This Schedule forms part of the Merchant Services Agreement between Simpli Private Limited ("Simpli") and the Restaurant. Defined terms have the meaning given in the Master Terms.
1. Why this matters
Simpli's value depends on diners being able to trust that ratings, reviews and popularity signals reflect what people actually order. The Restaurant agrees to the following as binding contractual obligations.
2. Review integrity
2.1 No incentivised reviews. The Restaurant must not offer, promise or give any discount, free item, refund, credit, gift or other inducement to any Diner in exchange for (or conditional on) leaving a rating or review, and must not prompt, request, script or pressure reviews on-premises or through its staff, signage or scripts.
2.2 No pay-to-rank. No payment or other consideration by the Restaurant to Simpli or anyone else may influence, and the Restaurant must not seek to influence, the organic popularity or quality signals shown to Diners. Organic ranking is not for sale.
2.3 Popularity from completed paid orders only. The Restaurant acknowledges that organic popularity is computed, by architecture, only from Completed Orders (revealed preference - verified paid orders), and not from any payment, promotion or self-reported metric. Any future paid or sponsored placement, if introduced, will be a separate, clearly labelled surface distinct from organic popularity.
2.4 No manipulation. The Restaurant must not create fake orders or reviews, use bots or incentivised third parties, or otherwise manipulate ratings, reviews, order counts or popularity signals.
3. Acceptable use of the Services
The Restaurant must not, and must ensure its personnel do not:
3.1 use the Services for any unlawful, fraudulent, deceptive or harmful purpose, or in breach of the Consumer Protection (Fair Trading) Act 2003 or other applicable law;
3.2 pass the Simpli Fee, Stripe fees or any platform cost to Diners as an undisclosed or surprise surcharge, or otherwise mislead Diners about price, tax, allergens, nutrition or provenance (prices shown to Diners must be all-in / GST-inclusive, consistent with the price-transparency rules under the Consumer Protection (Fair Trading) Act 2003);
3.3 upload menu content, images or marks it is not entitled to use, or content that is unlawful, infringing, offensive or misleading;
3.4 misrepresent food, allergen, dietary or nutritional information, or present any Simpli estimate (including any beverage sugar grade) as an official or regulated mark (e.g. HPB Nutri-Grade);
3.5 attempt to circumvent, disable or manipulate the payment flow, the fee mechanics, security controls, or the Connected Account structure;
3.6 engage in fraud, chargeback abuse, money-laundering, or use the Services to facilitate a sale the Restaurant is not licensed to make;
3.7 reverse-engineer, scrape, resell, sublicense or overload the Services, or access them to build a competing product;
3.8 use the Services to send spam or to process personal data unlawfully.
4. Consequences of breach
4.1 Simpli operates rating-distribution anomaly detection and other integrity controls. Where Simpli reasonably determines that a breach of this Schedule has occurred, it may (proportionately and escalating with severity or repetition):
(a) exclude or discount tainted or anomalous ratings, reviews or signals;
(b) issue a warning and require corrective action;
(c) remove offending content;
(d) suspend the Services under clause 15.1 of the Master Terms - immediately for fraud, chargeback abuse, unlawful use or a genuine safety/security risk, and otherwise after the notice and 5-Business-Day cure period in clause 15.1(b); and/or
(e) terminate the Agreement for cause under clause 15.3.
4.2 These remedies are without prejudice to Simpli's other rights, including under the indemnity in clause 14 of the Master Terms.