These Terms of Service (“Agreement”) form a legally binding contract between Simplexi (“Simplexi,” “we,” “us,” or “our”) and any individual or organization (“Customer,” “you,” or “your”) that accesses or uses Simplexi’s software, tools, platforms, or services (collectively, the “Services”).

By accessing or using the Services, you agree to comply with this Agreement. If you are entering into this Agreement on behalf of a business or organization, you confirm that you have the authority to bind that entity to these terms. If you do not agree with these terms, do not use the Services.

1. Definitions

• Authorised Devices: Devices such as desktops, laptops, or mobile phones that are compatible with the Services. Using unauthorised devices may result in restricted access.

• Content: Any material, including text, images, designs, code, graphics, media, or other data, that you or your Users create, upload, or import into the Services.

• Services: Simplexi’s proprietary web-based software, hosted platforms, tools, APIs (including messaging APIs), integrations, and any related functionalities provided by Simplexi.

• User: An individual authorized by you to access and use the Services on your behalf. Automated accounts, bots, or scripts are strictly prohibited, as they can compromise the integrity of the platform.

2. License and Acceptable Use

2.1 License Grant

Simplexi grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business purposes or commercial activities in accordance with this Agreement. This license does not give you ownership of any part of the Services.

2.2 Access and Security

You are responsible for maintaining secure access to the Services, including:

• All activity that occurs under your account(s)

• Keeping your login credentials private and secure

• Ensuring that your Users comply with these Terms

You acknowledge that unauthorised access or data breaches resulting from your failure to secure credentials are your responsibility, not Simplexi’s.

2.3 Prohibited Uses

You agree not to:

• Reverse engineer, decompile, or attempt to discover the underlying code or architecture of the Services

• Use the Services for unlawful, harmful, abusive, discriminatory, or offensive purposes

• Upload, transmit, or distribute viruses, malware, or other malicious code

• Interfere with or disrupt the integrity, security, or performance of the Services

• Scrape, crawl, or copy the Services using automated tools without express permission

• Collect, store, or process sensitive personal data (e.g., health data, government IDs, financial information) unless explicitly authorized

These restrictions protect both Simplexi and its users, ensuring fair and safe use of the platform.

3. Ownership and Intellectual Property

3.1 Simplexi Intellectual Property

All intellectual property rights in the Services—including software, platform design, visual elements, trademarks, and documentation—remain with Simplexi. You are granted a license to use the Services, not ownership.

3.2 Customer Content

You retain ownership of your Content. By using the Services, you provide Simplexi a limited license to:

• Host, store, process, and display your Content

• Share it internally for purposes of providing the Services

This license is solely for enabling functionality and does not transfer ownership.

3.3 Feedback

Any suggestions, comments, or feedback you provide regarding the Services may be used by Simplexi freely, without compensation or obligation. This helps improve our platform over time.

4. End User Responsibilities and Data Protection

Your customers or website visitors (“End Users”) interact directly with you. Simplexi does not have a direct contractual relationship with End Users.

4.1 Privacy Compliance

You are solely responsible for:

• Publishing a legally compliant Privacy Policy

• Informing End Users about any data collection, including cookies, analytics, forms, or integrations

• Obtaining all necessary consents from End Users

This ensures that your users’ rights are respected and regulatory requirements are met.

4.2 Data Controller Role

You act as the Data Controller for any End User data collected through the Services, and Simplexi acts as a Data Processor, handling data only as needed to provide the Services.

4.3 Security Incidents

In the event of a data breach involving End User data collected via the Services, you must:

1. Notify Simplexi within 72 hours

2. Take immediate action to investigate, mitigate, and remediate the incident

This helps protect End Users and ensures compliance with applicable laws.

5. Fees and Billing

5.1 Subscription Fees

Services are offered on a subscription basis (monthly or annual). Payments are processed through Simplexi’s Merchant of Record, Paddle. By subscribing, you authorise recurring charges until you cancel. You are responsible for ensuring your payment method is valid and up to date.

5.2 Fair Use Policy

Simplexi provides reasonable bandwidth, storage, and infrastructure resources. Excessive usage that affects platform performance may result in usage limits, required plan upgrades, or temporary suspension. This ensures all users can reliably access the Services.

6. Warranties and Disclaimers

6.1 Customer Warranties

You represent and warrant that:

• You own or have rights to all Content uploaded

• Your use of the Services complies with applicable laws, regulations, and third-party agreements

6.2 Disclaimer

The Services are provided “as is” and “as available.”

Simplexi makes no guarantees regarding uninterrupted service, error-free operation, or suitability for any particular purpose. All warranties, whether express or implied (including merchantability, fitness for purpose, or non-infringement), are disclaimed to the fullest extent permitted by law.

7. Limitation of Liability

To the extent permitted by law:

• Simplexi is not liable for indirect, incidental, special, or consequential damages, including lost revenue, lost data, or reputational harm

• Simplexi’s total liability for claims related to the Services will not exceed the total fees paid by you in the 12 months preceding the claim

This limitation ensures fair risk allocation between you and Simplexi.

8. Meta (Facebook / WhatsApp) Platform Compliance

For Services integrating with Meta Platforms (including WhatsApp Business APIs):

• Data Usage: Any data obtained via Meta APIs is used only to provide the Services and in accordance with Meta Platform Policies.

• Data Deletion: Simplexi supports Meta’s Data Deletion Request Callback, allowing users to delete app-scoped data via Meta settings.

• Restrictions: You may not use Meta data for surveillance, profiling, or any prohibited purposes.

These clauses are designed to meet Meta’s strict platform guidelines.

9. Termination

You may stop using the Services at any time. Simplexi may suspend or terminate access if:

You breach this Agreement

• Your usage poses legal, operational, or security risks

Upon termination, access rights cease immediately. Simplexi is not required to retain your Content beyond what is legally necessary.

10. General Provisions

• This Agreement represents the entire agreement between you and Simplexi.

• If any part of this Agreement is found unenforceable, the remainder remains in effect.

• Governing law is determined by Simplexi’s principal place of business, unless required otherwise by applicable law.