Terms & Conditions

Terms and Conditions

These terms and conditions apply when using Simple Foundry services, our website, and our products. For new customers, these terms and conditions apply immediately.

Last Updated: 12th December 2023

Thank you for being a part of the Simple Foundry family.

1. Your acceptance

1.1 This agreement (Agreement) governs any products and services (Services) provided to you by Simple Foundry.

1.1.1 This Agreement is between Simple Foundry and the person or entity agreeing to these terms (you). This Agreement does not apply if you have a written agreement executed by Simple Foundry for the provision of the Services, in which case such agreement will govern your use of the Services.

1.1.2 You warrant that you are over the age of eighteen and have the power and authority to enter into and perform your obligations under this Agreement. If you enter into this Agreement on behalf of your company, then “you” in the remainder of this Agreement means your company, and you warrant that you are properly authorised to bind your company to this Agreement.

1.1.3 You agree to the terms of this Agreement when you submit an Order, accept a Proposal, create an account to access or use a Service or click on the “I agree” button that is presented to you at the time of submitting your Order. If you do not agree with this Agreement, do not click the “I agree” button and stop using the Service. This Agreement becomes binding on the date that Simple Foundry accepts your Order or first makes the Services available to you, whichever is earlier (Commencement Date).

2. Scope

2.1 This agreement comprises

2.1.1 the terms specified in the relevant order form/Proposal completed pursuant to section (13) (Order)

2.1.2 the terms and deliverables (one-off or retained), pursuant to section 3 (Services) documented in a proposal, which unless otherwise stated, remains open for acceptance for a period of 30 days and sets out our entire scope of works (Proposal);

2.1.3 these terms and conditions (General Terms);

2.1.4 the Simple Foundry policies, being the Privacy Policy and Acceptable Use Policy applicable to the relevant Service, Website Terms and Conditions, and Community Terms and Conditions, and any other policies or terms referenced in this Agreement (Simple Foundry Policies).

2.2 Your acceptance of our Proposal, electronically or otherwise, or the placement of an order, creates a legally binding Contract (Contract) between you and us, and includes the acceptance of these Terms and Conditions, which will apply between you and us.

2.3 You are responsible for the accuracy of any information submitted to us and for ensuring that our Proposal reflects your requirements. Our Proposal is based on the information provided to us at the time we prepare it.  Should any errors or discrepancies become evident which affect the order value, we reserve the right to adjust it.

2.4 No terms or conditions stipulated or referred to by you in any form whatsoever will in any respect vary or add to these Terms and Conditions unless we agree otherwise in writing.

2.5 If any of the terms listed in this section (2) are inconsistent, the terms first listed will have priority to the extent of any inconsistency.

3. Service

3.1 The Services include: (i) the cloud-based, video-learning solutions (Subscription Services); (ii) related support services; (iii) one-off Services (small-scale or as larger projects), and (iv) any other products or services Simple Foundry provides to you as specified in an Order, but excludes:

3.1.1 any data, information, templates, content, code, video, images or other materials or information of any type that you upload to the Subscription Services, generate by using features of the Subscription Services or otherwise provide to Simple Foundry in connection with the Services (Your Data);

3.1.2 any modifications made by you or on your behalf (Your Modifications) to the Services, technology, data, information, programs, material or other content Simple Foundry provides or makes available to you;

3.1.3 shared materials created by Simple Foundry or users of the Services that are published or made available to you (Shared Materials);

3.1.4 any hardware supplied by Simple Foundry related to the Services; and

3.1.5 any connector/s built or modified by any party other than Simple Foundry or its subcontractors.

3.2 Simple Foundry reserves the right to make changes to the Subscription Services in its sole discretion from time to time, including the functionality, features, performance, user interface, and usability, and you agree that this Agreement will apply to any changes or updates to the Subscription Services. Simple Foundry will notify you of any change to the Subscription Services (other than No-Charge Services) that reduces its functionality or features in any material respect or if it discontinues any Service and is not replaced by a substantially equivalent function or feature. If Simple Foundry has notified you under this section (3), you may terminate the affected Services upon providing notice to Simple Foundry within 30 days after the date of such notice, and Simple Foundry will refund any prepaid, unused Fees in respect of any terminated Subscription Services. Nothing in this section (3.2) limits Simple Foundry’s ability to discontinue any Service or to make changes as required to comply with applicable law, address a material security risk, or avoid a substantial economic or technical burden.

3.3 Simple Foundry will make the Subscription Services available to you and all individual users nominated, permitted or invited by you to access the Subscription Services (End Users) solely for your internal business operations during the subscription period specified in your Order (Subscription Term) and in accordance with any usage restrictions specified in the applicable Order. The license granted to you under this section (3) is non-exclusive, worldwide, non-sublicensable and non-transferable.

