Terms & Conditions for Sellers

Last updated: September 20, 2021

Welcome to the official Simpler website (hereinafter referred to as the "Website").

These terms are offered by the company under the name of “SIMPLER GROUP LTD”, based in London (both hereinafter referred to as “Simpler”, “we” or “us”) and Seller (hereinafter referred to as "the Seller" or "you"). Sellers domiciled in Greece are contracted with the subsidiary of Simpler under the name "Simpler Single Member P.C", based in Greece. Hence, these Terms & Conditions (Terms) are applicable as between you and the specific Simpler entity designated according to your jurisdiction.​ 

By registering with Simpler, you agree to be bound by these terms and conditions, which are applicable to the whole content, pages, images, photographs, and materials that are included on the website. Furthermore, by using Simpler service, you agree to be bound by these terms and conditions as well as the terms and conditions of any payment contracted payment provider to Simpler, as described in clause 13.

 

These Terms govern your use of the Site and the Simpler Checkout Services.


Therefore, you shall carefully read both the terms and conditions of Simpler and the contracted Payment Provider (as described in clause 13) before making use of Simpler services and if you disagree, you shall refrain from using the services and/or content of this website. 

Simpler maintains the right to amend wholly or partially the terms and conditions at any time and without notice. In this respect, Simpler will upload on the Website the terms and conditions that are applicable at the given time in order to duly inform you. For this reason, you are advised to check periodically the content of the terms and conditions for any amendments. By continuing to use Simpler services, following any amendments, you are considered to have agreed unconditionally to the amended terms.

1. Definitions and Interpretation

1.1 These terms, except to the extent that the context otherwise requires, the following terms shall have the meanings set forth below:

 

“Business Day” means a day (other than a Saturday or Sunday) on which banks are generally open in England for the transaction of normal banking business;

 

“Confidential Information” means the trade secrets, confidential or sensitive information or knowledge and know-how including the confidential financial, trade, customer, product, transaction, system and processing information and data of the relevant Party;

 

“Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a corporation, whether through the ownership of voting securities, by contract, or otherwise and derivative terms thereof (including “Controlling”, “Controlled by” and “under common Control with”) shall also bear such meaning as aforesaid. For the purpose of this definition, the holding of an interest of more than fifty (50) per cent of the equity share capital of the relevant corporation shall be deemed to be “Control” of the corporation;

 

“Event of Force Majeure” means Acts of God, explosions, war or threat of war, terrorism or threat of terrorism, actions of the armed forces or government agencies pursuant to war, terrorism or threats thereof, fire, flood, adverse weather conditions, labour disputes, strikes, lockouts or other industrial actions irrespective of where such events occur, shortage of materials or Service, detention or holding of goods by any customs authorities or any national or international airworthiness authority, riots or civil commotion, sabotage, earthquakes and natural disasters, acts, omissions, restrictions, regulations, prohibitions or measures of any governmental, parliamentary or local authority;

 

“Fees” means the amounts payable by the Seller to Simpler pursuant to the Services, as set out in clause 5;

 

“Group” in respect of any undertaking, means that undertaking, any holding company of such undertaking from time to time and any subsidiary of any of the foregoing from time to time and “member of its Group” shall be construed accordingly;

 

“Intellectual Property Rights” means patents, trademarks, service marks, rights in logos, rights in get-up, trade names, internet domain names, rights in designs, software, copyright (including rights in computer software) and moral rights, database rights, semi-conductor topography rights, utility models, processes, rights in know-how and other intellectual property rights, in each case whether registered or unregistered, and all rights or forms of protection having equivalent or similar effect anywhere in the world and registered includes registrations and applications for registration;

 

“Seller Content” or “Content” means all the texts, graphics, data, articles, photos, images, illustrations, products that the Seller uploads or otherwise makes available through the Services.

“Service” or “Services” means the Checkout Service to be supplied by Simpler to the Seller pursuant to these terms;

"Shopper" or "Shoppers" mean the users that purchase goods or services through Simpler Checkout Services.

1.2 In this these terms, unless the context otherwise requires:

 

(a) words importing the singular include the plural and vice versa, words importing a gender include every gender;

 

(b) references to a person shall be construed as including references to an individual, firm, issuer, corporation, unincorporated body of persons or any state or any agency thereof;

 

(c) any reference to a statutory provision shall include such provision and any regulations made in pursuance thereof as from time to time modified or re-enacted; and

 

(d) headings are for convenience of reference only and shall not affect the interpretation of these terms.

