Terms And Conditions - Simple Compliance

1. Introduction

1.1 These Terms of Service (“Terms”) are a legal agreement between you, (referred to as “Customer”, “Administrator”, and/or “End User”), and Simple Compliance Ltd. and its subsidiaries (referred to as “Simple Compliance Ltd.”, “we”, “our”, or “us“) (individually “Party” and collectively the “Parties”) and, unless you and Simple Compliance Ltd. agree in a signed written document, govern your use of and access to Simple Compliance Ltd.’s services, including the Simple Compliance Ltd.’s virtual or digital tools (as defined herein) and any software, hardware, mobile applications, tools, features, and other products and services that are made available through our website SimpleCompliance.ca or otherwise made available by us (collectively, and together with the items set forth in the definition of Simple Compliance Ltd. Services, “Services“).

1.2 The Customer acknowledges and agrees that any terms and conditions on the Application and any terms printed on any Agreement form part of these Terms and Conditions and are binding terms on the Customer. The Customer acknowledges further that these Terms and Conditions are not the sole conditions to the Application.

2. General Service Terms

Provision of Services

Customer and End Users may access and use the Services solely in accordance with these Terms, the Documentation and applicable laws. You may only use our Services and Hardware in accordance with these Terms.
Customer agrees that it has not relied on the availability of any future functionality of the Services or any other future product or service in executing these Terms or any Order Form. Customer acknowledges that information provided by Simple Compliance Ltd. regarding future functionality should not be relied upon to make a purchase decision.

2.3 Telephone Communications

By providing any phone numbers, Customer consents to Simple Compliance Ltd., our affiliates, or partners contacting Customer for the following purposes:

Account notifications and troubleshooting;
Dispute resolution and debt collection; or
As necessary to service Customer’s account or enforce these Terms, policies, applicable law, or any other applicable agreement we may have with you.

3. Customer Use of the Services

3.1 Customer Responsibilities.

Customer is responsible for any use of the Services through its account, including all use of the Services by Customer’s End Users and Administrators. Customer’s responsibility extends to End Users and Administrators, including the use, damage, or misuse of the Hardware, as further set forth in these Terms. Customer is responsible for (a) obtaining consents, approvals, and/or authorizations from any employee and/or third party that are necessary for Simple Compliance Ltd. to collect the Customer Data and (b) complying with any laws necessary to allow the operation of the Services, collection of Customer Data and End User data, and permission for Simple Compliance Ltd. to process, store, and transfer Customer Data and End User data including but not limited to complying with the Personal Information Protection and Electronic Documents Act.. In addition, Customer is solely responsible for all of its own software, network and internet connection costs related to its use of the Services (including internet connections needed for any firmware or other software updates released by Simple Compliance Ltd.), including but not limited to mobile phone or mobile network data usage fees and applicable roaming charges which are provided by the Customer’s or End User’s mobile network provider under the Customer’s or End User’s separate contracts with them. Simple Compliance Ltd. is not responsible for these third-party data services or any related costs.

3.2 Compliance with Laws and Regulations

Simple Compliance Ltd., Customer and End User assume responsibility for their compliance with all applicable laws and regulations, including but not limited, the Personal Information Protection and Electronic Documents Act. While Simple Compliance Ltd. agrees to create accurate reports based on the information that it receives from Customer and End Users, it is Customer’s sole responsibility to maintain compliance standards for IFTA filing and FMCSA Hours of Service of drivers.

3.3 End User Accounts

Customer may provision accounts for End Users to access Customer’s Services account. Customer is responsible for maintaining the confidentiality of account credentials used by End Users to access the Services and preventing unauthorized use of the Services. Customer may not permit sharing of End User accounts or passwords. Customer agrees to (i) prevent any unauthorized access to, sharing of, or use by End Users of the Simple Compliance Ltd. Services, (ii) terminate any unauthorized use of or access to the Services, and (iii) provide Simple Compliance Ltd. with prompt notice of such unauthorized access or use.
Customer must keep account credentials confidential and not allow any third parties to use their accounts to access our Services.