3.4 Unless permitted by law or as otherwise expressly permitted in this Agreement (or other executed agreement between You and Simple Foundry, per section (1)), you must not (nor may you encourage, authorise or assist any third party to):

3.4.1 rent, lease, distribute, license, sublicense, sell, transfer, assign, distribute or otherwise provide access to the Services to a third party;

3.4.2 reproduce, modify, adapt, or create derivative works of, the Services or remove or tamper with any disclaimers or other legal notices in the Services;

3.4.3 reverse engineer, disassemble, decompile, transfer, exchange or translate the Services or otherwise seek to obtain or derive the source code or API;

3.4.4 incorporate the Services into any service that you provide to a third party; or

3.4.5 use the Services to provide services, or to create a service that competes with the Services.

3.5 You must promptly notify Simple Foundry in writing of any breach of the above conditions of use.

3.6 You are solely responsible for ensuring that any desktop, mobile telephone or handheld device (Devices) and systems are compatible with the Subscription Services and meet any minimum requirements specified by us.

3.7 For small-scale works, we will invoice on completion of the Services.  However, we reserve the right to request payment up front and in any case, we will withhold any documentation we have prepared until we have received payment for our Services in full.

3.8 For larger projects, our payment terms are as follows, unless otherwise stated in the Proposal:

3.8.1 40% deposit due on acceptance of our Proposal;

3.8.2 60% due on completion of the project.  We reserve the right to invoice by way of staged payments and/or issue this final invoice where our part of the work has been carried out but where we are waiting for you or any third party to complete it.

3.9 If we have agreed to provide on-site Services, it will be your responsibility to provide the venue and facilities required for us to carry out the Services.  If we have included for a set number of participants, then if that number increases or decreases, you will need to notify us no later than 3 days in advance of the relevant session and this may result in additional costs being levied and/or the cancellation of the session, which will be subject to the cancellation provisions in section 14.  You are responsible for the participants at all times.  Should the behaviour of any participant prove disruptive at any stage we will be entitled, at our sole discretion, to request the immediate removal of said participant from this and any future session.

4. No-Charge Services

4.1 Simple Foundry may offer certain Services to you at no charge, including (but not limited to) free accounts, Third Party Products, trial use, and access to pre-release, early release and beta products (No-Charge Services). You agree that pre-release, early release and beta products are still in development and may contain errors and bugs. Your use of No-Charge Services is subject to any additional terms that Simple Foundry specifies from time to time and is only permitted for the period designated by Simple Foundry, or if no such period is designated, 30 days. Simple Foundry may terminate your right to use No-Charge Services at any time and for any reason in Simple Foundry’s sole discretion, without liability to you.

5. Your Accounts

5.1 Where required, you must register for an account in order to access or receive the Services and to receive notices and information from Simple Foundry (Customer Account).

5.2 All End Users must establish a named account to access the Services (End User Account). Each End User Account must not be shared.

5.3 Simple Foundry’s Services are not directed at, nor to be used by, persons under the age of eighteen. You are responsible for ensuring that all End Users meet the age requirement.

5.4 You must provide all relevant disclosures to, and obtain all relevant consents from, End Users to allow us to provide the Services to End Users, including Simple Foundry’s use, collection and sharing of information in accordance with our Privacy Policy.

5.5 You may specify one or more administrators who may elect to have password protected rights to access administrative account(s) (Admin Account(s)) to administer the Services and End User Accounts. This is only applicable in Orders where Admin Account(s) have been agreed to.

5.6 You are responsible for all actions taken through your Customer Account, all End User Accounts and Admin Accounts under your Customer Account (together, Your Accounts). Your responsibilities include:

5.6.1 maintaining the confidentiality of the passwords associated with each of Your Accounts;

5.6.2 ensuring that only those individuals authorised by you have access to Your Accounts; and

5.6.3 ensuring that all activities that occur in connection with Your Accounts comply with this Agreement.

5.7 If you are an End User, your account is managed by the Admin Account(s) (and not you). The Admin Account(s) can control your use of the Subscription Services, including adding or removing you from accessing the Subscription Services, enabling or disabling certain features or functionality within the Subscription Services, and deleting or re-assigning ownership of Your Data and Your Modifications. You acknowledge that your End User Account may become managed by the entity that owns or controls the email address domain (such as your employer) with which your account was established (such as your work email address). Simple Foundry is not responsible for any actions taken by Account Admin(s).

