Terms of Service

These Terms of Service (the “Terms”) form a binding agreement between you (“Customer”, “you”) and Simplits Limited, a company incorporated in Hong Kong with its registered office at Unit B6, 12th Floor, Wing Wah Building, No. 677 King’s Road, Quarry Bay, Hong Kong Island, Hong Kong (“Simplits”, “we”, “us”).

By creating an account, clicking “I agree”, or using the Service in any way, you confirm you have read, understood, and accept these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, in which case “you” refers to that entity.

If you do not agree to these Terms, do not access or use the Service.

“Service” means the Simplits software-as-a-service platform, including web applications, APIs, dashboards, documentation, and any related software or services made available by Simplits.

“Customer Data” means any data, content, or material you or your users submit, upload, or transmit to the Service, including marketplace order data synced through the Service.

“Subscription” means your paid or free right to access the Service during a subscription term.

“Documentation” means the user guides, API references, and operational documentation we make available for the Service.

To use the Service, you must create an account and provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account.

You must be at least 18 years old and legally capable of entering into a binding contract. The Service is intended for business use by marketplace sellers and their teams; it is not intended for personal or household use.

You must notify us promptly of any unauthorised access or suspected security incident affecting your account.

Access to paid features requires an active Subscription. Fees, billing frequency, and included usage are set out in the plan you select at checkout or in an order form signed with us.

Unless stated otherwise, all fees are quoted in United States dollars, are exclusive of taxes, duties, and withholdings, and are non- refundable. You authorise us (and our payment processor) to charge your chosen payment method on each renewal until you cancel.

Subscriptions renew automatically at the end of each term. You may cancel a renewal at any time from your account settings; cancellation takes effect at the end of the then-current term.

We may change fees for future renewal terms by giving you at least 30 days’ prior notice. Your continued use of the Service after the effective date of a price change constitutes acceptance of the new fees.

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your Subscription, solely for your internal business operations.

All rights not expressly granted to you are reserved by Simplits and its licensors.

You agree not to, and not to permit any third party to:

• use the Service in violation of any applicable law, regulation, or third-party right, including marketplace terms of service you are subject to;
• reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent this restriction is prohibited by law;
• interfere with, disrupt, or place an unreasonable load on the Service, including by bypassing rate limits or security controls;
• upload or transmit malware, harmful code, or content that is unlawful, infringing, defamatory, or invasive of privacy;
• use the Service to build a competing product or service, or to benchmark the Service for the benefit of a competitor;
• resell, sublicense, or otherwise make the Service available to any third party, except as expressly permitted by these Terms.

We may suspend or limit your access to the Service to protect the Service, our users, or third parties from harm, or to comply with legal process. Where practicable, we will give notice before suspending access.

You retain all rights, title, and interest in and to Customer Data. You grant Simplits a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit, and display Customer Data solely as necessary to provide and support the Service.

You are responsible for the accuracy, quality, and legality of Customer Data and for ensuring you have the necessary rights and consents to submit it to the Service.

Our processing of personal data on your behalf is governed by our Privacy Policy and, where applicable, a Data Processing Addendum (DPA) incorporated by reference.

The Service may interoperate with third-party services, including marketplaces, payment processors, and logistics providers. Your use of any third-party service is subject to that third party’s own terms. We are not responsible for the availability, accuracy, or practices of any third-party service.

You authorise us to exchange data with third-party services on your behalf as necessary to provide the features you enable.

The Service, Documentation, and all related software, content, designs, trade marks, and know-how are owned by Simplits or its licensors and are protected by intellectual property laws. Except for the limited licence granted in Section 5, these Terms do not transfer any rights to you.

If you submit feedback, ideas, or suggestions about the Service, you grant us a perpetual, irrevocable, royalty-free licence to use them without restriction or compensation.

Each party may have access to information of the other that is confidential. The receiving party will use confidential information only to perform its obligations under these Terms and will protect it with at least the same degree of care it uses for its own confidential information (and no less than a reasonable standard of care).

Confidential information does not include information that is or becomes publicly available without breach of these Terms, was known to the receiving party without a duty of confidentiality, or is independently developed without use of the disclosing party’s information.

We will provide the Service with reasonable skill and care and in substantial conformity with the Documentation.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SIMPLITS DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CUSTOMER DATA WILL BE SECURE OR NOT LOST OR ALTERED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO SIMPLITS UNDER THESE TERMS IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Nothing in these Terms excludes or limits either party’s liability for fraud, gross negligence, wilful misconduct, or any other liability that cannot be excluded or limited under applicable law.

You will defend, indemnify, and hold harmless Simplits and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, losses, and reasonable expenses (including legal fees) arising out of or relating to (i) your Customer Data, (ii) your use of the Service in breach of these Terms or applicable law, or (iii) your violation of any third-party right, including any marketplace terms of service.

These Terms start on the date you first accept them and continue for as long as you have an active Subscription or access to the Service.

Either party may terminate these Terms for material breach by the other party if the breach is not cured within 30 days after written notice. We may suspend or terminate your access immediately if you breach Sections 6 (Acceptable use) or 9 (Intellectual property), or if continued provision of the Service would violate law or expose us to material risk.

On termination, your right to access the Service ends. We will make Customer Data available for export for 30 days after termination, after which we may delete it in accordance with our retention policies. Sections that by their nature should survive termination will survive, including those relating to fees accrued, intellectual property, disclaimers, limitation of liability, indemnity, and governing law.

We may modify the Service from time to time to improve it or for security, legal, or regulatory reasons. We will not make changes that materially reduce the core functionality of a paid plan during a pre-paid term.

We may update these Terms by posting the revised version and updating the “Last updated” date above. For material changes, we will provide reasonable notice, for example by email or in-product notification. Continued use of the Service after the effective date of the revised Terms constitutes acceptance.

These Terms are governed by the laws of the Hong Kong Special Administrative Region of the People’s Republic of China, without regard to its conflict-of-laws principles.

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, will be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force at the time of the notice of arbitration. The seat of arbitration will be Hong Kong, the language will be English, and the tribunal will consist of one arbitrator.

Notwithstanding the above, either party may seek injunctive or equitable relief from a court of competent jurisdiction to protect its intellectual property or confidential information.

These Terms, together with any order form, DPA, and the Privacy Policy, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements concerning the Service.

You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets.

If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect. Failure to enforce any right is not a waiver of that right.

These Terms do not create any agency, partnership, joint venture, or employment relationship. There are no third-party beneficiaries.

For questions about these Terms, contact us at: