Terms & Conditions for Sellers

‍Last Revised: October 23, 2024

These Terms and Conditions (the “Terms”) govern the relationship between “SIMPLER GROUP LTD” located at 128 City Road, London, EC1V 2NX (hereinafter referred to as “Simpler,” “we,” or “us”) and Seller (hereinafter referred to as "Seller", "Sellers", or "you"). Sellers registered in Greece are contracted with the subsidiary of Simpler under the name " Simpler Single Member P.C", based in Greece. Hence, the Terms are applicable as between you and the specific Simpler entity designated according to your jurisdiction.

By accepting these Terms, you confirm that you are authorized to enter into this agreement on behalf of the Seller. By registering as a Seller, you agree to be bound by:

These Terms, and
The Terms and Conditions of our integrated Payment Service Providers (pl. see section 4 below).

If you do not agree with any part of the above Terms and Conditions, you must refrain from using the Services.

In case Sellers have entered into a separate agreement with Simpler ("Additional Agreement"), both the Terms and the Additional Agreement shall apply.

Simpler reserves the right to amend these Terms at any time. In such cases, Simpler will update the Terms on the Website to keep you informed. By continuing to use Simpler's services after any amendments, you unconditionally agree to the updated Terms.

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1. Background

Simpler provides a streamlined online shopping experience, enabling users to check out with just one click—no password required. We deliver a fast, secure, and straightforward buying experience across hundreds of retailers and various channels (the “Service”). Through Simpler’s Merchant Dashboard, you can efficiently manage all your orders from a centralised platform. Simpler is a valuable tool for businesses looking to enhance sales by offering customers an exceptional shopping experience, allowing them to check out in seconds from anywhere.

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2. Definitions and Interpretation

Except where the context requires otherwise, the following terms shall have the meanings set forth below:

“Business Day” means any day (other than Saturday or Sunday) on which banks in England are generally open for normal banking transactions.;

“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;

“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;

“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.

"Shopper" or "Shoppers" means any customer, a natural person, who intends to purchase goods or services through Simpler Checkout. Shoppers may also be Users, except when using the Checkout Takeover Service via Guest Checkout.

“User” or “Users” refers to Shoppers who are also registered with Simpler.

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In these Terms, unless the context otherwise requires:some text
1. words importing the singular include the plural and vice versa, words importing a gender include every gender;
2. 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;
3. 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
4. headings are for convenience of reference only and shall not affect the interpretation of these terms.

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3. Service

Simpler provides a technical solution for the checkout process (hereinafter “Simpler Checkout”), which is integrated into the Seller’s online store according to the Terms and/or the Additional Agreement(s) and/or special arrangement in writing (hereinafter “the Service”).
Simpler does not assume the Seller’s role in the purchasing or order placement process. Instead, Simpler facilitates the placement of orders, which remain subject to the Seller’s Terms and Conditions and Privacy Policy. Additionally, Simpler enables payment facilitation through independent Payment Service Providers, as outlined in clause 4. Simpler itself does not act as a payment provider and does not process payments on behalf of the Seller or the Payment Service Providers.
The Service is available to Users.
Under certain circumstances, both Parties may agree to establish Simpler Checkout as the primary checkout method provided by the Seller, meaning that Simpler Checkout will replace the Seller’s checkout and be the main option for completing transactions. This service shall hereinafter be referred to as “Checkout Takeover”. The Checkout Takeover is available to individuals, who may either choose Guest Checkout (Shoppers) or register with Simpler (Users).
Simpler agrees to provide the Service to the Seller in exchange for Fees, in accordance with these Terms and/or the Additional Agreement(s) and/or special arrangement in writing.
When Shoppers/Users choose to make a purchase from the Seller’s store, they enter into a contractual relationship with the Seller. Simpler is not a party to this contract and, therefore, is not responsible for the provision, quality, or any other aspect of the goods or services provided by the Seller. Simpler solely acts as the technical provider of the checkout service and is not a party to any Transaction. Simpler maintains its own contractual relationship with Shoppers/Users - provided they are also Users, and the Seller agrees not to interfere with this relationship or the terms associated with it.
If Shoppers/Users choose to purchase products using the “Cash on Delivery” method, Simpler will only transfer the Shoppers/Users ' data to the Seller to facilitate order processing.
The Seller is responsible for paying, withholding, filing, and reporting all taxes, duties, and other government assessments related to their activities in connection with Checkout Transactions. This includes responsibility for any applicable sales taxes, which may be due on the full amount charged to the Shopper, rather than the amount received by the Seller after deductions for fees by Simpler and its payment providers. Therefore, the Seller should carefully review the terms and conditions of the Payment Service Providers, and if they do not with those terms, they should refrain from using Simpler’s Service.
To streamline the checkout process, the Seller agrees to share encrypted cardholder tokens across Simpler’s network of Sellers. This functionality is facilitated through tokenization services provided by payment providers contracted by Simpler.

