(Master Terms)
Version 2.0
These Master Terms, together with the Order Form and the Schedules referred to in them, form the Merchant Services Agreement (the "Agreement") between:
- Simpli Private Limited, a private company limited by shares incorporated in Singapore (UEN 202628574D), whose registered office is at [Registered address: __________] ("Simpli", "we", "us" or "our"); and
- the restaurant business named as the "Restaurant" in the Order Form (the "Restaurant", "you" or "your"),
each a "Party" and together the "Parties".
Before you sign. Please read the whole pack, including the Schedules. Simpli is happy for you to take it away for review - do not feel you must sign on the spot. Simpli's UEN and registered address must be completed above before signature so you can verify the entity you are contracting with.
Recitals
(A) Simpli operates a software platform that lets a diner scan a table QR code, browse the Restaurant's menu, place an order and pay for it in a mobile web browser, together with a merchant console and analytics for the Restaurant (the "Services", defined below).
(B) All diner payments are processed by Stripe under the Restaurant's own Stripe Connect account. The Restaurant - not Simpli - is the merchant of record for every diner transaction. Simpli is a technology and software provider; it does not accept, hold, control or settle diner funds.
(C) Simpli offers the platform free of any subscription, set-up, hardware or minimum-commitment charge, and is remunerated solely by a capped per-order Simpli Fee collected automatically as a Stripe application fee, as set out in Schedule 1.
(D) The Restaurant wishes to use the Services on the terms of this Agreement. By signing the Order Form or otherwise accepting this Agreement (including electronically), the Restaurant agrees to be bound by these Master Terms and the Schedules.
1. Definitions and Interpretation
1.1 In this Agreement, unless the context requires otherwise:
"Aggregated Behavioural Data" means the aggregated and/or anonymised data set that Simpli derives from Behavioural Signals (including dining patterns, dish-preference signals and cross-venue repeat behaviour), from which individual Diners can no longer be identified, and which Simpli owns and commercialises as its own asset as described in clause 8 and Schedule 2. Aggregated Behavioural Data does not, once anonymised, constitute personal data.
"Behavioural Signals" means the individual-level, potentially identifiable behavioural and dining-graph signals that Simpli collects and processes as an independent organisation (controller) under the direct, unbundled consent of the Diner given through the Diner Terms, as described in clause 8 and Schedule 2, before those signals are aggregated and/or anonymised into Aggregated Behavioural Data.
"Business Day" means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general business in Singapore.
"Completed Order" means a diner order placed through the Services for which the diner's payment has been successfully charged and captured through the Connected Account. Where an order is subsequently refunded, charged back, disputed or otherwise reversed in whole or in part, the associated Simpli Fee is reversed pro-rata in accordance with clause 5.4 and Schedule 1, so that the Simpli Fee attaches only to the net paid value of a Completed Order.
"Confidential Information" has the meaning given in clause 11.
"Connected Account" means the Restaurant's own Stripe account established under Stripe Connect through which diner payments are accepted, processed and settled, and of which the Restaurant is the account holder and merchant of record.
"Data Protection Schedule" means Schedule 2 (Data Protection (PDPA) Terms).
"Diner" means an end customer of the Restaurant who uses the Services to browse, order from and/or pay the Restaurant.
"Diner Data" means personal data of Diners that Simpli processes on behalf of the Restaurant as described in the Data Protection Schedule, being data in respect of which the Restaurant is the organisation determining the purposes of processing (the equivalent of a "data controller").
"Diner Terms" means the diner-facing Terms of Use and Privacy & Consent Notice made available to Diners at the Simpli-facing checkout (document 07 of the sign-up pack), as updated from time to time, under which Simpli obtains diner consent and sets out its direct relationship with Diners.
"Fee Schedule" means Schedule 1 (Fee Schedule & How Pricing Works).
"GST" means goods and services tax chargeable under the Goods and Services Tax Act 1993 of Singapore.
"Intellectual Property Rights" means patents, copyright, database rights, trade marks, service marks, design rights, know-how, trade secrets and all other intellectual property rights, whether registered or unregistered, and all applications for and rights to apply for the same.
"Order Form" means the sign-up / order form (in paper or electronic form) executed by the Parties that identifies the Restaurant, its outlet(s) and elected options, and incorporates this Agreement.
"PDPA" means the Personal Data Protection Act 2012 of Singapore. References to an "organisation" and a "data intermediary" have the meanings given in the PDPA.
"Restaurant Content" means the menu items, descriptions, prices, tax settings, images, availability, trade marks, logos and other content and materials the Restaurant provides or configures through the Services.
"Schedules" means Schedule 1 (Fee Schedule), Schedule 2 (Data Protection (PDPA) Terms) and Schedule 3 (Acceptable Use & Review Integrity), as amended from time to time.
"Services" means the Simpli QR dine-in ordering, in-browser payment facilitation, merchant console and analytics platform, as more fully described in clause 3 and the Order Form, together with any related documentation, updates and support Simpli makes generally available.
