PROJECT SIMPEL (UK) LIMITED TERMS & CONDITIONS

LICENSED APPLICATION END USER LICENSE AGREEMENT (“AGREEMENT”)

You (the individual or entity accepting this Agreement) agree to access and use the Licensed Application on the terms of this Agreement between You and Project Simpel (UK) Limited (“Project Simpel”). Access to or use of the Licensed Application signifies your acceptance of the following terms and conditions:

If You are accepting these terms on behalf of a business entity, you hereby represent that you have the authority to do so. If You do not agree to these terms and conditions, do not access or use the Licensed Application.

IT IS AGREED AND ACCEPTED BY YOU THAT:

1. License: Access to and use of Project Simpel ("Product") transacted through the Services, as defined below, is licensed, not sold, to You for use only under the terms of this Agreement. Project Simpel reserves all rights not expressly granted to You. The digital device software application for access to and use of the Product is referred to in this Agreement as the “Licensed Application”.
   
   
2. Scope of License: This license granted to You for the Licensed Application by Project Simpel is limited to a non-transferable license to use the Licensed Application on digital devices for the specific purposes of an online management tool. You may not rent, lease, lend, sell, redistribute, or sublicense the Licensed Application. You may not copy (except as expressly permitted by this license), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Licensed Application). Any attempt to do so is a violation of the rights of Project Simpel and its licensors. The terms of the license will govern any upgrades provided by Project Simpel that replace and/or supplement the original Product or Licensed Application, unless such upgrade is accompanied by a separate license in which case the terms of that license will apply.
   
   
3. Consent to Use of Data: You agree that Project Simpel may collect and use technical data and related information, including but not limited to technical information about Your system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support, and other services to You (if any) related to the Product or Licensed Application. Project Simpel may use this information to improve its products or to provide services or technologies to You. Project Simpel is committed to ensuring that any personal data is handled in compliance with the General Data Protection Regulation (GDPR) and any other applicable data protection laws in the UK. Personal data collected will be processed in accordance with our Privacy Policy.
   
   
4. Project Simpel Services: The Licensed Application may enable access to Project Simpel’s and third-party products, services, and websites (collectively and individually, "Services"). Use of the Services will require Internet access, and You may be required to accept additional terms of service, including additional charges for data access or downloads as may be required by Project Simpel, Your carrier, or other third-party providers. You acknowledge and agree that You are solely responsible for all fees and charges applicable to all emailing, messaging, roaming connections, and telephonic transactions made or received by You using the Services accessed via the Licensed Application.
   
   
5. Intellectual Property & Copyright: You agree that the Product and Services contain proprietary content, information, and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that You will not use such proprietary content, information, or materials in any way whatsoever except for permitted use of the Product and Services. No portion of the Product or Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Product or Services, in any manner, and You shall not exploit the Product or Services in any unauthorised way whatsoever, including but not limited to, by trespass or burdening network capacity. You further agree not to use the Product or Services in any manner to harass, abuse, stalk, threaten, defame, or otherwise infringe or violate the rights of any other party, and that Project Simpel is not in any way responsible for any such use by You, nor for any harassing, threatening, defamatory, offensive, or illegal messages or transmissions that You may receive as a result of using any of the Product or Services.
   
   
6. Content Waiver: You understand that by using any of the Services, You may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, You agree to use the Services at Your sole risk and Project Simpel shall not have any liability to You for content that may be found to be offensive, indecent, or objectionable to the extent that Project Simpel is not responsible for such materials and to the extent of exclusion of liability permitted by law. Project Simpel is not liable to You for the accuracy or completeness of any content available through the Services.
   
   
7. Third Party Material: Certain Services may display, include, or make available content, data, information, applications, or materials from third parties (“Third Party Materials”) or provide links to certain third-party websites. By using the Services, You acknowledge and agree that Project Simpel is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of such Third Party Materials or websites. Project Simpel does not warrant or endorse and does not assume and will not have any liability or responsibility to You or any other person for any third-party Services, Third Party Materials, or websites, or for any other materials, products, or services of third parties to the maximum extent permitted by law. Third Party Materials and links to other websites are provided solely as a convenience to You.