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4. Payment Service Providers

The Seller acknowledges that Simpler reserves the right to engage payment service providers at its sole discretion. Simpler may suspend, modify, or change any payment service provider at any time.
The current payment service providers (hereinafter “Payment Service Providers”) are the following
1. Bluesnap
2. Antom
The Seller agrees to review, understand, and accept the Terms of Use of the listed Payment Service Providers, as well as any additional providers introduced by Simpler upon notification, which are accessible here: Bluesnap, Antom
Payment facilitation is also provided through other independent payment providers ("Payment Methods Providers"), including but not limited to: some text
1. Klarna
2. Revolut
3. Paypal
4. Apple Pay
5. Google Pay
When Shoppers/Users select a Payment Method Provider offered by Simpler, they agree applicable Terms and Conditions. The Seller also agrees to adhere to these Terms and Conditions.
The Seller acknowledges and agrees that the Payment Service Providers and Payment Methods Providers, are solely responsible for processing payments according to their Terms and Conditions. As such, any claims, complaints, or inquiries regarding payment processing must be directed to the respective Payment Service Provider. Simpler shall not be held liable for any issues related to payment processing.
The Seller acknowledges and agrees that the Shoppers/Users are solely responsible for realizing payments. As such, any claims, complaints, or inquiries regarding payment must be directed to the Shoppers/Users. Simpler shall not be held liable for any issues related to fulfilment of payments.

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5. Subscription, Fees and Charges

Simpler offers a paid Service, according to the pricing offering available at this link ⁠. Pricing may vary by location and will be based on the billing information you provide us at the time of purchase.
The pricing outlined in clause 5.1 applies to all Sellers who join Simpler on or after 23 October 2024.
Sellers who joined Simpler before 23 October 2024 shall continue with their existing pricing scheme until further notice.
Sellers who enter or have entered into an Additional Agreement or a special arrangement in writing with Simpler shall retain the agreed pricing scheme as stipulated in the respective Additional Agreement or specific arrangement. All other provisions of the present Terms shall remain in full force and effect.
Simpler reserves the right to change its prices at any time. If you are on a subscription plan, changes to pricing will not apply until your next renewal or thirty (30) days after notice, whichever is later.
Simpler reserves the right to suspend the Seller’s account for failure to pay the subscription fee for any reason.
You can stop using the Service and/or cancel your subscription at any time by contacting Simpler at support@simpler.so. If you cancel your subscription, you will not be entitled to a refund of any fees already paid and any outstanding fees will become immediately due and payable.
Simpler may offer you a free trial to allow you to try our Service. Simpler reserves the right to determine and/or modify the eligibility requirements and duration of free trials. Upon the conclusion of your free trial, Simpler will automatically charge the relevant subscription fee for the next billing cycle to your designated payment method, unless you cancel your subscription before the end of the free trial period. If you choose not to enter into a paid subscription by the end of the free trial, your access to the Service will be terminated.
You agree that Simpler may contact you and your designated employees-contact persons at any time by email, push notifications, or other method with information relevant to your subscription, billing, and use of the Service.
Depending on your arrangement and/or subscription plan, Simpler may additionally charge an additional fee as follows:some
1. Checkout Fee: For each sum paid by Shoppers/Users 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.
2. Chargebacks (“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 the Seller, the 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 the Seller for a lower price, Simpler may choose to lower its Fees to match that lower rate in its sole discretion.
3. In certain cases when the Seller requests a custom implementation for integrating with Simpler additional setup fees might incur (“Installation Fees”). Such fees are described in the Additional Agreement or its most recent versions.
4. “Currency conversion fees" may be charged for Checkout Processed in different currencies than the Seller's base currency.
5. "Fraud Management Fees" may be charged to "Checkout processing fees" for reducing the number of Fraudulent transactions.
6. "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.
Unless otherwise specified, after processing all relevant transactions, Simpler will pay to the 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. If a Seller refunds a payment to Shoppers/Users, Simpler may still charge Seller all relevant Fees, as if Shopper’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.