"Simpli Fee" means the per-order platform fee payable to Simpli in respect of each Completed Order, as set out in the Fee Schedule (at the date of this Agreement: 1.4% of the order total plus SGD 0.10, capped at SGD 2.00 per Completed Order, exclusive of GST), subject to the fee ceiling in clause 5.6.
"Stripe" means Stripe Payments Singapore Pte. Ltd. and/or its relevant affiliates, being the licensed payment service provider that processes diner payments.
"Stripe Terms" means the Stripe Services Agreement, Stripe Connected Account Agreement and other Stripe terms and policies that apply to the Connected Account.
1.2 Interpretation. Clause and Schedule headings are for convenience only and do not affect interpretation. "Including", "include" and "in particular" are illustrative and not limiting. References to a statute include subsidiary legislation and any amendment or re-enactment. Singular includes plural and vice versa. A reference to "writing" includes email and electronic records. In the event of conflict, the order of precedence is: (a) the Order Form (for elected commercial options only); (b) the Data Protection Schedule; (c) these Master Terms; (d) Schedules 1 and 3.
2. Structure of the Agreement; Acceptance
2.1 This Agreement comprises these Master Terms, the Order Form, and Schedules 1, 2 and 3. The Restaurant should read all of them before accepting. The Diner Terms are a separate agreement between Simpli and each Diner; they are provided to the Restaurant for reference and are a go-live prerequisite for the Services.
2.2 The Restaurant accepts this Agreement by signing the Order Form (by hand or electronically) or by clicking to accept or otherwise indicating acceptance. Electronic acceptance is valid and binding under the Electronic Transactions Act 2010 of Singapore. The Restaurant confirms that the person accepting is duly authorised to bind the Restaurant.
2.3 Simpli draws the Restaurant's particular attention to the payment structure (clause 4), the disclaimers (clause 12), the limitation of liability (clause 13), the indemnities (clause 14) and the data-ownership carve-out (clause 8 and Schedule 2). These terms are also summarised in the Key Terms sheet. The Restaurant is encouraged to review them, and to take advice, before accepting.
3. The Services
3.1 What Simpli provides. Subject to this Agreement, Simpli grants the Restaurant a non-exclusive, non-transferable right to access and use the Services during the term for its own internal restaurant operations, comprising:
(a) QR dine-in ordering (no-app web checkout): a diner scans a table QR code, browses the Restaurant's menu (with modifiers), places an order and pays entirely within a mobile web browser without installing any app;
(b) Merchant console: tools to manage menu, pricing, tax settings, images and item availability; to manage tables and QR codes; to view and update a live order queue and order status; and to moderate reviews;
(c) Payment facilitation: technology that presents the diner with Stripe-hosted payment fields and initiates the charge to the diner through the Connected Account, on the basis set out in clause 4; and
(d) Analytics: item-popularity and ordering-trend reporting, provided as standard to all restaurants and not paywalled, including the own-venue aggregated insights described in clause 8.6.
3.2 Scope of the Services; what they are not. The Services are the system on which the Restaurant runs dine-in service: dine-in ordering, payment facilitation, live order management and the reporting described in clause 3.1. The Services do not include delivery or rider logistics, payroll, inventory accounting, supplier procurement, marketplace aggregation or hardware. As at the date of this Agreement, the Services also do not include staff-entered (counter or phone-in) order creation, receipt or kitchen printing, offline operation or takeaway ordering; any such features, if and when released, will form part of the Services under clause 3.3. Nothing in this clause changes the support and availability posture in clauses 3.5 and 12.
3.3 Changes to the Services. Simpli may modify, add to or discontinue features from time to time to improve the Services or for legal, security or operational reasons. Simpli will not make a change that materially degrades the core ordering-and-payment function without giving reasonable prior notice where practicable. If a change materially and adversely affects the Restaurant, the Restaurant may terminate under clause 15.2.
3.4 Third-party dependencies. The Services rely on third parties, in particular Stripe (payments) and other subprocessors listed in the Data Protection Schedule. Simpli is not responsible for the acts, omissions, availability or terms of those third parties, save as expressly stated in this Agreement.
3.5 Availability target. The Services are provided on a best-effort basis (clause 12.3) and Simpli does not offer a paid service-level agreement or service credits, consistent with the free-platform model. Simpli nonetheless targets monthly availability of 99.5% for the core ordering-and-payment function (excluding scheduled maintenance notified in advance, Diner or Restaurant fault, third-party/Stripe outages and force majeure). If measured availability of that core function falls below 99.0% in each of two consecutive calendar months, the Restaurant may terminate this Agreement immediately on written notice as its sole remedy for the shortfall. Simpli will use reasonable efforts to restore the Services promptly during any outage.