3.4 Account Administration

Customer is responsible for designating Administrators for its Services accounts, maintaining updated Administrator contact information, and managing access by Administrators to Customer Accounts. Administrators may have the ability (a) to access, disclose, restrict or remove Customer Data in or from Customer’s Service accounts and (b) to monitor, restrict, or terminate access to Customer’s accounts. Simple Compliance Ltd.’s responsibilities do not extend to a Customer’s internal management or administration of the Services.

3.5 Acceptable Uses

Although Simple Compliance Ltd. is not obligated to monitor or screen access to, or use of the Services or to review Customer Data, Simple Compliance Ltd. has the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, or to comply with applicable law or legal requirements.
Simple Compliance Ltd. reserves the right, but is not obligated, to remove or disable access to any Customer Data, at any time with notice, if practical, including if Simple Compliance Ltd. reasonably believes Customer Data to be in violation of these Terms or in order to comply with Simple Compliance Ltd.’s legal obligations.

Customer will not (and will not allow any End Users or third parties to): (a) reverse engineer, decompile, disassemble, decipher or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services; (b) modify or create derivative works based on the Services; (c) sell, resell, transfer, license, copy, rent, lease, distribute, time-share the Services for the benefit of a third party; (d) remove or alter proprietary notices from the Services, (e) use the Services to create any competitive or other product or service; (f) use the Services for the purpose of benchmark testing, vulnerability testing, penetration testing, or to research the features and functions of the Service without prior written and signed consent from Simple Compliance Ltd.; (g) share its Customer API Key with any third party; (h) use, sell, copy, modify, create derivative works based on, publicly perform, publicly display, or distribute the Simple Compliance Ltd. Output outside of the Services, except for regulatory compliance purposes or otherwise with Simple Compliance Ltd.’s express consent, or (i) allow any person under the age of 18 to become an End User.

3.7 Suspension

Simple Compliance Ltd., in its reasonable discretion, may suspend Customer’s or End User’s right to use the Services if: (a) Customer’s or End User’s use of the Services poses a security risk to the Services or may adversely affect the Services, Simple Compliance Ltd.’s systems and/or infrastructure, or Simple Compliance Ltd.’s reputation; (b) Customer’s use of the Services could subject Simple Compliance Ltd. to liability; (c) Customer violates any applicable law or regulation, these Terms or any Additional Terms; (d) late and/or non-payments in breach of Section 7.1 or 7.2, or (e) any default in accordance with Section 7.6 (Billing Disputes). Simple Compliance Ltd. will use commercially reasonable efforts to provide prompt prior notice and explanation of a suspension.

3.8 Non-Simple Compliance Ltd. Products

If Customer uses any Non-Simple Compliance Ltd. Products, Customer is solely responsible for complying with licenses for Non-Simple Compliance Ltd. Products and paying fees for Non-Simple Compliance Ltd. Products. Customer bears all risks associated with using and/or relying on Non-Simple Compliance Ltd. Products.
Customer acknowledges and agrees that: (i) you must use your own discretion when you access or deploy Non-Simple Compliance Ltd. Products; (ii) you should read the terms and conditions and policies associated with any Non-Simple Compliance Ltd. Products, as they will govern your use of the Non-Simple Compliance Ltd. Products; and (iii) Simple Compliance Ltd. does not own or control any Non-Simple Compliance Ltd. Products. Customer acknowledges that if it has a relationship with a Non-Simple Compliance Ltd. Product, Simple Compliance Ltd. may rely upon such representations from Customer and/or the Non-Simple Compliance Ltd. Product company concerning its authority to access Customer Data.
Simple Compliance Ltd. does not in any way warrant the accuracy, reliability, security, completeness, usefulness, non-infringement, or quality of any Non-Simple Compliance Ltd. Products (including without limitation the content contained therein), even if the Non-Simple Compliance Ltd. Products comply with these Terms and the API Terms.
Simple Compliance Ltd. does not endorse or warrant Non-Simple Compliance Ltd. Product and will not be liable for any act or omission of such Non-Simple Compliance Ltd. Product or any negative effect which any Non-Simple Compliance Ltd. Product may have on the Services, including the Non-Simple Compliance Ltd. Product’s access to or use of Customer Data, other information or reports. If you have any questions about Non-Simple Compliance Ltd. Products or the terms that govern the use of a Non-Simple Compliance Ltd. Product, you should contact the applicable provider of the Non-Simple Compliance Ltd. Product directly.
If Customer has elected to use a Non-Simple Compliance Ltd. Product which allows pass-through payment for Simple Compliance Ltd. Services, in addition to the provisions in this section, Customer acknowledges that the Non-Simple Compliance Ltd. Product will have access to Customer Data, including payment information. If so elected, Customer may make payments for Simple Compliance Ltd. Services through the Non-Simple Compliance Ltd. Product platform interface. Simple Compliance Ltd. is not responsible for any payment or Service failures caused by the Non-Simple Compliance Ltd. Product platform interface and/or programs.

