These terms govern quotations and invoices issued by Simpli Private Limited (UEN 202628574D) ("Simpli") to business customers for hardware (e.g. card terminals, printers), plans, services (e.g. installation and training) and consumables. They are printed in summary on every quotation and invoice and apply in full to each accepted quotation and each issued invoice. Where the customer has signed the Merchant Services Agreement, that agreement prevails over these terms to the extent of any conflict; Schedule 4 (Terminal Plan) governs terminal-plan economics and title.

1. Documents & acceptance

1.1 A quotation is an offer by Simpli, open for acceptance on its public acceptance page or in writing (including WhatsApp/email confirmation). Acceptance electronically is binding under the Electronic Transactions Act 2010.

1.2 An invoice states amounts payable to Simpli. Simpli's invoices are numbered sequentially (INV-YYYY-NNNN) and payments are receipted sequentially (RCP-YYYY-NNNN).

2. Quotation validity

2.1 Unless stated otherwise on its face, every quotation is valid for 30 days from the issue date and lapses automatically after that.

2.2 Prices quoted are for the stated items and quantities only; Simpli may correct manifest errors before acceptance.

3. Prices & GST

3.1 All prices are in Singapore dollars and are stated without GST. Simpli Private Limited is not GST-registered and does not charge GST. No document issued under these terms is a tax invoice.

3.2 If Simpli becomes GST-registered, GST at the prevailing rate will apply to invoices issued after the effective registration date, and documents will say so explicitly.

4. Payment

4.1 Invoices are payable within 7 days of the issue date, by PayNow to UEN 202628574D (using the invoice number as reference; the invoice QR encodes the exact amount and reference) or by bank transfer to Simpli's nominated account.

4.2 Payment is made when funds are received in Simpli's bank account. A customer's "I've paid" acknowledgement on the payment page is a notification only; Simpli issues its receipt after verifying receipt of funds.

4.3 Simpli applies payments to the oldest outstanding invoice unless the payment reference identifies a specific invoice.

5. Late payment

5.1 Simpli may charge interest on overdue amounts at [RATE: placeholder, solicitor to advise; drafted intent: a modest fixed annual percentage applied daily] from the due date until payment, and may suspend further deliveries or services while amounts are overdue.

5.2 Simpli never adds undisclosed fees; any late-payment interest will be itemized on a follow-up document before it is collected.

6. Retention of title (hardware)

6.1 Hardware remains the property of Simpli until Simpli has received payment in full for that hardware (and, where the hardware is financed under a Terminal Plan, until the amounts Schedule 4 requires for title transfer are collected).

6.2 Until title passes, the customer holds the hardware as bailee, must keep it identifiable, insured and free of encumbrances, must not sell or part with it outside ordinary use at the stated venue, and must allow Simpli to retake it (at reasonable times, with notice) if an invoice for it remains unpaid after the due date.

6.3 Risk in the hardware passes on delivery; title passes only under §6.1.

7. Warranty

7.1 Hardware carries the manufacturer's warranty, which Simpli passes through to the customer to the extent it is transferable. Simpli will reasonably assist with warranty claims but gives no warranty of its own beyond it.

7.2 Services (installation, training) are provided with reasonable skill and care. Consumables are sold as-is.

7.3 Nothing here excludes liability that cannot be excluded under Singapore law (including under the Unfair Contract Terms Act 1977).

8. Void, credit notes & corrections

8.1 Simpli corrects documents by voiding and re-issuing or by credit note, never by altering an issued document. Every financial event is recorded in an append-only ledger.

9. Personal data (PDPA)

9.1 Simpli collects the contact details on these documents (name, business address, email, UEN) to prepare, deliver and account for quotations, invoices and receipts, and retains them as required for accounting and tax records. Contact Simpli's Data Protection Officer at privacy@simpli.sg. Where the customer has signed the Merchant Services Agreement, Schedule 2 (PDPA) governs.

10. Fair-trading posture

10.1 Prices on Simpli documents are plain forward prices: no fictitious former prices, no strikethrough anchoring, no countdown or urgency devices (CCCS Price Transparency Guidelines posture). A quotation's 30-day validity is a genuine offer window, not a pressure mechanic.

11. General

11.1 These terms are governed by Singapore law; the Singapore courts have exclusive jurisdiction. If any clause is unenforceable, the rest stand. Simpli may update these terms for future documents; the terms printed with a document govern that document.