4. Payments: Stripe Connect Structure (Never-Hold-Funds)
4.1 Stripe is the payment processor; the Restaurant is the merchant of record. All diner payments are processed exclusively by Stripe using Stripe Connect direct charges. The Restaurant is the Connected Account holder and the merchant of record for every diner transaction. The contractual relationship for the acceptance, processing, settlement and holding of diner funds is between the Restaurant, its Diners and Stripe.
4.2 Simpli never holds funds. Simpli does not accept, receive, hold, possess, control, escrow, remit, settle or come into possession of Diner funds or Restaurant funds at any time, and is not a trustee, agent or party to the flow of the underlying sale proceeds. Diner payments settle directly from Stripe to the Restaurant's own nominated bank account. There is no arrangement under which Simpli owes the Restaurant a payout of sale proceeds. The only amount Simpli ever receives in connection with a diner transaction is the Simpli Fee described in clause 5, taken as a Stripe application fee. Any correction of an over-collected Simpli Fee is effected solely as a Stripe application-fee refund - a movement of funds by Stripe from Simpli's application-fee balance back to the Connected Account - and never by a direct payment from Simpli to the Restaurant, so that Simpli remains outside the flow of sale proceeds at all times.
4.3 Not a payment institution. The Parties acknowledge and agree that Simpli provides software, technology and platform services only. Simpli does not perform account issuance, e-money issuance, money transmission or the acceptance and processing of payment transactions for the Restaurant within the meaning of the Payment Services Act 2019 of Singapore; those functions are performed by Stripe as a licensed payment service provider. The Simpli Fee is consideration for the Services (software and platform facilitation) and is not consideration for accepting, processing, transmitting or settling money. Simpli will not take custody of Diner or Restaurant funds; if any future change to the Services would require Simpli to be licensed or exempt under the Payment Services Act 2019, Simpli will obtain the necessary licence, exemption or approval before implementing that change.
4.4 Stripe fees are the Restaurant's cost. Stripe's own processing fees are borne 100% by the Restaurant and are deducted by Stripe from the Restaurant's balance. At the date of this Agreement, Stripe's indicative rates are cards 3.4% + S$0.50 per transaction and PayNow 1.3% per transaction; these are Stripe's rates, are set and may be changed by Stripe under the Stripe Terms, and Simpli has no control over and bears no part of them. Supported diner payment methods include card, PayNow, Apple Pay and Google Pay, in each case via Stripe.
4.5 Chargebacks, disputes and refunds on the sale. As merchant of record, the Restaurant is solely responsible for chargebacks, refunds, disputes and reversals on the underlying sale, and for any related Stripe fees, adjustments or reserves. Simpli has no liability for the principal amount of any diner payment or for any chargeback, dispute or reserve.
4.6 No card data at Simpli. Card fields are rendered by Stripe. Simpli does not receive or store raw card numbers; it stores only Stripe identifiers, transaction status, amount and card-brand name. Simpli's card-data handling is at PCI DSS SAQ-A level.
4.7 Condition precedent - Stripe onboarding. It is a condition of the Restaurant's use of payment facilitation that the Restaurant: (a) establishes and maintains the Connected Account in good standing; (b) completes Stripe's KYC / onboarding and any ongoing verification; and (c) enters into and complies with the Stripe Terms (including the Stripe Connected Account Agreement) directly with Stripe. The Stripe Terms are between the Restaurant and Stripe; Simpli is not a party to them. If the Connected Account is not active, or is suspended, restricted or closed, payment facilitation will not be available and Simpli may suspend the affected Services under clause 15.
4.8 Reimbursement of platform clawbacks; set-off. Because Simpli operates as a Stripe Connect platform, Stripe or a payment network may recover, deduct or debit amounts from Simpli that arise from the Restaurant's Connected Account or diner sales where the Restaurant's own balance is insufficient. The Restaurant will reimburse Simpli on demand for any such amount actually recovered, deducted or debited from Simpli (including application-fee reversals, negative Connected-Account balances, chargebacks, refunds, reserves, fines and penalties), except to the extent the amount was caused by Simpli's own breach, negligence or defect in the Services. Simpli may set off any such amount against Simpli Fees or against future application fees. This reimbursement obligation is a debt for money actually paid out by Simpli and is not subject to the liability cap in clause 13.3 (see clause 13.1(f)).
5. Fees
5.1 Free platform. There is no subscription fee, set-up fee, hardware fee, minimum spend or lock-in for the Services. The Restaurant's only charge payable to Simpli is the Simpli Fee (plus, where applicable, reimbursement of clawbacks under clause 4.8, which are pass-through amounts, not a Simpli charge).
5.2 Simpli Fee. The Restaurant will pay Simpli a Simpli Fee of 1.4% of the order total plus SGD 0.10 per Completed Order, capped at SGD 2.00 per Completed Order (in each case exclusive of GST), as set out in full in the Fee Schedule. The order total is the amount the Diner pays, inclusive of the Restaurant's own GST and service charge. The Simpli Fee will never exceed the value of the order.