 


2. Initial Term

2.1 The Initial duration of These terms is one (1) year from the date of agreeing to its terms (the “Effective Date”) unless it is terminated or renewed in accordance with the provisions of clause 9.

3. Service

3.1 Simpler agrees to provide Service to the Seller in exchange for Fees and in accordance with the terms and conditions of the terms.

4. Intellectual Property

4.1 The property rights in the Software and other materials and all other intellectual property rights related to the Simpler Service are owned by Simpler and its licensors and are protected by the relevant legal provisions of European and UK intellectual property law. 

4.2. The names given to the Service of Simpler, the logos and distinctive features included in it, constitute either registered trademarks or special distinctive features of the Service offered through it and are protected by the relevant EU and UK legal provisions on trademarks, industrial and intellectual property, and unfair competition.

 

4.3. Access to Simpler’s intellectual property rights through the Service does not imply in any case the transfer or assignment of their license or right to use. Any copying, reproduction, distribution, transfer, downloading or other use of the content of the Service resulting in, inter alia, misleading you, is expressly prohibited, unless explicitly given prior written permission of Simpler.

 

5. Fees, Expenses and Payment

5.1 Seller shall pay "Simpler fees" for the Service as defined in www.simpler.so/pricing. unless set forth differently in a mutually signed Terms, overriding these terms.

Simpler Fees: 


i. "Checkout processing fees": Charged for each sum paid by Shoppers using Simpler checkout ("Checkout processing fees"). The amounts posted on our pricing page represent fees assessed per funding instrument and the characteristics of each transaction as described in "Simpler fees" (so you may incur different fees depending on the Shopper's selected payment method and multiple fees if you use extra services).  Simpler may offer future products and services which have pricing implications.  In such situations, you will be made aware of these changes in writing.


ii. "Chargeback Fees": In certain situations, Simpler may charge a fee for chargebacks (a “Chargeback Fee”) when the Buyer charges back a particular transaction that he or she had already completed and/or when the relevant payment processor levies a related, but separate charge on Simpler. Simpler may charge the Chargeback Fee in its sole discretion, such as to offset all costs associated with the particular charged back purchase. When Buyer charges back a particular transaction to Seller, Seller remains responsible for all associated costs and losses. Simpler may reimburse the Chargeback Fees in its sole discretion. If a different platform is currently providing services comparable to Simpler's services to Seller for a lower price, Simpler may choose to lower its Fees to match that lower rate in its sole discretion. These fees are described in the Simpler "Other fees" page.


iii. “Installation Fees”: In certain cases when Seller requests a custom implementation for integrating with Simpler additional setups fees might incur. Such fees are described in the custom Service Agreement signed by the Seller.

v. "Currency conversion fees": Such fees are charged for Checkout Processed in different currencies than the Seller's base currency. 


vi. "Fraud Management Fees": These fees are charged additionally to "Checkout processing fees" for reducing the number of Fraudulent transactions. This service is enabled upon agreement with the Seller according to the "Other fees" page.

vii. "Failover Transaction Fees" and "Card repairing fees": Simpler is optimised for increasing the success rate of transactions. In the scenario of failed transaction processing, Simpler will route the transaction through different payment processors incurring additional costs upon successful completion of the transaction. These fees are described in the "Other fees" page.

5.2 Unless otherwise specified in clause 5.1, after processing all relevant transactions, Simpler will pay to Seller all applicable Fees. In some instances, it may take Simpler longer to pay Seller the Fees, such as if there are high dispute rates on orders that Seller processes. Simpler reserves the right to change its Fees at any time. If a Seller refunds a payment to Buyer, Simpler may still charge Seller all relevant Fees, as if Buyer’s payment had not been refunded. Seller shall be responsible for the invoicing of the Shopper for the good and/or the services he sells and for all taxes associated with the service (excluding taxes based on Simpler’ s net income). All Fees paid are non-refundable and are not subject to set-off.

6. Seller’s Obligations

6.1 Except as expressly set forth in these Terms, Seller shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iv) use the Service for the benefit of a third party (unless otherwise expressly agreed to by the parties); (v) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof; (vi) use the Service to build an application or product that is competitive with any Simpler product or service; (vii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or (viii) bypass any measures Simpler may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service). 