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6. Seller's Obligations

Except as expressly set forth in the Terms, the Seller shall not (and shall not permit any third party to), directly or indirectly:some text
1. 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);
2. modify, translate, or create derivative works based on the Service;
3. copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service;
4. use the Service for the benefit of a third party (unless otherwise expressly agreed to by the parties);
5. remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof;
6. use the Service to build an application or product that is competitive with any Simpler product or service;
7. interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or
8. 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).
The 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 Seller Dashboard.
The 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.
Τhe Seller must draft, publish, and continuously maintain its terms of service to ensure they are always accessible to Shoppers/Users. In the event of any conflict or inconsistency between the Seller's Terms of Service and Simpler's Shopper Terms, both parties agree that Simpler's Shopper Terms and the terms of this agreement shall take precedence. If either the Seller or the Shopper violates the Seller’s Terms of Service, Simpler shall not be held responsible.
The Seller is solely responsible for promoting and advertising its products at its own cost. Simpler has no obligation to participate in or support any marketing activities as part of the Service. The Seller must ensure that all marketing efforts comply with applicable laws and regulations.

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7. Reward Programs

The Seller acknowledges and accepts that Simpler has the right to initiate reward programs and campaigns, in which the Sellers are presumed to participate. If the Seller does not wish to participate in a Reward Program, they must notify Simpler via email at support@simpler.so.
The Terms and Conditions governing Reward Programs are incorporated in these Terms and can be accessed at the following links:
Simpler Coins
MasterCard & Simpler

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8. Term and Termination

These Terms shall take effect the first time you register with Simpler as a Seller and shall continue in full force and effect until the termination of your subscription and/or your special arrangement.
If Simpler, in its reasonable discretion, determines that you or your use of the Service violate these Terms, Simpler may take one or more of the following actions: (i) suspend your access to the Service; (ii) terminate and delete your account along with all data associated with that account (iii) disclose the prohibited actions to appropriate government authorities.
In the event of a violation of these Terms and Conditions, we reserve the right to terminate your access to the Service and remove all associated content from your account.
If your subscription is terminated for cause due to a default by Simpler, Simpler shall provide a prorated refund of any prepaid fees for the Service, covering the period from the effective date of termination to the end of your current subscription term. However, if the termination of the partnership or your subscription is due to a violation on your part, no refund will be issued, and you shall be required to immediately pay any outstanding fees for the remaining period of your subscription.
Upon any expiration or termination of your partnership with Simpler, you shall cease using the Service. You will lose access to your Dashboard, and any other information related to the Service (and we may delete all such data unless legally prohibited) after expiration or termination of your subscription. Unless your account was terminated due to a Violation, you can download or export your Dashboard using the functionality of the Service prior to the expiration or termination of your subscription. If your account has been terminated due to a Violation, you may not create a new account unless you receive Simpler’s written permission.
The remaining clause of the present Terms shall survive any expiration or termination of these Terms.