6. Intellectual Property Rights

6.1 Simple Foundry and its licensors have and retain all rights, title and interest, including all intellectual property rights, copyright, trade or service marks, designs, patents, rights in circuit layouts, domain names and trade names anywhere in the world (Intellectual Property Rights) in and associated with the Services.

6.2 You and your licensors retain ownership of all rights, title and interest, including Intellectual Property Rights, in Your Data.

6.3 You grant to Simple Foundry a non-exclusive, worldwide, limited term, royalty-free, sublicensable licence to access, use, modify, reformat, publish, process, copy, distribute, export, and display Your Data to the extent required to enable Simple Foundry to provide the Services to you. Simple Foundry may collect data and other information relating to your use of the Services, including Your Data (Usage Data), and Simple Foundry may use (during and after the Term) such Usage Data to for its internal business purposes, including to improve, support and operate the Services, generate aggregated data sets and for reporting and analysis. Simple Foundry may only disclose Usage Data in an aggregated form in a manner that does not identify any individual.

6.4 To the extent that you share a template or course which contains Your Data or Your Modifications with other users, Simple Foundry directly (through our Services), or publicly via a Simple Foundry website, you grant to Simple Foundry and each other user a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable licence to access, use, modify, reformat, publish, process, copy, distribute, export, and display such template or course to the extent necessary to make those templates and courses available and to use such templates and courses. You may disable the ability for Your Account(s) (other than Admin Account(s)) to share templates or courses with other users by contacting Simple Foundry’s support team.

6.5 If you or your End Users choose to submit feedback to us, you grant to Simple Foundry a worldwide, perpetual, irrevocable, royalty-free licence to use, modify, publish, process, copy, distribute, export, and display, and make and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback, and waive all moral rights you or your End Users may have in such feedback.

7. Downloading Shared Materials

7.1 If you download Shared Materials, to the extent permitted by law:

7.1.1 your use of Shared Materials is at your own risk;

7.1.2 Simple Foundry excludes all liability to you and any third party in respect of your use of Shared Materials; and

7.1.3 it is your responsibility to assess (and if necessary, obtain professional advice on) the suitability of Shared Materials for your purposes and any modifications required to meet those purposes.

8. Your Data

8.1 You warrant that Your Data and Your Modifications:

8.1.1 comply with the Simple Foundry Policies, including the Acceptable Use Policy;

8.1.2 are not false, misleading or inaccurate;

8.1.3 do not infringe third party rights (including Intellectual Property Rights and privacy rights), that you own all rights, title, and interest, including Intellectual Property Rights, in Your Data and Your Modifications and that you have otherwise secured all necessary rights in Your Data and Your Modifications as may be necessary to grant the licenses pursuant to this Agreement;

8.1.4 comply with all applicable laws; and

8.1.5 are not infected with viruses or any other malicious computer code, files or programs.

8.2 You acknowledge and agree that Simple Foundry may remove Your Data or Your Modifications from the Services and Simple Foundry’s websites if we suspect (acting in good faith) that any of the warranties set out in section (8) are or are likely to be untrue. To the extent practicable, permitted by law and provided it does not pose a risk to Simple Foundry or other users, Simple Foundry will notify you of any removal under section (8).

8.3 You must ensure that you obtain all necessary consents from relevant individuals for the use of their Personal Information contained within Your Data in order for Simple Foundry to provide the Services to you.

8.4 You acknowledge and agree that you are responsible for preparing and maintaining backups of Your Data and Your Modifications.

8.5 You must indemnify, defend and hold Simple Foundry and its affiliates, service providers, officers, employees, contractors and customers (those indemnified) harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees) arising out of or in connection with: your breach of section (5) (minimum age), section (5) (End User consent), and section (8) (Your Data). Simple Foundry agrees to provide: (i) prompt written notice to you of any such claim; (ii) the exclusive right to control and direct the investigation, defence, or settlement of such claim; and (iii) all reasonably necessary cooperation of Simple Foundry at your expense.

9. Integration with Third Party Products

9.1 You may choose, in your sole discretion, to integrate the Services with third party products or services (Third Party Products). If you choose to use any Third Party Products in connection with the Services, Simple Foundry may provide such third parties access or use of Your Data to the extent required for the interoperation of the Services with the Third Party Product. Your use of any Third Party Product will be subject to the applicable agreement between you and the relevant third party provider. Simple Foundry is not responsible for any access to or use of Your Data by such third party providers. SIMPLE FOUNDRY DISCLAIMS ALL LIABILITY FOR ANY THIRD PARTY PRODUCTS AND FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY PROVIDERS OF THIRD PARTY PRODUCTS.