4. Intellectual Property Rights

4.1 Reservation of Rights

Except for the limited licenses granted to Customer in these Terms, Simple Compliance Ltd. and its licensors own and reserve all right, title, and interest in and to the Simple Compliance Ltd. Technology (including the rights to any text, graphics, images, music, software, audio, video, documents, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available by us through the Services).

4.2 Simple Compliance Ltd. License

Simple Compliance Ltd. grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable license for Customer and its End Users to access and use the Software (including, as required, to use the Hardware) for business purposes during the Services Term.

4.4 Simple Compliance Ltd. Data Simple Compliance Ltd. may collect and analyze data and information related to Customer’s use and the performance of the Services and related systems and technologies therefrom (‘Simple Compliance Ltd. Data’), in order to enhance the Services for the Customer’s benefit, Simple Compliance Ltd. may use Simple Compliance Ltd. Data for various purposes including to draw insights, improve the Services and/or develop new products and/or services, create, develop and distribute reports and materials about the Services; educate other prospective customers and end users about the Services via presentations, exhibitions, demonstrations, and/or expositions, and any other lawful purpose. Customer agrees on behalf of itself and its End Users that Simple Compliance Ltd. Data may be disclosed to others for the purposes above and that Customer and its End Users will obtain consent from vehicle occupants sufficient for Simple Compliance Ltd. to analyze and use the data as set forth above; provided that, if Simple Compliance Ltd. discloses Simple Compliance Ltd. Data to others, then any Simple Compliance Ltd. Data will (to the extent required by applicable law) (i) be anonymized and aggregated, (ii) not identify Customer, End User or Customer’s users, and (iii) not be disclosed in a manner that would permit a third party to determine the identity of vehicle occupants. Simple Compliance Ltd. owns and reserves all right, title, and interest in and to the Simple Compliance Ltd. Data.

5. Data Security & Disclosure

5.1 Security

Simple Compliance Ltd. has implemented and agrees to maintain commercially reasonable administrative, technical, and procedural safeguards to protect the integrity, and security of Customer Data.

Simple Compliance Ltd.’s responsibilities as they relate to the storage and use of Customer Data and End User Data are addressed herein. To the extent required by applicable law, personally identifiable information (as defined under applicable privacy regulations) contained within Customer Data is addressed under the Data Protection Addendum. By agreeing to the Terms of Service, Customer acknowledges and represents that they have been given been given sufficient access to Simple Compliance Ltd.’s security and privacy documentation, that it is the Customer’s responsibility to implement supply Simple Compliance Ltd. with third party risk evaluation questionnaires, and that sufficient documentation pertaining to Simple Compliance Ltd.’s information security and privacy programs has been provided to Customer by Simple Compliance Ltd..

5.2 User Connections and Data Transmission

The Services enable Customer and its authorized End Users and Administrators (the “Connecting Party”) to connect directly with Customer’s other authorized End Users and Administrators (the “Receiving Party”), allowing the Receiving Party to receive and access Customer Data and to interact with the Connecting Party in its use of the Services. When a Connecting Party connects with a Receiving Party through the Services, the Connecting Party consents to automatically and continuously transmitting its Customer Data with the Receiving Party. Further, the parties may interact with and manage the data of the Connecting Party and that Simple Compliance Ltd. is not liable for any act or omission of a Receiving Party, including access to, use of, or sharing of the Connecting Party’s Customer Data.