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9. Intellectual Property

All Intellectual 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.
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.
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.
Simpler may use the Seller’s trademarks, logos, and other intellectual property solely for promotion of their partnership, at Simpler’s sole discretion.

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10. Confidentiality

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.
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Clause 10.1 does not prohibit disclosure of Confidential Information to:
1. 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
2. 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.
Clause 10.1 does not apply to information which the receiving Party can show by reference to documentary or other evidence:
1. was rightfully in its possession before the start of discussions between the Parties relating to these Terms; or
2. is already public knowledge or becomes so at a future date; or
3. is received from a third party who is not under an obligation of confidentiality in relation to the information; or
4. is developed independently without access to, or use of or knowledge of, the confidential information.
5. The obligations of confidentiality under this clause 10 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.
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11. Protection of Personal Data

Both Simpler and the Seller agree to comply with the applicable legal framework relating to privacy and personal data protection, including but not limited to General Data Protection Regulation (GDPR).
Simpler acts as a Data Controller, as defined by the GDPR, for the processing of personal data of its Users in relation to their registration with Simpler, as part of their contractual relationship.
The Seller acts as the Data Controller for the processing of personal data of its Shoppers in connection with the purchase of goods and services through their online store, as part of their contractual relationship.
In connection with the Service, Simpler transfers to Sellers the Users’ personal data necessary for processing and fulfilling their orders. The Seller agrees to use this data solely for managing orders, payments, and deliveries. If the Seller intends to use Users’ data for any other purpose, they will act as the Data Controller and must ensure that such processing is lawful and compliant with applicable regulations. To that end, both Parties agree to enter into a Data Processing Agreement for provision of Services.
In connection with the Checkout Takeover, Simpler acts as a Data Processor on behalf of the Seller and collects Shoppers’ data on the Seller’s behalf, unless Shoppers also choose to register with Simpler, during the checkout process. In such cases, clauses 11.1 to 11.4 will apply. To that end, both Parties agree to enter into a Data Processing Agreement for provision of Checkout Takeover. However, if Shoppers opt for Guest Checkout (without registering with Simpler), clauses 11.1 and 11.5 will apply.
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12. Indemnification

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.
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).
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.
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13. Liability

Nothing in these Terms shall exclude or limit the Seller’s liability for:some text
1. fraud or fraudulent misrepresentation; or
2. any breach of the undertakings related to Consumer Law or Sale of Goods Act or
3. any other liability that cannot be excluded or limited by law.
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:some text
1. any delay or failure by the other Party in performing its obligations under these Terms; or
2. following the other Party’s reasonable instructions.
Notwithstanding any other provision in these Terms, in no event shall either Party be liable to the other Party for:some text
1. 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
2. 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.‍
Simpler is not responsible for any deficiencies in goods, non-delivery, or delays in delivery. The Seller retains full responsibility for the quality and timely delivery of the products.
Simpler is not responsible for verifying the data that Shoppers/Users provide during Simpler Checkout.
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14. Disclaimers

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.
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.
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.

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15. Assignment and Subcontracting

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These Terms may not be assigned by either Party without the other Party’s prior written consent.
Without prejudice to the provisions of clause 15.1:some text
1. Simpler may at any time sub-contract the provision of the Service, including without limitation to any company within Simpler’s Group; and
2. 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. Force Majeure

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:some text
1. 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
2. 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:some text
1. immediately telling the other Party in writing of the reasons for the delay and the likely duration of the delay; and
2. 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.
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):some text
1. any costs arising from that delay will be borne by the Party incurring the same
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17. Miscellaneous

These Terms constitute the entire agreement between the Seller and Simpler regarding the subject matter and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between the parties, except as otherwise stated in these Terms.
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.
Any amendment or variation to these Terms shall be made only by express written agreement between the Parties.
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.
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.
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.
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.
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.
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.
For Sellers contracting with "Simpler Group LTD", the terms shall be governed by and construed in accordance with Law of United Kingdom and each party irrevocably submits to the exclusive jurisdiction of the United Kingdom 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.
Any amendment or variation to these Terms shall be made only by express written agreement between the Parties.
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.
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.
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.
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.
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.
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.
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.