5.3 How the Simpli Fee is collected. The Simpli Fee is collected automatically as a Stripe application fee at the moment the diner's payment is charged through the Connected Account. It is deducted by Stripe and paid to Simpli as part of the same transaction. There is no separate invoice, collection step or payout owed by Simpli to the Restaurant. The Restaurant authorises Simpli to set and instruct Stripe to collect the application fee corresponding to the Simpli Fee for each Completed Order.
5.4 Refunds, chargebacks and disputes - the fee follows the money. Where a Completed Order is refunded, charged back, lost on dispute or otherwise reversed in whole or in part, Simpli will procure that the corresponding Stripe application fee is refunded pro-rata to the Connected Account, so that Simpli retains the Simpli Fee only in respect of the net paid (non-reversed) value of the order. Simpli does not retain a Simpli Fee on a fully refunded, charged-back or reversed order. This applies to any reversal of the underlying charge, not only to voluntary refunds.
5.5 GST on the Simpli Fee. Simpli is not GST-registered at the date of this Agreement, and the Simpli Fee is stated exclusive of GST. If and when Simpli becomes GST-registered, GST will be added to the Simpli Fee at the prevailing rate and Simpli will issue a valid tax invoice; the net amount to Simpli is intended to be unchanged. The Restaurant's own GST obligations are addressed in clause 6.
5.6 Fee ceiling and changes to the Simpli Fee. For the first twenty-four (24) months of this Agreement, Simpli will not increase the Simpli Fee above 2.0% of the order total plus SGD 0.10 per Completed Order, and will not increase the per-order cap above SGD 3.00; nor will Simpli increase the Simpli Fee more than once in any twelve (12) month period. Any change to the Simpli Fee rate, the flat component, the per-order cap or the fee structure (whether within or, after the initial 24 months, above the ceiling) requires not less than 30 days' prior written notice (email sufficing). If the Restaurant does not agree to a change, it may terminate this Agreement under clause 15.2 before the change takes effect; the Restaurant will not be treated as having accepted the change merely by continued use during the notice period, but continued use after the effective date constitutes acceptance.
6. Taxes; Tax Invoicing to Diners
6.1 The Restaurant is the seller. The Restaurant is the seller of all food, beverages and other items ordered by Diners through the Services. The Restaurant is solely responsible for GST and all other taxes, levies and charges on its own food-and-beverage sales, and for determining, collecting and accounting for them.
6.2 Diner receipts / tax invoices. Any receipt or tax invoice issued to a Diner in respect of an order is issued in the Restaurant's name and (where the Restaurant is GST-registered) bears the Restaurant's GST registration number and name. Where the Services generate a receipt, they do so on the Restaurant's instruction and using the tax settings and GST details the Restaurant configures. Simpli warrants that the receipt / tax-invoice engine will correctly apply the tax and GST settings the Restaurant configures and will not label a document "Tax Invoice" unless a Restaurant GST registration number is present in the configuration. Subject to that warranty, the Restaurant is responsible for the accuracy of the settings, GST number and data it enters, and for the underlying legality of its pricing and tax position, including compliance with IRAS requirements.
6.3 No Simpli tax role. Save for the engine warranty in clause 6.2, Simpli does not assume, and expressly disclaims, any responsibility for the Restaurant's GST, tax invoicing, tax accounting or food-and-beverage tax compliance. Simpli merely generates receipts on the Restaurant's instruction and from the Restaurant's configured settings.
7. Restaurant Obligations
7.1 The Restaurant will:
(a) Accurate menu and pricing: keep its menu, prices, modifiers, tax settings, allergen/dietary information, images and availability accurate, current and lawful, and correct errors promptly; prices shown to Diners must be all-in and GST-inclusive where GST applies, consistent with the price-transparency (drip-pricing) rules under the Consumer Protection (Fair Trading) Act 2003;
(b) Fulfil and refund orders: accept, prepare and fulfil Completed Orders, and handle diner service, complaints, cancellations and refunds fairly and in accordance with applicable law (including the Consumer Protection (Fair Trading) Act 2003 and the Lemon Law provisions in Part 3 of that Act);
(c) Food safety and licensing: comply with all laws, licences and approvals applicable to its business, including food-safety, hygiene, licensing, labelling and allergen requirements, and stand behind the menu data it enters;
(d) Consumer transparency: ensure Diners are not surprised by any charge; the Simpli Fee and Stripe fees are the Restaurant's costs and must not be passed to Diners as an undisclosed or surprise surcharge;
(e) Taxes: meet its obligations under clause 6;
(f) Stripe onboarding: meet the condition precedent in clause 4.7 and keep the Connected Account in good standing;
(g) Acceptable use and review integrity: comply with Schedule 3, including the review-integrity obligations in clause 9;
(h) Data protection: comply with the Data Protection Schedule and with the PDPA in respect of Diner Data for which it is the organisation determining the purposes of processing;
(i) Account security: keep its console credentials secure, control access by its staff, and be responsible for acts and omissions of its personnel using the Services;
(j) No misuse: not misuse the Services, not attempt to circumvent the payment or fee mechanics, and not use the Services for any unlawful, fraudulent or harmful purpose.