6.2 Seller is responsible for all of Seller’s activity in connection with the Service, including but not limited to uploading Seller Data (as defined below) onto the Service. 

6.3 Seller (a) shall use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Seller’s use of the Service (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (b) shall not use the Service in a manner that violates any third party intellectual property, contractual or other proprietary rights.

7. Confidentiality

7.1 Each Party will treat as confidential all Confidential Information obtained from the other under these Terms. The Parties agree that they will not without the prior written consent of the other disclose Confidential Information to any person or use the same except for the purposes of complying with their respective obligations pursuant to these Terms.

7.2 Clause 7.1 does not prohibit disclosure of Confidential Information to:

(a) the receiving Party’s own personnel (including employees, agents and permitted contractors) who need to know of the Confidential Information provided that such personnel are first made aware of the confidential nature of the Confidential Information and the receiving Party’s obligations in relation to it and themselves agree in writing to treat the Confidential Information confidentially; or

(b) the receiving Party’s auditors, professional advisers, any person or organisation having a statutory or regulatory right to request and receive that information, including without limitation a relevant tax authority.

7.3 Clause 9.1 does not apply to information which the receiving Party can show by reference to documentary or other evidence:

 

(a) was rightfully in its possession before the start of discussions between the Parties relating to these Terms; or

 

(b) is already public knowledge or becomes so at a future date (save for as a result of breach of clause 7.1); or

 

(c) is received from a third party who is not under an obligation of confidentiality in relation to the information; or

 

(d) is developed independently without access to, or use of or knowledge of, the Confidential Information.

 

7.4 The obligations of confidentiality under this clause 7 shall survive the termination of these Terms until such time as the Confidential Information enters the public domain other than through the fault of the recipient Party.  

8. Disclaimer

8.1 Except as expressly set forth herein, the Service is provided “AS IS” and “AS AVAILABLE”. Simpler is not liable in any way for any legal claims or for any direct or indirect damage or expense that may result from operating or not, accessing, using, or navigating in its website or Service or from downloading material, text, and other data contained therein, including indicative damage caused by viruses, bugs, human agents, hardware, software, program malfunction or any other error, omission, or delay in transmission from PC or network connection.

 

8.2 Simpler will do everything necessary for the good operation of its Service, but without guaranteeing that its operation will be continuous, without errors or other technical problems. Simpler shall not be responsible for any service interruptions, including, but not limited to, system failures or other interruptions that may affect the receipt, processing, acceptance, completion, or settlement of payment transactions, unless such service interruption has been caused by Simpler.

 

9. Indemnification

​​

9.1 Each party (“Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim that: (i) where Seller is Indemnitor, the Seller Data or Seller’s use of the Service infringes, violates, or misappropriates any third party intellectual property or proprietary right, or (ii) where Simpler is the Indemnitor, the Service infringes, violates, or misappropriates any third party intellectual property or proprietary right. 

19.2 Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (ii) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense). 

9.3 The foregoing obligations of Simpler do not apply with respect to the Service or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (i) not created or provided by Simpler (including without limitation any Seller Data), (ii) made in whole or in part in accordance to Seller specifications, (iii) modified after delivery by Simpler, (iv) combined with other products, processes or materials not provided by Simpler (where the alleged Losses arise from or relate to such combination), (v) where Seller continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) Seller’s use of the Service is not strictly in accordance herewith.


10. Liability

10.1 Nothing in these Terms shall exclude or limit a Party’s liability for:

(a) fraud or fraudulent misrepresentation;

(b) death or personal injury caused by its negligence (as defined in section 1 of the Unfair Contract Terms Act 1977);

(c) any breach of the undertakings implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Service Act 1982; or

(e) any other liability which it is not permitted to exclude or limit. 

10.2 Except for the Parties indemnification obligations and clause 10.1, neither Party shall be liable to the other Party or be deemed to be in breach of its obligations under any provision in these Terms, to the extent that such breach is a result of: 

(a) any delay or failure by the other Party in performing its obligations under these Terms; or

(b) following the other Party’s reasonable instructions.

10.4 Notwithstanding any other provision in these Terms, in no event shall either Party be liable to the other Party for:

(a) any lost revenue, lost profits, business, opportunity or anticipated savings, loss of goodwill or injury to reputation, loss of data and/or loss of use of any data, replacement goods, loss of technology rights or Service; or

(b) incidental, punitive, indirect or consequential damages arising from or related to the performance of its obligations under these Terms, even if advised of the possibility of such damages, whether under contract, tort (including negligence), strict liability or otherwise.

