplexi.io
• Privacy: privacy@simplexi.io
• Security: security@simplexi.io
• Abuse: abuse@simplexi.io
• General: hello@simplexi.io
• Postal: Simplexi HQ Inc., 1111B S Governors Ave STE 90914, Dover, DE 19904, United States