5.3 Compelled Disclosure

Simple Compliance Ltd. may disclose Customer Data and other information when (a) required by law, regulation or legal process, provided that Simple Compliance Ltd. will use reasonable efforts to give the Customer prior notice of the compelled disclosure, to the extent permitted, and reasonable assistance at the Customer’s cost to contest or limit the disclosure or (b) to prevent or stop illegal or unethical activity.

5.4 International Transfers

The Parties agree that Customer Data may be transferred to, and maintained on, computers located outside of Customer’s and/or End User’s state, province, country or other governmental jurisdiction where the data protection laws differ from those in the Customer’s jurisdiction of residence. If Customer and/or End Users are located outside of the United States and choose to provide Customer Data to Simple Compliance Ltd., the parties agree to use legally recognized mechanisms to permit the transfer of Customer Data to the United States. Where such mechanisms are contractual in nature (e.g., the use of EU approved Standard Contractual Clauses) such contractual terms are included in the Data Protection Addendum.

7. Fees & Payment

7.1 Fees

Customer will pay Simple Compliance Ltd. the fees for the Services set forth in the signed Agreement Form.
All payments are due in CDN dollars unless otherwise indicated on the Order Form or invoice. Customer is responsible for providing complete and accurate billing and contact information to Simple Compliance Ltd. and updating Simple Compliance Ltd. of any changes. All fees are non-refundable unless otherwise set forth in these Terms and are not subject to set-off by Customer.

7.2 Invoicing & Payment

Unless otherwise set forth in the Order Form, all fees will be invoiced or billed in advance. Unless disputed in accordance with Section 7.6 below, all invoices issued under these Terms are due and payable according to the payment terms in the Order Form, if applicable, or within 30 days from invoice send date if not specified therein. If Customer has provided a credit card to be saved on file in order to be charged for Simple Compliance Ltd. Services, such fees will be charged to such credit card on the invoice sent date, unless otherwise specified in Customer’s Order Form. If the Customer requires the use of a purchase order or purchase order number, the Customer (i) must provide the purchase order number at the time of purchase and (ii) agrees that any terms and conditions on a Customer purchase order will not apply to, supersede, or add to these Terms or any Order Form and are otherwise void.
If Customer is purchasing the Services from an authorized reseller, any terms and conditions between Customer and the authorized reseller that conflict with these Terms are void.

7.3 Credit Card Payment

If Customer provides Simple Compliance Ltd. with credit card information for payment, Customer acknowledges that an invoice may not be sent, and Customer authorizes Simple Compliance Ltd. to charge the credit card for the Services listed in the Order Form on the payment schedule set forth in the Order Form for the Subscription Term and any renewal. Customer also agrees and acknowledges that Simple Compliance Ltd. may charge Customer’s credit card for any required fees, including the Replacement Fees and Restoration Fees. Simple Compliance Ltd. uses a third party payment processor and Customer’s use of the payment processing service will be subject to the payment processor’s terms and conditions and privacy policy.

SIMPLE COMPLIANCE LTD. MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY, RENEWALS, ADDITIONAL ORDERS, AND FEES) WITHOUT FURTHER AUTHORIZATION FROM CUSTOMER UNTIL CUSTOMER PROVIDES PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY SIMPLE COMPLIANCE LTD.) THAT CUSTOMER WILL TERMINATE THIS AUTHORIZATION OR WISHES TO CHANGE THE PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE SIMPLE COMPLIANCE LTD. REASONABLY COULD ACT.

7.5 Late Payments As security for the repayment of the indebtedness under the Agreement and any accrued and unpaid interest owing thereunder, the Customer has granted or will grant a general security agreement to Simple Compliance Ltd. in a form satisfactory to Simple Compliance Ltd. The Customer acknowledges that any payment which is not successfully processed or rejected due to Not Sufficient Funds or any other declined payment method by the due date shall incur a charge of the lesser of $250 or 10% of the invoice amount.