11. Termination and Termination Consequences

11.1 These Terms shall commence upon the Effective Date set forth in clause 2.1, and, unless earlier terminated in accordance herewith, shall last for a year and automatically renew for additional successive periods of one year each, unless either party notifies the other party of such party’s intention not to renew no later than thirty (30) days prior to the expiration of the Initial Term.

11.2 Without limiting any other remedy available to it, either Party (the “Terminating Party”) may terminate these Terms with immediate effect by giving written notice to the other Party (the “Non-terminating Party”) at any time: 

(a) if the Non-terminating Party is in material or persistent breach of any of the provisions of these Terms, which, if remediable, is not remedied within thirty (30) Business Days or such alternative period as may be agreed between the Parties, following the receipt of such written notice; or

(b) if the Non-terminating Party is unable to pay its debts (within the meaning of section 123(1) of the Insolvency Act 1986) or an order is made or a resolution passed for its liquidation, winding-up or dissolution (otherwise than for the purpose of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer is appointed over it or all or any substantial part of its assets or takes formal steps towards making any kind of composition, compromise or arrangement involving it and any of its creditors, or anything analogous to the foregoing shall occur in any jurisdiction; 

 

(c) pursuant to clause 12.3 (b).

 

11.3 The Seller may terminate the contract for convenience and without cause, upon thirty (30) Business Days’ written notice to Simpler and subject to:

 

(a) full payment of all invoiced and unpaid Fees in accordance with the provisions of clause 5;

 

(b) full payment of all Fees in accordance with the provisions of clause 5, which are not invoiced, in respect of Service in progress; and

 

© full payment of all other expenses and costs incurred by Simpler in respect of any ongoing Service, which Simpler is legally obliged to pay where agreed in advance by the Seller. 

12. Force Majeure

 

12.1 Neither Party shall be liable for any delay in performing its obligations under these Terms to the extent that such is directly caused by an Event of Force Majeure provided that:

 

(a) any delay by a sub-contractor or supplier of the Party who is delayed will not relieve that Party from liability for delay except where the delay is beyond the reasonable control of the sub-contractor or supplier concerned; and

 

(b) strikes or industrial action on behalf of the delayed Party’s employees or its appointed sub-contractors will not relieve that Party from liability for delay.

 

Subject to the delayed Party:

 

(a) immediately telling the other Party in writing of the reasons for the delay and the likely duration of the delay; and

 

(b) using reasonable endeavours to perform its obligations under these Terms,

 

the performance of the delayed Party’s obligations will be suspended during the period that such circumstances described in clause 10.1 persist and that Party will be granted an extension of time for performance equal to the period of the delay.

 

12.3 Save where the delay is caused by the act or failure to act of the other Party (in which event the rights, remedies and liabilities of the Parties will be those conferred by the other terms of these Terms and by law):

 

(a) any costs arising from that delay will be borne by the Party incurring the same; and

 

(b) either Party may, if that delay continues for more than five weeks, terminate the contract immediately on giving written notice to the other.

 

13. Payment Service Provider Terms


13.1 By using Simpler Checkout Service, the Seller agrees to be bound by the terms and conditions of these Terms as well as by Simpler's payment service provider, terms and conditions , which are applicable to the Service. Seller authorises SIMPLER to provide any required payment information of its Shoppers to "Bluesnap ,Inc" in order to process Simpler "Checkout Transactions".  Seller acknowledges that Seller’s information shall be handled in accordance with "Bluesnap, inc" global privacy policy. SELLER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED AND AGREED TO ALL "Bluesnap, Inc" AGREEMENTS AND POLICIES REFERENCED ABOVE AND "Bluesnap, Inc" PRIVACY POLICY). Simpler is not responsible for the relationships between Seller and Shoppers, is not a party to any Checkout Service, and is not responsible for any liability associated therewith, including but not limited to the Checkout Services. Simpler may have its own contractual relationship with Shoppers, and Seller agrees not to interfere with such relationship and its associated terms. As described in clause 5, Seller will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments related to Seller’s activity in connection with Checkout Transactions. Hence, the Seller is responsible for any sales taxes (such taxes may be due on the full amount charged to a Shopper, rather than the amount that Seller receives following deduction of fees by Simpler and its contracted payment providers.