7.2 The Restaurant is responsible for all activity under its account and for ensuring its personnel comply with this Agreement.
8. Data Protection and Data Ownership
8.1 Data Protection Schedule. The processing of personal data under this Agreement is governed by the Data Protection Schedule (Schedule 2), which forms part of this Agreement. In case of conflict on data-protection matters, the Data Protection Schedule prevails over these Master Terms.
8.2 Restaurant as organisation; Simpli as intermediary. In respect of Diner Data processed by Simpli on the Restaurant's behalf to provide the Services (the Restaurant's own customer and order records), the Restaurant is the organisation that determines the purposes of processing (the equivalent of a "data controller") and Simpli is a data intermediary (processor) under the PDPA. Simpli will process such Diner Data only on the Restaurant's documented instructions and as needed to provide the Services, and will comply with the protection, retention and breach-notification duties in Schedule 2.
8.3 Restaurant remains accountable. Appointing Simpli as an intermediary does not relieve the Restaurant of its own obligations to Diners under the PDPA. The Restaurant is responsible for having a lawful basis (including any required consent and notification) for the collection and use of Diner Data through the Services.
8.4 Simpli's Behavioural Signals and separate ownership of Aggregated Behavioural Data (carve-out). Separately and independently of clause 8.2, Simpli collects and processes Behavioural Signals as an independent organisation (controller) under the direct, unbundled consent of the Diner obtained through the Diner Terms - not through the Restaurant, and not as a condition of the Diner placing or paying for an order. Simpli then aggregates and/or anonymises those Behavioural Signals into Aggregated Behavioural Data, which Simpli owns as its own proprietary asset and may use, disclose and commercialise, subject to Simpli's own PDPA compliance for the Behavioural Signals and to the covenant in clause 8.5. Neither the Behavioural Signals nor the Aggregated Behavioural Data forms part of the Diner Data controlled by the Restaurant. Nothing in this Agreement grants the Restaurant any right, title or interest in the Behavioural Signals or the Aggregated Behavioural Data, save for the licence-back in clause 8.6. For clarity, Simpli does not require, and this Agreement does not purport to give, the Restaurant's consent on any Diner's behalf to Simpli's use of Behavioural Signals - that consent is obtained from the Diner directly under the Diner Terms.
8.5 No identifiable customer list; non-diversion covenant. Simpli covenants that it will not: (a) sell, licence or disclose to any third party a list of the Restaurant's identifiable Diners as the Restaurant's controlled customer list; or (b) use Behavioural Signals or Aggregated Behavioural Data attributable to the Restaurant's Diners to send targeted promotional messaging on behalf of, or sold to, a directly competing venue with the specific object of diverting those Diners away from the Restaurant. This covenant does not restrict the ordinary operation of the diner-facing consumer product (including cross-venue discovery, search and recommendations driven by a Diner's own consented preferences), which is not a service provided to or on behalf of any competitor of the Restaurant.
8.6 Own-venue insights licence-back. Simpli grants the Restaurant a perpetual, royalty-free, non-exclusive licence to access and use, for its own business purposes, the aggregated analytics and insights relating to its own venue that Simpli makes available through the console (clause 3.1(d)). This licence-back does not extend to Simpli's cross-venue Aggregated Behavioural Data, models or methodologies.
8.7 Consent warranty. Simpli warrants that the Diner Terms are designed to obtain diner consent to Simpli's processing of Behavioural Signals in a manner intended to comply with the PDPA (including ss. 13–14, 18 and 20), that such consent is sought separately from, and is not bundled with or made a condition of, the Diner's ability to order and pay, and that a Diner may decline it and still order and pay.
9. Review Integrity and Acceptable Use
9.1 The Restaurant will comply with Schedule 3 (Acceptable Use & Review Integrity), which is incorporated into this Agreement.
9.2 Without limiting Schedule 3, the Restaurant agrees, as a contractual obligation, that: (a) it will not offer any discount, free item or other inducement in exchange for a diner rating or review, and will not prompt or script reviews on-premises or through its staff (no incentivised reviews); (b) no payment or other consideration by the Restaurant may influence organic popularity or quality signals shown to Diners (no pay-to-rank); and (c) it acknowledges that organic popularity is computed only from Completed Orders (revealed preference), by architecture.
9.3 Breach of the review-integrity obligations entitles Simpli to apply anomaly detection, exclude tainted signals, and impose escalating consequences up to and including suspension or termination under clause 15.
10. Intellectual Property
10.1 Simpli IP. Simpli and its licensors own all Intellectual Property Rights in and to the Services, the platform, its software, technology, documentation, analytics methodologies, the Behavioural Signals and the Aggregated Behavioural Data. Except for the limited rights of use in clauses 3.1 and 8.6, no rights in Simpli's Intellectual Property Rights are granted to the Restaurant. The Restaurant will not copy, modify, reverse-engineer, resell or create derivative works of the Services except as permitted by law.