9. Disclaimers

9.3 IFTA Reporting

While Simple Compliance Ltd. strives to create accurate fuel tax reports based on Customer Data and state and federal requirements, Customer accepts responsibility to ensure the accuracy and the suitability of the reports generated by the Services before submitting them to any state or federal agency. Simple Compliance Ltd. accepts no responsibility or liability for any setbacks, financial or otherwise, incurred by using our Services. It is Customer’s and End User’s sole responsibility to maintain compliance standards for IFTA filing purposes.

10. Indemnity

10.1 Customer Indemnity

a. The Customer indemnifies Simple Compliance Ltd. and its affiliates, or its or their directors, officers, employees, agents, representatives, successor and assigns (the “Indemnitees”) and holds the Indemnitees harmless from any claims (including claims for damages, legal fees, costs, expenses and disbursements of any nature or kind, whatsoever and howsoever arising) counterclaims, complaints, disputes, demands, causes of action or 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 in the performance of the Customer’s covenants or obligations under these Terms and Conditions; (b) any negligence or willful misconduct by the Customer or its representatives, employees, agents or contractors; (c) the provision of the Services to the Customer or the use of the Services by the Customer or its representatives, employees, agents or contractors; or (d) any third party claims of any kind, whether based upon negligence, strict liability or otherwise, arising out of or connected in any manner to the Services or the Customer’s or any of its representatives’, employees’, agents’ or contractors’ acts or omissions.

a. The Customer hereby represents and warrants that their principal residence is located in the Canadian province or US State indicated on the Application or that they were organized or incorporated in the province or state indicated on the Application.

b. The Customer acknowledges and agrees that if the Customer’s Application is accepted by Simple Compliance Ltd. the Customer shall provide the security and personal guarantees as applicable indicated on the Application.

d. Notwithstanding any other provisions in these Terms and Conditions, Simple Compliance Ltd. reserves the right to cancel the Services at any time. Upon cancellation of the Services for any reason the entire balance of the Customer’s indebtedness shall, at the option of Simple Compliance Ltd., become immediately due and payable.

e. Any waiver by Simple Compliance Ltd. 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 Ltd. shall constitute a waiver of Simple Compliance Ltd.’s right to insist on performance in full and in a timely manner of all obligations of the Customer under the Application, these Terms and Conditions, or any security agreement provided in relation thereto.

f. Simple Compliance Ltd. may upon at least one (1) months’ notice to the Customer, vary the Terms and Conditions and the Customer shall remain responsible for all indebtedness under the Services notwithstanding any such variations. The Customer’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 Customer of such new terms and conditions.

g. 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 parties hereto. The Customer shall not assign or transfer, in any way, any Services provided to them by Simple Compliance Ltd. or said card’s rights or obligations hereunder, in whole or in part.

h. The Principals named in the Application shall be personally responsible jointly and severally with the corporate Applicant for any and all debts owing under Services and all obligations of the Customer contained herein shall be construed as being joint and several obligations of each such named person, and, when the context herein so requires or permits, the singular number will be read as if the plural were expressed and the masculine gender as if the feminine or neutral, as the case may be, were expressed.

i. The Customer covenants to release and hold harmless Nationwide Fuel from any third party claims or claims for contribution and indemnity that may arise from this Application or subsequent future interactions including but not limited to the provision of credit for fuel services.

j. These Terms and Conditions shall be construed in accordance with the laws of the province of British Columbia and shall be deemed to have been made in such province and to be performed there, and the courts of such province shall have jurisdiction over all disputes which may arise under these Terms and Conditions, provided that nothing herein contained shall prevent Simple Compliance Ltd. from proceeding at its election against the Customer in the courts of any other province or country.

k. Should any of the terms and conditions of these Terms and Conditions or parts thereof be declared or held to be invalid for any reason, the invalidity 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 portion.

If you would like to information about your Application, Statements or any other matter related to your Application or these Terms and Conditions, you may contact Simple Compliance Ltd. at [email protected]