If you upload, post, or publish any material to the Services, You agree and acknowledge that (i) You own or have license to use the material; (ii) You agree that Project Simpel may use such material in order to provide You with and make improvements to the Services; (iii) You acknowledge that the material will not infringe a third party’s intellectual property right and in the event of such a claim You agree to hold Project Simpel harmless against such a claim on a full indemnity basis; and (iv) You will only use the features of the Services and upload any materials at your own risk. Furthermore, You will not hold Project Simpel liable in any way whatsoever for the maintenance, protection, or security of any material that you post to the Services.

8. Services and Third Party Materials: Services and Third Party Materials that may be accessed from, displayed on, or linked to from any device are not available in all languages or in all countries. Project Simpel makes no representation that such Services and Third Party Materials are appropriate or available for use in any particular location. To the extent You choose to access such Services or Third Party Materials, You do so at Your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. Project Simpel, and its licensors, reserve the right to change, suspend, remove, or disable access to any Services at any time without notice where the terms of this agreement are breached. In no event will Project Simpel be liable for the removal of or disabling of access to any such Services. Project Simpel may also impose limits on the use of or access to certain Services, in any case and without notice or liability. Project Simpel is not liable for providing Services consistent with the professional conduct standards in your jurisdiction. You agree that if you are an attorney, you are solely responsible for compliance with applicable rules of professional responsibility and ethical obligations to your clients and potential clients arising from your use of the Product or Services in connection with their respective matters.
   
   
9. Liability and Limitations: Subject to Clause 10, and to the maximum extent permitted by law, you expressly acknowledge and agree that: (a) use of the Licensed Application is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy, and effort is with you; (b) the Licensed Application and any Services performed or provided by the Licensed Application are provided "as is" and “as available”, with all faults and without warranty of any kind. Unless expressly stated to the contrary in this Agreement, Project Simpel hereby disclaims all representations, warranties, and conditions with respect to the Licensed Application and any Services, whether express, implied, or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment. Project Simpel does not warrant against interference with your enjoyment of the Licensed Application, that the functions contained in, or services performed or provided by, the Licensed Application will meet your requirements, that the operation of the Licensed Application or Services will be uninterrupted or error-free, or that defects in the Licensed Application or Services will be corrected. To the maximum extent permitted by law, no oral or written information or advice given by Project Simpel or its authorised representative shall create a warranty.
   
   
10. Limitation of Liability: In no event shall Project Simpel be liable for any incidental, special, indirect, or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption, or any other commercial damages or losses, arising out of or related to your use or inability to use the Licensed Application, however caused, regardless of the theory of liability (contract, tort, or otherwise) and even if Project Simpel has been advised of the possibility of such damages. Nothing in this agreement is intended to limit liability for death, personal injury, or fraud. Subject to Clause 9 and to the maximum extent permitted by law, the aggregate liability of Project Simpel whether for breach of this agreement or in tort (including negligence) or for any other common law or statutory cause of action shall not exceed the amount of five hundred pounds sterling (£500.00).
    
    
11. Export Restrictions: You may not use or otherwise export or re-export the Licensed Application except as authorised by the laws of the jurisdiction in which the Licensed Application was obtained.
    
    
12. Termination: The license is effective until terminated by You or Project Simpel. Your rights under this Agreement will terminate automatically without notice from Project Simpel if You fail to comply with any term(s) of this Agreement. Upon termination of the license, You shall cease all use of the Licensed Application and destroy all copies, full or partial, of the Licensed Application.
    
    
13. Governing Law: The laws of England and Wales govern this Agreement and your use of the Licensed Application. The Courts of England and Wales shall have sole jurisdiction.
    
    
14. Redistribution: Under no circumstances may you redistribute the Product or Third Party Materials commercially or post any of the Products or Third Party Materials on an intranet, internet, cloud, or other platform or site whatsoever. Any transfer of the Materials shall be to an individual person only and will subject the transferee to these terms and conditions.

BY DOWNLOADING, INSTALLING, AND/OR USING THE LICENSED APPLICATION YOU ACCEPT AND AGREE TO THESE TERMS AND CONDITIONS.