10.2 Restaurant Content licence. The Restaurant grants Simpli a non-exclusive, royalty-free, worldwide licence to host, copy, display, format, transmit and otherwise use the Restaurant Content (including its menu, images, trade marks and logos) solely to the extent necessary to provide and operate the Restaurant's own Simpli-facing ordering surface and the Services. This licence does not permit Simpli to use the Restaurant's trade marks or logos in Simpli's own marketing, advertising or investor materials without the Restaurant's separate prior written consent. The licence terminates on termination of this Agreement, save that Simpli may retain archival copies to the extent required for legal, backup or record-keeping purposes and may continue to use anonymised or aggregated data derived from it. The Restaurant warrants it owns or is licensed to use the Restaurant Content and that Simpli's use of it as contemplated will not infringe any third-party rights.
10.3 Feedback. If the Restaurant gives Simpli feedback or suggestions, Simpli may use them without restriction or obligation.
11. Confidentiality
11.1 Each Party (the "Receiving Party") will keep confidential all non-public information of the other Party (the "Disclosing Party") disclosed in connection with this Agreement that is marked or reasonably understood to be confidential ("Confidential Information"), and will use it only to perform this Agreement. The Restaurant's sales volumes, margins, and pricing and cost data visible through the console are the Restaurant's Confidential Information.
11.2 Confidential Information does not include information that: (a) is or becomes public without breach of this clause; (b) was lawfully known to the Receiving Party without a duty of confidence; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.
11.3 The Receiving Party may disclose Confidential Information to the extent required by law or a regulator, giving the Disclosing Party reasonable prior notice where lawful. This clause survives termination for three (3) years, except that each Party's trade secrets (which, for the Restaurant, include its sales, margin and pricing data) remain protected for as long as they qualify as such.
12. Warranties and Disclaimers
12.1 Mutual. Each Party warrants that it has the authority to enter into and perform this Agreement.
12.2 Simpli's service warranty. Simpli warrants that it will provide the Services with reasonable skill and care. Simpli also gives the specific warranties in clauses 6.2 (receipt engine) and 8.7 (diner consent).
12.3 "As is" / early-stage posture. The Restaurant acknowledges that Simpli is an early-stage / pilot provider. Except for the express warranties in clauses 12.2, 6.2 and 8.7 and to the maximum extent permitted by law, the Services are provided "as is" and "as available" on a best-effort basis, and Simpli disclaims all other warranties, conditions and representations, whether express or implied, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or that the Services will be uninterrupted, error-free, secure, or free from delays, or that results or analytics will be accurate or complete. Subject to the availability target and termination right in clause 3.5, Simpli offers no paid uptime service-level guarantee or service credits at this stage.
12.4 No certifications. Simpli's compliance baseline is the Singapore PDPA. Simpli makes no representation that it holds SOC 2, ISO 27001, HIPAA/BAA or any other certification, and the Restaurant must not represent otherwise.
12.5 Third-party services. Simpli does not warrant, and is not responsible for, Stripe, payment networks, telecommunications, internet or other third-party services, or for outages or errors caused by them.
12.6 Not medical or tax advice. Any dietary, allergen, nutritional or sugar-level information surfaced through the Services is informational only, may be an estimate, and is not medical advice or a regulated nutrition mark. Simpli gives no tax advice; the Restaurant is responsible for its own tax position (clause 6).
12.7 Nothing in this Agreement excludes or limits any liability or right that cannot be excluded or limited under Singapore law.
13. Limitation of Liability
13.1 Un-excludable liability. Nothing in this Agreement excludes or limits either Party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot lawfully be excluded or limited; (d) in the Restaurant's case, amounts properly due to Simpli (the Simpli Fee); (e) the Parties' respective indemnities in clause 14, subject to the caps expressly stated in clause 14; and (f) in the Restaurant's case, the reimbursement of clawbacks in clause 4.8 (being a debt for money actually paid out by Simpli).
13.2 Exclusion of indirect loss. Subject to clauses 13.1 and 13.3A, neither Party is liable to the other for any indirect, special or consequential loss, or for loss of profits, revenue, goodwill, anticipated savings, business or data, in each case whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, even if advised of the possibility.
13.3 General aggregate cap. Subject to clauses 13.1 and 13.3A, each Party's total aggregate liability arising out of or in connection with this Agreement in any twelve (12) month period is limited to the greater of (a) the total Simpli Fees paid or payable by the Restaurant to Simpli in the twelve (12) months immediately before the event giving rise to the liability, and (b) SGD 10,000.