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Data Processing Addendum for provision of Service

This Data Processing Addendum (hereinafter referred to as the "DPA") forms part of the Terms between Simpler and Seller and specifies the rights and obligations of the Parties. If your account is located in Greece, you enter this DPA with Simpler Single Member P.C. If your Account is located elsewhere, you enter this DPA with Simpler Group LTD. Accordingly, references in this DPA to “Simpler” mean either entity, as applicable.

The Parties agree that in connection with the Service, Simpler acts as a Data Controller for the processing of Users’ personal data and Seller acts as Data Processor for the purpose of processing and fulfilling orders. In consideration of the Parties’ mutual rights and obligations set out in the Terms and this DPA, the Parties agree as follows:
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Definition

Capitalised terms used herein shall have the meaning assigned to them in the Terms. 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 refers to any Personal Data of Users who wish to make purchases at the Seller’s e-shop.

Data Subjects means Users.

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

Processor or Data Processor refers to the Seller.

Controller or Data Controller refers to the Simpler.

Obligations

Seller shall process Personal Data only on behalf of Simpler and in strict accordance with Simpler’s written instructions. Processor may only processes the Personal Data required to provide its services. Processor does not process or use Personal Data for purposes other than those required for the provision of its services and only to the extent that it becomes necessary. Any additional processing that does not fall within the scope of the abovementioned purpose renders said party a Data Controller for those processings.
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 Terms, this DPA and applicable law. Processor 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. Processor shall not perform its obligations under the Terms 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.
Processor is committed to:

cooperate, assist, and provide the Controller 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 Controller 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.

Processor 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 Terms and DPA:

provide adequate safeguards in terms of technical knowledge and personal integrity for confidentiality; are under the direct supervision of Processor;
have been informed and committed in advance as to the confidentiality of such Personal Data; are aware of and follow Controller’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.

Processor shall not transfer the Personal Data outside national borders unless authorised by Controller. 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);

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

the name and contact details of Processor, and of each Controller, as well as the Data Protection Officer (where applicable);
the categories of processing carried out on behalf of Processor;
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.

Processor shall make available to the Controller 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 Personal Data, by the Controller or an auditor mandated by the Controller.
Processor agrees and warrants that it will promptly notify the Controller 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.

Processor shall provide to Controller 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.
Processor shall identify any possible sub-processors to Controller and their use is subject to Controller’s authorisation; ensures that, where Processor engages another processor for carrying out specific processing activities, as authorised by the Controller, the same data protection obligations as set out in the Terms or other legal act between the Controller and Processor are imposed on that other processor by way of a contract;
Upon termination of the partnership with Simpler or anytime, Processor shall promptly delete and procure the deletion of all copies of Personal Data. If and to the extent a deletion is not reasonably practicable, Processor shall ensure that the Personal Data concerned are anonymised or permanently blocked and protected against unauthorised access, disclosure or use. Controller may in its absolute discretion by written notice require Processor to return a complete copy of all Personal Data by secure file transfer in such format as is reasonably notified by the Controller to Processor. Processor 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 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 Controller, Processor shall provide written certification to the Controller that it has fully complied with this Section.
Processor will compensate Controller 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.
For the avoidance of doubt, personal data related to this Addendum does not include Users’ financial data. Simpler does not collect personal data related to payment cards or other financial information. The processing of payment is solely responsibility of the Payment Service Providers and Payment Methods Providers. To that effect, Simpler only transfer to the Seller the last four digits of the payment card, solely for transaction verification purposes.
Simpler does not transfer any personal data related to the preferences and/or profiling of its Users to the Seller. Therefore, such data is not included in this Addendum.
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Data Processing Addendum for provision of Checkout Takeover

This Data Processing Addendum (hereinafter referred to as the "DPA") forms part of the Terms between Simpler and Seller and specifies the rights and obligations of the Parties. If your account is located in Greece, you enter this DPA with Simpler Single Member P.C". If your Account is located elsewhere, you enter this DPA with Simpler Group LTD. Accordingly, references in this DPA to “Simpler” mean either entity, as applicable.

