SIMPLE COMPLIANCE LTD. SERVICES AGREEMENT – TERMS AND CONDITIONS
(the “Terms and Conditions”)
1. The use of any SERVICES (the “SERVICES“) provided by Simple Compliance Ltd. (“Simple Compliance“) to the applicant (the “Applicant“) listed in the above credit application (the “Application“) is subject to these Terms and Conditions in addition to those listed in the Application. The Applicant agrees that use of the SERVICES by the Applicant or any of its directors, officers, employees, agents, consultants, contractors or other representatives is deemed to be acceptance of these Terms and Conditions.
2. The Applicant acknowledges and agrees that these Terms and Conditions and any terms incorporated herein by reference, as well as any terms and conditions on or attached to the Application, any terms printed on or otherwise governing the use of the SERVICES form, and any other terms other forming part of the Credit Agreement are binding terms on the Applicant.
3. The Applicant acknowledges that Simple Compliance is a Commercial Transportation Safety and Compliance services firm and that in addition to these Terms and Conditions the Applicant is also subject to any terms and conditions provided by the respective Third Party provider (the “Originating Provider“) with whom an engagement was directly established independently by The Applicant. The Applicant agrees that any dispute arising from, connected with or relating to the Services and the terms and conditions provided by the Originating Provider, and any claim by Originating Provider for loss or damage (including property damage) resulting from the acts or omissions of Applicant, are solely between the Applicant and Originating Provider and the Applicant will not make any claims, counterclaims, complaints, disputes, demands, causes of action, against Simple Compliance related to the Services or such disputes, and will indemnify Simple Compliance for any resulting claims by Originating Provider in accordance with Section 11. Simple Compliance assumes no liability for the failure of any Services to be honoured at any time.
4. If the Applicant’s Application is accepted, Simple Compliance will establish a line of credit for the Applicant based on the estimated purchases provided by the Applicant in its Application. Applicant’s current credit limit will be noted on Applicant’s Statements, and will also be accessible to Applicant through the Client Portal. Simple Compliance may change the line of credit limit at any time without notifying the Applicant in advance. Simple Compliance shall provide the Applicant with monthly statements (each a “Statement“) setting out the principal amount and any accrued interest owing on the Applicant’s account. Applicant consents to receiving statements by email or via the Simple Compliance Client Portal. Notwithstanding the creation of a line of credit provided by Simple Compliance, the Applicant agrees to pay in full the principal amount and any accrued interest owing in respect of all purchases on the Services by the date specified on the Statement. Any disputed charges must be advised to Simple Compliance in writing within 14 days of the Statement date, or the Statement will be deemed to be accurate. From time to time, Simple Compliance may exercise its discretion in extending the time period for payment of Services expenses however such discretion does not modify the required payments for any past or future payments. The Applicant agrees to pay interest on all past-due sums at a rate of 21% per annum compounded monthly, or the highest amount permitted under applicable law, whichever is lower.
5. Simple Compliance may suspend the Services and the Applicant’s account at any time without prior notice to the Applicant. Examples of circumstances where Simple Compliance might suspend the Applicant’s account include but are not limited to: (a) failure by the Applicant to fulfill any of the Applicant’s responsibilities under this Agreement including but not limited to the Applicant’s failure to pay sums when due; (b) if Simple Compliance suspects illegal, unauthorized or fraudulent use of the Services; (c) if Simple Compliance receives any information about the Applicant, the Guarantor or their respective principals that would lead it to believe that the Applicant may not be able to fulfill its payment obligations under this Agreement; or (d) for any other reason that Simple Compliance determines from time to time.
6. It is the sole responsibility of the Applicant to review and monitor any invoices or Statements provided by Simple Compliance for any discrepancies. Failure to report any inaccuracy within 14 days of receipt of an invoice or Statement will result in the Applicant waiving the right to any recourse related to the discrepancy as it relates to Simple Compliance. The Applicant shall be solely responsible for the use and distribution of the Services. Simple Compliance is not responsible for any improper transactions or disputed transactions invoiced to the Applicant.
7. The Applicant acknowledges that it is responsible for all indebtedness resulting from the authorized or unauthorized use of the Services provided by Simple Compliance. The Applicant agrees to pay for all purchases made on or with the provided Services regardless of whether the line of credit has been exceeded or not, and regardless of whether or not such purchases were made under the authority (express or implied) of the Applicant.
8. As security for the repayment of the indebtedness under the Services and any accrued and unpaid interest owing thereunder, the Applicant hereby grants a general security interest to Simple Compliance in all of the Applicant’s present and after acquired personal property and proceeds thereof and consents to the registration of that security by Simple Compliance in any jurisdiction where the Applicant now holds, or may in the future hold, any personal property.
9. The Applicant acknowledges that any payment which is not successfully processed or rejected due to Not Sufficient Funds (NSF) or any other declined payment method by the due date shall incur a charge of the lesser of $250 or 10% of the invoiced amount.