13.3A Data-breach super-cap (Simpli). Simpli's liability to the Restaurant for a breach of Diner Data or of Schedule 2 caused by Simpli or its sub-processors (including the indemnity in clause 14.3) is not subject to the clause 13.3 general cap and is not excluded by the "loss of data" wording in clause 13.2; instead it is subject to a separate aggregate cap of SGD 50,000 in any twelve (12) month period. This super-cap is in addition to, and not part of, the clause 13.3 general cap.
13.4 No liability for diner funds. For the avoidance of doubt and consistent with clause 4, Simpli has no liability for the principal amount of any diner payment, for settlement, for any chargeback, refund or dispute on the underlying sale, or for any act, omission, fee or determination of Stripe.
13.5 Risk allocation. The Parties agree that the allocation of risk in clauses 12 and 13 has been negotiated and is intended to be reasonable, taking into account that the Services are provided free of any subscription or licence fee (Simpli being remunerated only by the per-order Simpli Fee) and that the data-breach super-cap in clause 13.3A backs Simpli's data-protection obligations. The caps and exclusions are mutual save where a higher or separate figure is expressly stated.
14. Indemnities
14.1 By the Restaurant. The Restaurant will indemnify Simpli against all losses, damages, liabilities, costs and expenses (including reasonable legal costs) to the extent directly arising out of: (a) the food, beverages and other items sold to Diners, including food safety, quality, allergen and consumer claims (including under the Consumer Protection (Fair Trading) Act 2003 and its Part 3 Lemon Law provisions); (b) the accuracy, content and legality of the Restaurant Content, menu data, prices and any receipt or tax invoice issued in the Restaurant's name (other than a defect in Simpli's receipt engine covered by clause 6.2), and the Restaurant's GST and tax compliance; (c) any chargeback, refund, dispute or reversal on a diner sale; (d) the Restaurant's breach of the PDPA as organisation in respect of Diner Data or of the Data Protection Schedule; (e) the Restaurant's breach of Schedule 3 (including review integrity); and (f) the Restaurant's other breach of this Agreement or unlawful use of the Services. This indemnity excludes any loss to the extent caused by Simpli's own breach, negligence or defect in the Services, and Simpli will take reasonable steps to mitigate. This indemnity runs to Simpli only (and not to its affiliates), save that Simpli may recover on behalf of its officers and employees named in a claim.
14.2 By Simpli (IP). Simpli will indemnify the Restaurant against direct losses arising from a third-party claim that the Restaurant's authorised use of the Services (excluding Restaurant Content and third-party services) infringes that third party's Intellectual Property Rights in Singapore, provided the Restaurant promptly notifies Simpli, gives Simpli sole conduct of the defence and settlement, and reasonable assistance. Simpli may, at its option, procure the right to continue use, modify the Services to be non-infringing, or terminate the affected Services. This is the Restaurant's sole remedy for IP infringement by the Services. Simpli's liability under this clause 14.2 is subject to clause 13.3.
14.3 By Simpli (Diner Data breach). Simpli will indemnify the Restaurant against losses, PDPC or regulatory penalties, reasonable breach-notification and remediation costs, and third-party (including diner) claims, to the extent directly arising out of a breach of Diner Data or of Schedule 2 caused by Simpli or its sub-processors. This indemnity excludes any loss to the extent caused by the Restaurant's own breach, instructions or fault, and the Restaurant will take reasonable steps to mitigate. Simpli's liability under this clause 14.3 is subject to the data-breach super-cap in clause 13.3A (and not the clause 13.3 general cap).
14.4 The indemnified Party will not settle any claim in a way that admits liability for or imposes obligations on the indemnifying Party without its prior written consent (not to be unreasonably withheld).
15. Suspension; Term and Termination
15.1 Suspension. (a) Immediate suspension (no cure period) - Simpli may suspend the Services (in whole or in part) immediately, with notice where practicable, if: (i) it reasonably suspects fraud, chargeback abuse, money-laundering, or unlawful, unsafe or abusive use; (ii) the Connected Account is suspended, restricted or closed, or the Restaurant fails Stripe KYC; (iii) required by law, a regulator or Stripe; or (iv) there is a genuine security risk or threat to the Services or other users. (b) Suspension for other material breach (with cure period) - for any other material breach of this Agreement, Simpli will give the Restaurant written notice and a period of five (5) Business Days to cure before suspending, and will not suspend if the breach is cured within that period. Simpli will restore the Services promptly once the cause of any suspension is resolved.
15.2 Term; termination for convenience. This Agreement runs month-to-month with no minimum commitment and no lock-in. Either Party may terminate for convenience at any time on 30 days' written notice (email sufficing).
15.3 Termination for cause. Either Party may terminate immediately on written notice if the other: (a) commits a material breach that is not remediable or, if remediable, is not remedied within 14 days of written notice; or (b) becomes insolvent, is wound up, has a receiver or judicial manager appointed, or is unable to pay its debts.
15.4 Change of control of Simpli. If Simpli undergoes a change of control (including an assignment or novation under clause 16.4 to an acquirer that is, or is controlled by, a direct competitor of the Restaurant), the Restaurant may terminate this Agreement on written notice within 30 days of being notified, and may on such termination require deletion / return of its Diner Data under clause 15.5 and Schedule 2. The covenant in clause 8.5 binds any successor or assignee of Simpli.
15.5 Effect of termination. On termination or expiry: (a) the Restaurant's right to use the Services ends and Simpli may disable access; (b) in-flight orders will be allowed to complete or be cancelled/refunded as reasonably practicable; (c) accrued rights and liabilities (including any Simpli Fees on Completed Orders before termination and any clawback reimbursement under clause 4.8) survive; (d) on the Restaurant's request made within 30 days before or after termination, Simpli will make available to the Restaurant an export of the Restaurant's own order and customer records in a commonly used machine-readable format before deletion; (e) Simpli will then cease processing the Restaurant's Diner Data and will return and/or delete it in accordance with the Data Protection Schedule, subject to lawful retention (financial and transaction records may be retained but the identifiable link to the Diner is severed / anonymised rather than kept identifiable); and (f) Simpli's ownership of the Behavioural Signals and Aggregated Behavioural Data (clause 8) is unaffected and survives, subject always to the covenant in clause 8.5.
15.6 Survival. Clauses 1, 4.2, 4.3, 4.8, 5.4, 6, 8.4, 8.5, 8.6, 10, 11, 12, 13, 14, 15.4, 15.5, 15.6 and 16, and the Data Protection Schedule survival terms, survive termination.
16. General
16.1 Independent contractors; no agency. The Parties are independent contractors. Nothing creates a partnership, joint venture, employment or agency relationship. In particular, Simpli is not the Restaurant's agent for accepting, collecting, holding or settling payment, and does not act as merchant of record. Any receipt-generation on the Restaurant's instruction is a narrow, technical function and does not make Simpli the seller or the Restaurant's payment agent.
16.2 Force majeure. Neither Party is liable for failure or delay caused by events beyond its reasonable control, including acts of God, war, epidemic, government action, strikes, and failures of power, telecommunications, internet, cloud hosting or third-party services (including Stripe). The affected Party will use reasonable efforts to mitigate.
16.3 Variation. Simpli may amend the operational or non-material provisions of these Master Terms or the Schedules by giving the Restaurant not less than 30 days' prior notice (email or in-console notice sufficing). Any change to the provisions on fees (clause 5), liability (clause 13), indemnities (clause 14), intellectual property (clause 10) or data (clause 8 and Schedule 2) that is materially adverse to the Restaurant requires the Restaurant's agreement; for such a change, notice will be given in-console (requiring acknowledgement) as well as by email, and the Restaurant will not be deemed to accept it merely by continued use during the notice period. If the Restaurant does not agree to a material change, it may terminate under clause 15.2 before it takes effect. No other variation is effective unless in writing.
16.4 Assignment. The Restaurant may not assign or novate this Agreement without Simpli's prior written consent (not to be unreasonably withheld). Simpli may assign or novate to an affiliate or in connection with a merger, reorganisation or sale of assets, on notice, subject to the Restaurant's change-of-control termination right in clause 15.4 and the survival of the clause 8.5 covenant.
16.5 Third-party rights. Except that Stripe and Simpli's affiliates may enforce clauses that expressly benefit them (clauses 4, 12.5 and 13.4), a person who is not a Party has no rights under the Contracts (Rights of Third Parties) Act 2001 to enforce any term.
16.6 Notices. Notices must be in writing and sent to the Parties' contacts on the Order Form or, for Simpli, to shaun@simpli.sg (commercial) and privacy@simpli.sg (data protection). Email notice is valid and effective on the earlier of acknowledgement and the second Business Day after sending, provided no bounce or delivery-failure is received; notice of a material variation under clause 16.3 additionally requires in-console delivery with acknowledgement.
16.7 Entire agreement. This Agreement (Master Terms, Order Form and Schedules) is the entire agreement between the Parties on its subject matter and supersedes prior discussions. Nothing limits liability for fraudulent misrepresentation.
16.8 Severance; waiver. If any provision is held invalid or unenforceable, it is severed and the rest continues. A failure or delay in exercising a right is not a waiver.
16.9 Governing law and jurisdiction. This Agreement is governed by the laws of Singapore. The Parties submit to the exclusive jurisdiction of the courts of Singapore, save that Simpli may seek injunctive relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information.
16.10 Counterparts and electronic execution. This Agreement may be executed in counterparts and accepted electronically; an electronic signature or click-acceptance is as effective as a handwritten signature under the Electronic Transactions Act 2010.
Execution
Executed by the Parties on the date of the Order Form.
For and on behalf of SIMPLI PRIVATE LIMITED
Name: __________________________
Title: __________________________
Signature: ______________________
Date: __________________________
For and on behalf of the RESTAURANT (as named in the Order Form)
Name: __________________________
Title: __________________________
Signature: ______________________
Date: __________________________