The Parties agree that, in connection with the Checkout Takeover, if Shoppers opt for Guest Checkout (without registering with Simpler), Seller acts as the Data Controller for the processing of Shoppers’ personal data and Simpler acts as Data Processor for providing the technical solution for checkout. In consideration of the Parties’ mutual rights and obligations set out in the Terms and this DPA, the Parties agree as follows:
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Definition

Personal Data refers to any Personal Data of Shoppers who wish to make purchases at the Seller’s e-shop without registering with Simpler.

Data Subjects means Shoppers.

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

Processor or Data Processor refers to the Simpler.

Controller or Data Controller refers to the Seller.
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Obligations

Simpler shall process Personal Data only on behalf of Seller and in strict accordance with Seller’s written instructions. Processor may only process the Personal Data required to provide its services. Processor does not process or use Personal Data for purposes other than those required for the provision of its services and only to the extent that it becomes necessary. Any additional processing that does not fall within the scope of the abovementioned purpose renders said party a Data Controller for those processings.
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 Terms, this DPA and applicable law. Processor 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. Processor shall not perform its obligations under the Terms 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.
Processor is committed to:

cooperate, assist, and provide the Controller 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 Controller 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.

Processor 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. Simpler ensures that the persons (employees or agents) authorised to process Personal Data under the Terms and DPA:

provide adequate safeguards in terms of technical knowledge and personal integrity for confidentiality; are under the direct supervision of Processor;
have been informed and committed in advance as to the confidentiality of such Personal Data; are aware of and follow Controller’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.

Processor shall not transfer the Personal Data outside national borders unless authorised by Controller. 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);

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

the name and contact details of Processor, and of each Controller, as well as the Data Protection Officer (where applicable);
the categories of processing carried out on behalf of Processor;
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.

Processor shall make available to the Controller 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 Personal Data, by the Controller or an auditor mandated by the Controller.
Processor agrees and warrants that it will promptly notify the Controller 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.

Processor shall provide to Controller 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.
Processor shall identify any possible sub-processors to Controller and their use is subject to Controller’s authorisation; ensures that, where Processor engages another processor for carrying out specific processing activities, as authorised by the Controller, the same data protection obligations as set out in the Terms or other legal act between the Controller and Processor are imposed on that other processor by way of a contract;
Upon termination of the partnership with Simpler or anytime, Processor shall promptly delete and procure the deletion of all copies of Personal Data. If and to the extent a deletion is not reasonably practicable, Processor shall ensure that the Personal Data concerned are anonymised or permanently blocked and protected against unauthorised access, disclosure or use. Controller may in its absolute discretion by written notice require Processor to return a complete copy of all Personal Data by secure file transfer in such format as is reasonably notified by the Controller to Processor. Processor shall comply with any such written request.
Simpler 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 Simpler shall ensure that such retained 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 Controller, Processor shall provide written certification to the Controller that it has fully complied with this Section.
Processor will compensate Controller 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.
For the avoidance of doubt, personal data related to this Addendum does not include Shoppers’ financial data. Simpler does not collect personal data related to payment cards or other financial information. The processing of payment is solely responsibility of the Payment Service Providers and Payment Methods Providers. To that effect, Simpler only transfers to the Seller the last four digits of the payment card, solely for transaction verification purposes.
Simpler does not transfer any personal data related to the preferences and/or profiling of its Users to the Seller. Therefore, such data is not included in this Addendum

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