9.2 Simple Foundry may provide you with access to connector/s to facilitate the interoperation of our Services with Third Party Products used by you. Your use of such connector/s will be subject to any additional terms that Simple Foundry specifies from time to time. Provided that you promptly notify Simple Foundry in writing of any error in respect of the functioning of connector/s, Simple Foundry will use commercially reasonable endeavours to resolve the error with such connector/s within a reasonable period. You understand and agree that Simple Foundry is not liable or responsible for the functionality, reliability, availability, quality or performance of Third Party Products or the interoperability of such Third Party Products with the Services (a connection with a Third Party Product may become unavailable or no longer function properly as a result of changes made by the third party provider). Any support and maintenance for a Third Party Product will be provided by the relevant third party provider (and not by Simple Foundry). To avoid doubt, Simple Foundry is not responsible for any connector/s built by any party other than Simple Foundry or its subcontractors.

9.3 No part of this Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply.

10. AI Features

10.1 Simple Foundry may provide you with access to features and functionality through the Subscription Services that are powered by third party artificial intelligence systems (AI Features).

10.2 You are responsible for any text you type in, or images or other content you upload to AI Features (Input) as well as the resulting material that is generated (Output). You acknowledge and agree that both Input and Output are Your Data. You are responsible for ensuring that your Input and Output complies with this Agreement and our Simple Foundry Policies. You acknowledge and agree that your Input will not include any Personal Information.

10.3 You may use your Output for any legally permitted purpose, provided that you comply with this Agreement and accept that any such use is at your own risk. When using your Output, you must let other users of the Output know that the content is AI-generated.

10.4 You acknowledge and agree that the Output is generated by artificial intelligence. Simple Foundry has not verified the accuracy of the Output and it does not represent Simple Foundry’s views. Simple Foundry makes no warranty or guarantee as to the accuracy, completeness or reliability of the Output and does not accept any liability or responsibility arising in any way from your use of the Output or any omissions or errors contained in the Output. We recommend that you obtain professional and independent advice before you act on any advice contained in the Output, or rely on the accuracy of the Output.

10.5 You acknowledge that any Input you provide, including any Personal Information or commercially sensitive data that you choose to include within that Input, will be shared with third party providers such as OpenAI, LLC. Third party providers may use such Input to improve their services. This includes any Personal Information you choose to include within such Input. You consent to such Personal Information being included in an Input being shared to any such third party providers.

10.6 It is prohibited to use AI Features to mislead anyone that that the Output is human-generated, provide medical, legal or final advice, generate legally binding obligations, generate political content, generate source code, generate spam, ransomware or viruses, generate shocking content include profane subjects, generate information to be used for legal purposes or implement fully-automated decision making. In the event your Output is in breach of these terms or otherwise is unlawful, Simple Foundry reserves the right to remove the Outputs, disclose the Output to law enforcement or government authorities and suspend or otherwise terminate Your Account(s).

10.7 Simple Foundry may impose limits on the number of Outputs you can generate using AI Features. You will be notified when you have reached the maximum number of Outputs for your account. Some AI Features are not available in all languages.

11. Confidentiality

11.1 In this Agreement, Confidential Information of a party (Disclosing Party) means information that is identified as confidential at the time of or shortly after disclosure or would be reasonably known by the other party (Receiving Party) to be confidential due to the nature of the information disclosed or the circumstances surrounding its disclosure, including information about the Disclosing Party’s business, operations, strategy, administration, technology, affairs, clients, customers, employees, contractors or suppliers, but does not include information: (i) which is in the public domain (such as Shared Materials) other than through a breach of confidence; (ii).is independently created by, or on behalf of, the Receiving Party without any reference to the Confidential Information and prior to receipt of such Confidential Information; (iii) is rightfully known by the Receiving Party prior to receipt from the Disclosing Party, as evidenced by the Receiving Party’s written record; or (iv) is rightfully obtained by the Receiving Party from a third party without breach of a confidentiality obligation.

11.2 Receiving Party must keep confidential and not disclose to any third party Confidential Information of the Disclosing Party, with the exception that a Receiving Party may disclose such Confidential Information:

11.3 To:

11.3.1 a third party with the prior written consent of the Disclosing Party; and

11.3.2 the Receiving Party’s, or affiliates or subsidiaries of the Receiving Party’s, officers, agents, professional advisers, employees, contractors, subcontractors, auditors and insurers, (Representatives) provided that such Representatives are subject to confidentiality obligations no less stringent than under this Agreement in relation to that Confidential Information and have a need to know such Confidential Information; and

11.4 Where the Receiving Party is legally compelled to do so by any government or any governmental, administrative, regulatory, fiscal or judicial body, department, commission, authority, tribunal, or agency, provided that it first uses commercially reasonable efforts to give the Disclosing Party written notice prior to disclosure if permitted by law and makes only such disclosure as is legally compelled.