Therefore, the Seller shall also carefully read the terms and conditions of the payment provider, "Bluesnap, Inc" before making use of Simpler Service and if the Seller disagrees, shall refrain from using the Service. 

In order to simplify Checkout Services, the Seller agrees to share any cardholders encrypted card tokens across the Simpler network of Sellers. This functionality is facilitated via tokenisation services offered by any payment provider contracted to Simpler. 

14. Protection of Personal Data

14.1 By using Simpler Service, you agree to the Simpler's Privacy Policy and Cookies Policy , which is incorporated into and forms part of these Terms.

15. Assignment and Subcontracting 

15.1 These Terms may not be assigned by either Party without the other Party’s prior written consent. 

15.2 Without prejudice to the provisions of clause 15.1: 

(a) Simpler may at any time sub-contract the provision of the Service, including without limitation to any company within Simpler’s Group; and

(b) each Party may at any time assign these Terms to any other company within its Group, subject to prior notification to the other Party. 

16. Service Updates

 

16.1 From time to time, Simpler may provide upgrades, patches, enhancements, or fixes for the Services to its Sellers generally without additional charge (“Updates”), and such Updates will become part of the Services and subject to these Terms; provided that Simpler shall have no obligation under this Agreement or otherwise to provide any such Updates. Seller understands that Simpler may cease supporting old versions or releases of the Services at any time in its sole discretion; provided that Simpler shall use commercially reasonable efforts to give Seller sixty (60) days prior notice of any major changes.

17. Miscellaneous

17.1 These Terms represents the entire agreement between Seller and Simpler with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Seller and Simpler with respect thereto.


17.2 Any notice required to be given pursuant to these Terms shall be in writing and sent either by hand, by prepaid recorded delivery or registered post or by prepaid first class post, by fax confirmed by first class post, or by e-mail which has been received, as evidenced by receipt by the sender of a read receipt, to the relevant Party, and any such notice shall be deemed to have been received by the addressee at the time of delivery or in the case of prepaid first class post, two days after posting.


17.3 Any amendment or variation to these Terms shall be made only by express written agreement between the Parties.

17.4 The failure of either Party to exercise or enforce any right conferred upon it by these Terms shall not be deemed to be a waiver of any such right or operate so as to bar the exercise or enforcement thereof at any time(s) thereafter, as a waiver of another or constitute a continuing waiver.

17.5 Without prejudice to the rights of either Party in respect of actions relating to fraudulent misrepresentation, these Terms and any documents referred to herein constitute the entire understanding between the Parties with respect to the subject matter thereof and supersedes all prior agreements, negotiations and discussions between the Parties relating thereto. 

17.6 The Parties agree that monetary damages may not be a sufficient remedy for the damage which may accrue to a Party by reason of failure by any other Party to perform certain of its obligations hereunder. Any Party shall therefore be entitled to seek injunctive relief, including specific performance, to enforce such obligations.

17.7 The unenforceability of any single provision of these Terms shall not affect any other provision hereof. Where such a provision is held to be unenforceable, the Parties shall use their best endeavours to negotiate and agree upon an enforceable provision which achieves to the greatest extent possible the economic, legal, and commercial objectives of the unenforceable provision.

17.8 A person who is not a party to this these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this contract, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

 

17.9 Nothing in these Terms shall be deemed to constitute a partnership between the Parties nor, save as expressly set out herein, constitute either Party the agent of the other Party.

17.10 If any provision of these Terms shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and remain enforceable between the parties.  

17.11 For Sellers  contracting with "Simpler LTD", the terms shall be governed by and construed in accordance with English lawand each party irrevocably submits to the exclusive jurisdiction of the English courts over any claim, dispute or matter arising under or in connection with these Terms or its enforceability. For all Sellers contracting with "Simpler Single Member P.C.", the terms shall be governed by and construed in accordance with Greek law and each party irrevocably submits to the exclusive jurisdiction of the English courts over any claim, dispute or matter arising under or in connection with these Terms or its enforceability.

OR

 

Any notice required to be given pursuant to these Terms shall be in writing and sent either by hand, by prepaid recorded delivery or registered post or by prepaid first class post, or by e-mail which has been received, as evidenced by receipt by the sender of a read receipt, to the relevant Party, and any such notice shall be deemed to have been received by the addressee at the time of delivery or in the case of prepaid first class post, two days after posting.