10. The Applicant understands that Simple Compliance expressly disclaims any liability arising from or related to the services provided, as all underlying data is collected, supplied, and maintained by third-party providers over whom Simple Compliance has no control.
11. The Applicant agrees to indemnify and hold Simple Compliance and its affiliates and their respective directors, officers, employees, agents, representatives, successor and assigns (the “Indemnitees“) harmless from any and all claims (including claims for damages, legal fees, costs (including any costs incurred in collecting any outstanding amounts), expenses and disbursements of any nature or kind, whatsoever and howsoever arising) counterclaims, complaints, disputes, demands, causes of action, including any third party claim, whether known or unknown, whether in law or in equity or pursuant to statutes, whether in a court of law or administrative body including, without limitation, liability or loss of all persons for injury, sickness, and/or death and for property damage resulting from or arising out of: (a) any breach of the Applicant’s covenants or obligations under these Terms and Conditions; (b) the acts or omissions, including any negligence or willful misconduct, by the Applicant or its directors, officers, employees, agents, consultants, contractors or other representatives; or (c) the provision of the Services to the Applicant or the use of the Services by the Applicant or its directors, officers, employees, agents, consultants, contractors or other representatives, whether based upon negligence, strict liability or otherwise.
12. The Applicant hereby represents and warrants that its principal offices are located in the Canadian province or US State indicated on the Application, and that they are organized or incorporated and remain in good standing, in the province or state indicated on the Application. Applicant shall promptly (but in any event, within 15 days) advise SIMPLE COMPLIANCE in accordance with Section 23, below, of any change in Applicant’s residence, legal status. financial position, authorized contact information, change of ownership, legal status, banking information, and any other information that may materially affect Applicant’s performance of its obligations or Simple Compliance’s exercise of its rights under this Agreement. Simple Compliance reserves the right to terminate this Agreement upon notice in the event of any material change in Applicant’s legal or financial status.
13. The Applicant acknowledges and agrees that if the Applicant’s Application is accepted by Simple Compliance the Applicant shall provide the security and personal guarantees as applicable indicated on the Application and is deemed to provide the security set forth in Section 8 of these Terms and Conditions.
14. Notwithstanding any other provisions in these Terms and Conditions, Simple Compliance reserves the right to cancel the Services at any time, for any reason or for no reason, upon written notice to the Applicant by way of email to the email address provided by the Applicant in the Application, or such other address as may be notified by Applicant to Simple Compliance from time to time in accordance with Section 23, below. Upon cancellation of the Services the entire balance of the Applicant’s indebtedness shall, at the option of Simple Compliance, become immediately due and payable. Cancellation of the Services or termination of the Credit Agreement shall not relieve Applicant of any existing payment obligations.
15. Any waiver by Simple Compliance of any breach of any term or condition herein contained shall not be considered to be a waiver of any subsequent breach of the same or any other term or condition and no indulgence or forbearance by Simple Compliance shall constitute a waiver of Simple Compliance’s right to insist on performance in full and in a timely manner of all obligations of the Applicant under the Application, these Terms and Conditions, or any security agreement provided in relation thereto.
16. Simple Compliance may upon at least one month’s advance notice to the Applicant by way of email to the email address provided by the Applicant in the Application (or such other address as Applicant may advise pursuant to Section 23), vary these Terms and Conditions. If Applicant does not agree with any variation, including any change made pursuant to Section 21, the Applicant may terminate the Credit Agreement upon written notice to SIMPLE COMPLIANCE. Applicant shall remain responsible for all indebtedness under the Services notwithstanding any variations to the terms or termnation of the Credit Agreement, and all outstanding amounts shall become immediately due and payable. The Applicant’s use of the Services after the effective date of the variation of these Terms and Conditions will be deemed to be acceptance by the Applicant of such new terms and conditions.
17. The Terms and Conditions, save as herein provided, shall enure to the benefit of and shall be binding upon the respective heirs, executors, administrators, successors and permitted assigns of the Applicant and Simple Compliance. The Applicant shall not assign or transfer, in any way, any Services provided to them by Simple Compliance or any of the Applicant’s rights or obligations under the Credit Agreement, in whole or in part, without Simple Compliance’s express prior written consent. Any assignment in violation of this provision shall be null and void.
18. The Guarantor identified below shall be jointly and severally liable with the Applicant for any and all debts owing under Services and all obligations of the Applicant contained herein shall be construed as being joint and several obligations thereof.
19. Each of the Applicant, the Guarantor and the Applicant’s contact person (in the case of a corporate Applicant) hereby consents to Simple Compliance collecting, using and disclosing credit, personal, financial and other information about that person to a third party for the purposes of the transaction contemplated herein. Personal information will be used, collected and disclosed only in accordance with Simple Compliance’s privacy policy, a copy of which is available here https://SIMPLECOMPLIANCE.ca/privacy/, (“Privacy Policy”) unless prior consent is obtained. Information that Simple Compliance collects may include name, address, email address, phone number, date of birth, and other information provided on the Application or identified in the Privacy Policy. While Simple Compliance will use commercially reasonable means to protect its systems and data, it cannot be liable for any loss or damages, or unauthorized access by third parties, except to the extent resulting directly from Simple Compliance’s gross negligence or wilful misconduct.