11.5 Receiving Party must only use Confidential Information of the Disclosing Party for the purpose for which it was disclosed in connection with this Agreement, and shall remain responsible for the compliance of its Representatives to whom Confidential Information has been disclosed with their respective confidentiality obligations.

12. Privacy & Security

12.1 Simple Foundry implements appropriate technical and organisational measures to ensure the appropriate security of Your Data, including ensuring that any personal data within Your Data is protected against unauthorised or unlawful processing, accidental loss, destruction or damage. Simple Foundry’s technical and organisational security measures are available upon request, using the contact form.

12.2 Simple Foundry complies with privacy and data protection laws applicable to the provision of the Services to you under this Agreement. We collect, use, and disclose any personal data we collect from you or your End Users in accordance with the Simple Foundry Privacy Policy

12.3 You will comply with all applicable privacy and data protection laws and are responsible for ensuring that you have obtained all individual consents required for Simple Foundry to provide the Services, including from your End Users.

12.4 Where (i) the EU General Data Protection Regulation 2016/679 (GDPR) or (ii) California Consumer Privacy Act, as amended by the California Privacy Rights Act (CPRA), (Civil Code Section 1798.100, et seq.) (CCPA); or (iii) the laws of other states and territories that create and regulate substantially similar concepts and legal principles as are contained in the GDPR apply to any of Your Data, the terms of Simple Foundry’s Data Processing Agreement (set out in Appendix 1 and Appendix 2) will apply.

12.5 Simple Foundry will use commercially reasonable efforts to prevent introduction of viruses, Trojan horses or similar harmful materials (Malicious Code) into the Subscription Services. To avoid doubt, Simple Foundry is not responsible for any Malicious Code introduced by you or your End Users.

12.6 Other than as expressly noted in this section (12), you acknowledge that:

12.6.1 the Services have not been designed to meet the requirements of laws or standards that may apply to you in respect of Your Data, including without limitation, the Health Insurance Portability and Accountability Act 1996, the Payment Card Industry Security Standards, or any other law or standard applicable to the handling, storage, processing, transfer, security or location of Your Data in any jurisdiction; and

12.6.2 it is your responsibility to satisfy yourself that your use of the Services will allow you to meet any legal obligations applicable to you in respect of Your Data, and Simple Foundry disclaims all liability for your non-compliance with any such laws or standards arising from your use of the Services.

13. Orders & Subscriptions

13.1 To use the Services you must complete an Order by either:

13.2 Completing the online order page (Online Order) which contains details of:

13.2.1 the Services being offered

13.2.2 the applicable fees (Fees)

13.2.3 the number of paid End User Accounts that will form part of your organisation in respect of Subscription Services (if applicable);

13.2.4 the Subscription Term applicable to any Subscription Services;

13.2.5 the applicable billing details, and the currency in which you will be billed; and

13.2.6 if applicable, details of any hardware or other products made available by Simple Foundry in the future you wish to order; or

13.3 execute a paper-based quote, Proposal, order form or statement of work (Order Form) provided by Simple Foundry which sets out the relevant information in section (13.2).

13.4 You may subscribe to the Subscription Services by choosing an annual subscription. Your subscription will renew on an annual basis, as applicable.

14. Billing and Payment

14.1 You must pay all Fees for the Services in accordance with the rates, currency and billing cycle or payment milestones set out in the applicable Order(s). Other than where expressly provided for under this Agreement, all Fees are non-refundable, non-cancellable and non-creditable.

14.2 For all Orders for the Subscription Services, Simple Foundry will bill you for the applicable recurring Fees in advance. For all Orders for Services (other than Subscription Services), Simple Foundry may bill you on a “fixed-fee” or “time and materials” basis, as specified in the relevant Order.

14.3 Where Orders are defined and agreed upon, but incur reasonable and associated costs (Expenses), including but not limited to: subsistence, travel, and accommodation. These will be invoiced as additional factors during the associated Order activities, per the Proposal or otherwise documented expectation, aligning to the payment terms outlined within this Section (14).