17.12 Any amendment or variation to these Terms shall be made only by express written agreement between the Parties.

17.13 The failure of either Party to exercise or enforce any right conferred upon it by these Terms shall not be deemed to be a waiver of any such right or operate so as to bar the exercise or enforcement thereof at any time(s) thereafter, as a waiver of another or constitute a continuing waiver.

17.14 Without prejudice to the rights of either Party in respect of actions relating to fraudulent misrepresentation, these Terms and any documents referred to herein constitute the entire understanding between the Parties with respect to the subject matter thereof and supersedes all prior agreements, negotiations and discussions between the Parties relating thereto. 

17.15 The Parties agree that monetary damages may not be a sufficient remedy for the damage which may accrue to a Party by reason of failure by any other Party to perform certain of its obligations hereunder. Any Party shall therefore be entitled to seek injunctive relief, including specific performance, to enforce such obligations.

17.16 The unenforceability of any single provision of these Terms shall not affect any other provision hereof. Where such a provision is held to be unenforceable, the Parties shall use their best endeavours to negotiate and agree upon an enforceable provision which achieves to the greatest extent possible the economic, legal, and commercial objectives of the unenforceable provision.

17.17 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of these Terms, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

17.18 Nothing in these Terms shall be deemed to constitute a partnership between the Parties nor, save as expressly set out herein, constitute either Party the agent of the other Party.

17.19 If any term of these Terms shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and remain enforceable between the parties.  

17.20 These Terms shall be governed by and construed in accordance with English law and each Party irrevocably submits to the exclusive jurisdiction of the English courts over any claim, dispute or matter arising under or in connection with these Terms or its enforceability.

 

Data Processing Addendum

 

This Data Processing Addendum (hereinafter referred to as the "DPA") forms part of the Seller Service Agreement between SIMPLER GROUP LTD (hereinafter referred to as the “Simpler”) and the Seller (hereinafter referred to as the “Seller”) and specifies the rights and obligations of the Parties. The Parties agree that, in relation to the DPA, Seller is the Processor and the Simpler is the Controller.

 

In consideration of the Parties’ mutual rights and obligations set out in the Seller Service Agreement and this DPA, the Parties agree as follows:

 

Definition

Capitalised terms used herein shall have the meaning assigned to them in the Seller Service Agreement. Unless otherwise defined herein, the definitions of the EU General Data Protection Regulation 2016/679 ("GDPR"), in particular the terms "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Processor", "Processing" and "Supervisory Authority" shall apply.

 

"Personal Data" means any Personal Data processed by Seller on behalf of the Simpler pursuant to or in connection with the Seller Service Agreement.

 

Categories of Personal Data are: Name, surname, postal address, email address, telephone number.

 

Categories of Data Subject are Simpler’ s clients (shoppers).

 

Seller shall process Personal Data for the purpose of providing the services described in the Seller Service Agreement and any additional services under this DPA to the Simpler.  The Parties agree and acknowledge that the Simpler will be qualified as Controller and Seller will be qualified as Processor when processing Simpler Personal Data hereunder.

Data Protection


Seller shall process Simpler Personal Data only on behalf of the Simpler and in strict accordance with the Simpler's written instructions. Seller only processes the Simpler Personal Data required to provide its services. Seller does not process or use Simpler Personal Data for purposes other than those required for the provision of its services and only to the extent that it becomes necessary.


The Processing shall at all times be conducted in a professional manner and in compliance with the principles of proper data processing, the provisions of the Sell Service Agreement, this DPA and applicable law. Seller is fully aware and compliant with Regulation 679/2016/EU and in general the national and regulatory framework for the protection of Personal Data, as well as any act (guideline, decision, directive, opinion, etc.) issued by the Data Protection Authorities and Working Party 29. Seller shall not perform its obligations under Seller Service Agreement and DPA in relation to the Personal Data in such a way as to cause the Controller to breach any of its obligations under Applicable Privacy Law.


Seller is committed to:

- cooperate, assist, and provide the Simpler with all necessary information in order to comply with its obligations under the Applicable Legislative Framework and to comply with the instructions or decisions of the competent Data Protection Authority;

- maintain confidentiality;

- assist Simpler in fulfilling his obligation to respond to the requests of the Data Subjects to exercise their rights;

- take all necessary and appropriate corrective actions to prevent repeat of Data breach.