20. The Applicant acknowledges receipt of notice that, AT ANY TIME AT ITS SOLE DISCRETION, Simple Compliance may obtain reports about the Applicant from credit reporting agencies. The Applicant may be denied credit as a result of the evaluation of Applicant’s financial information, or if any information provided in the Application is not true or complete. Simple Compliance may disclose the Applicant’s information to any credit reporting agency, credit bureau, collection agency, financial institution, bank, any party with whom the Applicant has had or may have financial relations or to any person as required by law. THE APPLICANT HEREBY RELEASES SIMPLE COMPLIANCE FROM ANY AND ALL LIABILITY FOR ANY CLAIMS, LOSSES, COSTS OR DAMAGES WHICH ARISE OR RESULT FROM SIMPLE COMPLIANCE’S COLLECTION, USE OR DISCLOSURE OF APPLICANT’S INFORMATION IN ACCORDANCE WITH THESE TERMS AND CONDITIONS, INCLUDING THE SIMPLE COMPLIANCE PRIVACY POLICY https://SIMPLECOMPLIANCE.ca/privacy/, AS APPLICABLE. THE APPLICANT ACKNOWLEDGES AND AGREES THAT IF APPLICANT WITHDRAWS ITS CONSENT TO THE COLLECTION AND DISCLOSURE OF ITS INFORMATION, SIMPLE COMPLIANCE MAY, BUT IS UNDER NO OBLIGATION TO CONTINUE TO PROVIDE THE APPLICANT WITH ANY PRODUCTS OR SERVICES.
21. Simple Compliance reserves the right to amend pricing structures, including but not limited to the Services pricing discount for payment, at any time upon not less than 30 days prior written notice to the Applicant.
22. These Terms and Conditions are the confidential and proprietary information of Simple Compliance. The Applicant shall not disclose these Terms and Conditions to any person who is not a partner, director, officer, employee, advisor or bona fide authorized representative of the Applicant without the prior written consent of Simple Compliance, except if and to the extent to which such disclosure is required by law (in which case, Applicant shall endeavour to provide Simple Compliance with prior written notice of the required disclosure). Violation of this term will result in forfeiture of the Credit Agreement.
23. Any notice to Simple Compliance pursuant to these Terms and Conditions or any part of the Credit Agreement, shall be in writing and sent to the address set out at the head of the Credit Agreement, or such other address for notice as Simple Compliance may advise from time to time. Without limitation, Applicant agrees to promptly (but in any event, within 15 business days) notify SIMPLE COMPLIANCE of any change to the Applicant’s authorized contact information and, if different, address for the delivery of notice. Applicant consents to the receipt of any notices and any other communications from Simple Compliance via email and other forms of electronic communication. Applicant acknowledges that electronic communications cannot be guaranteed to be secure, and accepts the risks associated with the transmission of information electronically.
24. These Terms and Conditions shall be construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, shall be deemed to have been made in such Province and to be performed there. The courts situate in British Columbia shall have jurisdiction over all disputes which may arise under these Terms and Conditions, provided that nothing herein contained shall prevent Simple Compliance from proceeding at its election against the Applicant in the courts of any other province or country.
25. Should any of the terms and conditions set out in these Terms and Conditions, or any part thereof, be declared or held to be invalid or unenforceable for any reason, the invalidity or unenforceability will not affect the validity of the remainder of the Terms and Conditions, which will continue in full force and effect and be construed as if the Terms and Conditions had been accepted and agreed to without the invalid or unenforceable portion.
26. The Applicant acknowledges that, in addition to any Services provided for Canada, subject to any required approvals Applicant will have the option to be provided with a Services for usage in the United States of America.
27. The undersigned represents and warrants to Simple Compliance that he, she or it (a) has reviewed, understands and agrees to be bound by these Terms and Conditions and of the other documents comprising the Credit Agreement, and (b) has been given an opportunity to obtain independent legal advice with respect to the subject matter of this Guarantee and the transactions contemplated hereby, and represents and warrants to SIMPLE COMPLIANCE that the undersigned has sought and obtained such independent legal advice as the undersigned considers necessary or advisable in connection herewith, or waives such advice.
28. The Applicant represents and warrants to the Simple Compliance that the Applicant has submitted the Application and is entering into the Credit Agreement for a business purpose and not for personal, family or household purposes.
29. The parties agree that Credit Agreement, and any other documents to be executed by the parties, may be executed and/or transmitted by electronic means, including via digital counterparts, and that such documents, once executed by the parties, shall be valid and binding.
If you would like information about your Application, Statements or any other matter related to your Application or the Credit Agreement (including these Terms and Conditions) please contact Simple Compliance at 1-778-386-2143 or in writing at the addresses referenced in Section 23, above.