14.4 You may add End Users or other Services during your Subscription Term by placing a new Order or by adding End Users through functionality provided within the Services. If you add End Users through the Services, we will bill you for the applicable Fees in arrears based on the total number of End Users at the end of the relevant calendar month. Unless otherwise specified in the Order or at the time of the purchase, Simple Foundry will charge you for any additional End Users or Services (including if you exceed any limit on End Users specified in a then-current Order) at the then-current rates, prorated for the remainder of the Subscription Term. You will not receive a refund or credit for removing End Users or Services once they have been added to Your Account(s).

14.5 If you elect to pay by credit card or debit card, Simple Foundry will charge you the applicable Fees immediately. If you elect to pay by invoice, you must pay all invoiced Fees within thirty (30) calendar days after the date of invoice.

14.6 The time of payment is of the essence of the Contract.  If you fail to make any payment to us by the due date then, without prejudice to any other right which we may have, we will have the right to suspend the Services, suspend any permissions granted under section 9.2 where applicable, and charge you interest at a rate of 8% per annum above the Bank of England base rate from time to time in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.  Such interest will be calculated cumulatively on a daily basis and will run from day to day and accrue after as well as before any judgment.  We will also charge for any costs we incur in attempting to recover any outstanding debt.

14.7 The Fees payable by you for our Services exclude any duties, customs fees, or taxes (other than Simple Foundry’s income tax), including any VAT, GST or other applicable sales tax (Taxes). To the extent that such Taxes are applicable, you must pay us such Taxes in addition to the Fees. If you have obtained an exemption for such Taxes, you must provide Simple Foundry with any information Simple Foundry reasonably requests to determine whether Simple Foundry is obliged to collect Taxes from you, including your relevant Tax identification number. You will pay Simple Foundry for the Services without any withholding for Taxes. If you are required to withhold Taxes by law, you will pay such additional amounts as are necessary so that the net amount received by us after such withholding will be equal to the full amount that we would have received if no withholding had been required.

15. Limitation on Liability

15.1 Except as expressly stated in this Agreement or required under any applicable law, the Services and any other goods or services provided by Simple Foundry to you are provided on an “as is” basis, and Simple Foundry does not make any representation or warranty (express or implied) in respect of the Services or any other goods or services provided by Simple Foundry to you, including, without limitation, any implied warranty of merchantability, of fitness for a particular purpose, that operation of the Services will be uninterrupted or error free, or that all defects will be corrected.

15.2 If you reside in Australia and are a “consumer” for the purposes of the Australian Consumer Law (ACL), then if the Services fail to meet any consumer guarantee under the ACL, and the total amount paid by you for the Services under this Agreement is less than the statutory minimum (which as at the date of this Agreement is AUD$100,000), Simple Foundry’s liability to you for failure to meet such consumer guarantee is limited, to the extent permitted by law, to (at Simple Foundry’s election) supplying the Services again or paying for the cost of having the Services supplied again.

15.3 To the maximum extent permitted by law, in no event will Simple Foundry be liable in connection with this Agreement, whether in contract, tort, equity, statute or otherwise for:

15.3.1 your misuse of the Services, acts or omissions of your personnel;

15.3.2 Service outage or interruption, or any damage or losses, arising from networks or websites outside of Simple Foundry’s control;

15.3.3 any injury, damage to property, or loss to any person in relation to your use of the Services; or

15.3.4 subject to section (12), breach of any law applicable to your business activities, including but not limited to any work health and safety or food safety law, in connection with your use of the Services.

15.4 To the maximum extent permitted by law, in no event will, whether in contract, tort, equity, statute or otherwise:

15.4.1 either party be liable in connection with this Agreement for loss of profits, loss of revenue, loss of anticipated savings, loss of use, loss or corruption of data, costs of delay or procurement of substitute or replacement goods and services, business interruption, failure of security mechanisms, loss of goodwill, and any other form of indirect, incidental, special or consequential or punitive damages, even if a party has been advised of the possibility of such damages or if a party’s remedy otherwise fails of its essential purpose; or

15.4.2 either party’s aggregate liability for any claims in connection with this Agreement exceed the total Fees actually paid by you under this Agreement during the twelve month period immediately prior to the event giving rise to the liability.

16. IP Indemnity

16.1 Subject to section (16), Simple Foundry will defend you against any third party claim alleging that the Subscription Services infringes any copyright or any patent (a Claim), and will indemnify you against any damages and costs finally awarded by a court of competent jurisdiction or any settlement amounts agreed in writing by Simple Foundry, provided that you provide Simple Foundry:

16.1.1 prompt written notice of any such claim;

16.1.2 the exclusive right to control and direct the investigation, defence, or settlement of such claim; and

16.1.3 all reasonably necessary cooperation and assistance in the defence and investigation of the Claim at Simple Foundry’s expense.