 

Seller implements appropriate technical and organisational measures to ensure appropriate level of protection and security of the Personal Data and protect them against unauthorised access, disclosure, modification or deletion or loss and to ensure the confidentiality, integrity, availability and resilience of the systems and processes where Personal Data are processed during transit and at rest. 

 

Seller ensures that the persons (employees or agents) authorised to process Personal Data under the Seller Service Agreement and DPA:

- provide adequate safeguards in terms of technical knowledge and personal integrity for confidentiality;

are under the direct supervision of Seller;

- have been informed and committed in advance as to the confidentiality of such Personal Data;

- are aware of and follow Simpler's instructions regarding the processing of Personal Data;

- take all appropriate measures to protect Personal Data;

- know and apply the current legislative and regulatory framework for the protection of Personal Data.

Seller shall not transfer the Personal Data outside national borders unless authorised by Simpler. To the extent personal data subject to EU data protection laws is transferred outside the EU, one of the following methods is used: 

- EU Commission approved standard contractual clauses are effective between the parties (default position);  

- transfer is done to a country deemed to be adequate by EU Commission (exception); or  

- recipient has in place EU approved Binding Corporate Rules that apply to the processing in question (exception);  

 

Seller shall maintain a record of processing activities under its responsibility. This record should, as a minimum, include:

- the name and contact details of Seller, and of each Controller (ex. Simpler), as well as the Data Protection Officer (where applicable);

- the categories of processing carried out on behalf of Seller;

- where applicable, transfers of personal data to a third country (out of EU) or an international organisation, including the identification of that third country (out of EU)  or international organisation;

- where possible, a general description of the technical and organisational security measures.

 

Seller shall make available to the Simpler on request all information necessary to demonstrate compliance with this DPA and shall allow for and contribute to audits in relation to the Processing of Simpler Personal Data, by the Simpler or an auditor mandated by the Simpler.

 

Seller agrees and warrants that it will promptly notify the Simpler about:

(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;

(ii) any accidental or unauthorised access;

(iii) any request received directly from the Data Subjects without responding to that request, unless it has been otherwise authorised to do so

 

Seller shall provide to Simpler written notice of any Personal Data Breach immediately upon becoming aware of any possible, accidental, unauthorised, or illegal destruction, loss, corruption, or disclosure of the Personal Data or any possible, accidental, unauthorised, or illegal access thereto. Such notice shall summarize in reasonable detail the impact of such Personal Data Breach and Individuals whose Personal Data is affected by such Breach and the corrective action to be taken by the Processor.

Seller:

- shall identify any possible sub-processors to Simpler and their use is subject to Simpler’s authorisation; 

- ensures that, where Seller engages another processor for carrying out specific processing activities, as authorised by the Simpler, the same data protection obligations as set out in the Seller Service Agreement or other legal act between the Simpler and Seller are imposed on that other processor by way of a contract;

 

Return and deletion of Simpler Personal Data


Upon termination of the Seller Service Agreement or anytime upon request of the Simpler, Seller shall promptly delete and procure the deletion of all copies of Simpler Personal Data. If and to the extent a deletion is not reasonably practicable, Seller shall ensure that the Simpler Personal Data concerned are anonymised or permanently blocked and protected against unauthorised access, disclosure or use.  Simpler may in its absolute discretion by written notice require Seller to return a complete copy of all Simpler Personal Data to the Simpler by secure file transfer in such format as is reasonably notified by the Simpler to Seller.  Seller shall comply with any such written request.

Seller may retain the Personal Data to the extent required by applicable law and only to the extent and for such period as required by applicable law and always provided that Seller shall ensure that such retained Simpler Personal Data is (i) kept confidential and protected against unauthorised access, disclosure or use and (ii) only Processed as necessary for the purpose(s) specified in the applicable law requiring its storage and for no other purpose.

Upon written request of Simpler, Seller shall provide written certification to the Simpler that it has fully complied with this Section.

Compensation

 

Seller will compensate Simpler for damages as a result of an infringement of the Regulation 679/2018 / EU and, in general, of the applicable national and European legal and regulatory framework on its behalf or by its executives or employees or associates (assistants or sub-processors) for the protection of personal data and for the security of information or legal orders, including the fines imposed by the competent Supervisory Authority.