16.2 In the event of a Claim, Simple Foundry may, in its sole discretion:

16.2.1 procure the right for your continued use of the Subscription Services in accordance with this Agreement;

16.2.2 replace the Subscription Services with a similar service with materially equivalent functionality; or

16.2.3 terminate your Order in respect of the Subscription Services affected by the Claim and refund any prepaid, unused Fees in respect of the terminated Subscription Services.

16.3 The indemnity obligation in this section (16) will not apply to the extent that any Claim arises:

16.3.1 in connection with your use of No-Charge Services;

16.3.2 as a result of misuse of the Subscription Service or use of the Subscription Service with any third party data (including any Shared Materials), or in combination with any Third Party Products other than that for which the Subscription Services were designed or provided;

16.3.3 as a result of modification to the Service made by any party other than Simple Foundry or its subcontractors; or

16.3.4 in connection with circumstances covered by your indemnification obligations under section (8.5).

16.4 THIS SECTION (16) CONSTITUTES YOUR EXCLUSIVE RIGHTS AND REMEDIES, AND SIMPLE FOUNDRY’S SOLE LIABILITY, FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY SUBSCRIPTION SERVICES.

16.5 The copyright and other intellectual property rights in all documentation, podcasts, videos, content, and other materials produced under the contract (Materials) is, and will remain, our property.

16.6 We will grant you a non-exclusive licence to use the Materials we have produced under the Proposal and the Agreement, subject to the following terms:

16.6.1 The licence will become effective once we have delivered the final version to you and, subject to the provisions of this section (13), will continue from that date for the duration of copyright protection (which will be the life of the author plus 70 years under Section 12 of the Copyright, Designs and Patents Act 1988);

16.6.2 The licence will apply only to the final version in the current form it was sent to you and will not extend to any draft versions or other materials viewed by you;

16.6.3 The licence does not give you any editorial permission, therefore it does not entitle you to edit or otherwise alter the content, words, phrases, tone, background, thumbnail or branding of the materials in any way;

16.6.4 You may not use the materials purposely out of context, or use the content to negatively reflect on us or our brand, or any other sponsored brand contained within the materials;

16.6.5 You may not sub-licence the licence granted without our express written permission;

16.6.6 You may not use the materials for any purpose other than the purpose for which they were originally produced;

16.6.7 You may not lend, hire out, sell or otherwise reproduce the materials without our express written consent;  

16.7 We reserve the right to take such actions as may be appropriate to restrain or prevent infringement of our intellectual property rights.

16.8 Where music and/or other stock media is required, we can arrange to purchase the licence to use this and will include for it in our Proposal, provided you have requested for us to do so at the briefing stage.  Otherwise, this will be an additional cost.  In the event we purchase this for you, you will be responsible for complying with the licence terms relating to its usage.

16.9 You warrant that any logo, image, content, document or instruction you supply or give to us will not cause us to infringe the intellectual property rights of any third party.  

16.10 You agree to indemnify us against all loss, damages, costs and expenses awarded against us or incurred by us in settlement of any claim for infringement of any patent, copyright, design, licence, trademark or other intellectual property rights resulting from your breach of this section (16).

17. Term and Renewal

17.1 This Agreement commences on the Commencement Date and expires when all Subscription Terms have expired, and all other Orders have been completed, unless otherwise terminated in accordance with this Agreement (Term).

17.2 Unless otherwise set out in the relevant Order, each Subscription Term will automatically renew for periods equal to the initial Subscription Term at the then-current rates unless either party elects not to renew the Subscription Term by providing written notice to the other party at least 30 days prior to the expiry of the then-current Subscription Term, in which case your subscription will expire at the end of the then-current Subscription Term.

18. Termination and Suspension

18.1 You may terminate Subscription Services at any time by written notice or through the functionality provided by the Subscription Services. If you choose to terminate this Agreement in accordance with this section (18), you will not be entitled to any credits or refunds as a result of such termination.

18.2 Either party may terminate this Agreement in whole or part, including any particular Order(s), immediately upon providing notice to the other party if:

18.2.1 the other party is in material breach of this Agreement and does not cure the breach within thirty (30) days after written notice of the breach; or

18.2.2 if the other party ceases to operate, has an administrator appointed, enters a deed of company arrangement or other form of administration involving one or more of its creditors, is subject to an order that it be wound up, declared bankrupt, or that a liquidator or receiver be appointed, or otherwise becomes insolvent or is unable to meet its financial obligations.

18.3 Subject to sections 18.2 and 18.4, you cannot cancel any one-off Services once the Contract is formed.  In the event of cancellation, you will be required to pay the total quoted fee, which will become immediately due and payable.  Upon receipt of payment, we will hand over any works which have been completed.

18.4 Simple Foundry may suspend the Services (including any of Your Accounts) immediately, or terminate this Agreement in whole or part, including any particular Order(s), if:

18.4.1 you are in material breach of this Agreement more than two times during the Term notwithstanding any cure of such breaches;

18.4.2 you have failed to pay any Fees within sixty (60) days after the relevant due date;

18.4.3 you infringe Simple Foundry’s Intellectual Property Rights; or

18.4.4 your use of the Services breaches any applicable law or any of the Simple Foundry Policies. Simple Foundry will notify you of any suspension or termination under section (18) (where practicable).

18.5 If Simple Foundry suspends your use of the Services pursuant to its rights under this Agreement:

18.5.1 Simple Foundry will continue to charge you Fees during the suspension period and you must pay any outstanding Fees prior to Simple Foundry resuming the provision of the Services; and

18.5.2 Simple Foundry will only resume the provision of the Services once you have cured (to Simple Foundry’s reasonable satisfaction) the matter that caused the suspension.

19. Consequences of Termination

19.1 If the Agreement or any Order is terminated:

19.1.1 by you for Simple Foundry’s breach, then Simple Foundry will refund any prepaid, unused Fees that relate to the terminated Subscription Services; or

19.1.2 by Simple Foundry for your breach, then you must pay to Simple Foundry any and all outstanding Fees due for the remaining duration of any Subscription Term, which will become immediately due and payable upon termination.

19.2 Upon the date that this Agreement or any Order expires or is terminated, then you and your End Users must cease all access and use of the Services, and delete Simple Foundry’s Confidential Information in your possession or control, including any software or other materials that Simple Foundry has provided to you, or made accessible for download by you. Upon our request, you will certify that you have complied with this section (19). You must export Your Data from the Subscription Services before the end of the Subscription Term, as you will not have access to Your Data after expiration or termination of this Agreement. Simple Foundry will delete or destroy Your Data as specified in Simple Foundry’s Privacy Policy.

19.3 The following provisions will survive any termination or expiration of this Agreement: sections (6), (7), (8.1), (8.5), (9.1), (10.2), (10.3), (10.4), (11), (15), (16), (19.2), this (19.3) and (21), and any other sections which by intent or meaning have validity beyond termination or expiration of this Agreement.

20. Amendments

20.1 Simple Foundry may update or modify the terms of this Agreement from time to time, including the Simple Foundry Policies and any other referenced documents, to respond to changes in Simple Foundry’s products, services, business or as required by law, by giving notice to you. If an update or modification to the terms of this Agreement materially reduces your rights, you may terminate this Agreement upon providing notice to Simple Foundry within 30 days after the date of Simple Foundry’s notice to you under this section (20) (with such termination to be effective on the date of your notice or the effective date of the update or modification, whichever is later), and Simple Foundry will refund any prepaid, unused Fees in respect of any terminated Subscription Services.

21. General

21.1 Unless otherwise agreed in your Order, the laws governing this Agreement and the courts exercising exclusive jurisdiction depend on where you are domiciled.

21.2 If any provision of this Agreement is held to be invalid, illegal, or unenforceable that provision shall be deemed omitted to the extent that it is invalid, illegal, or unenforceable and the remainder of this Agreement shall be construed in a manner as to give greatest effect to the original intention of this Agreement.

21.3 The failure of either party to exercise any right provided in this Agreement in any instance will not be deemed to be a waiver of such right.

21.4 Except where an exclusive remedy is specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.

21.5 Other than in respect of an obligation to pay any Fee or other amount, neither party will be liable for non-performance or inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, pandemic, riot, labour condition, governmental action, power interruption, telecommunication, data and internet disturbance) that was beyond the party’s reasonable control (Force Majeure Event).

21.6 Your use of any website or software that is not provided by Simple Foundry to access or download the Services will be governed by the terms and conditions applicable to that website or software. Simple Foundry is not responsible for any consequences resulting from the use of such website or software, including but not limited to any damage to your property, including your Device, or the transfer of any computer virus or similar malicious code, except to the extent such consequences are caused by the Service.

21.7 Any notices to you may either be posted on our website, via an in-product notification given in writing (which may be by email). Billing-related notices will be sent to the billing contact designated by you. All other notices will be sent to your Admin Account(s). Any notices to Simple Foundry, and any questions, concerns or complaints relating to the Services must be in writing and addressed to peter@simplefoundry.co.uk.

21.8 Any dispute, controversy or claim arising out of or relating to this Agreement, or any aspect of the relationship between you and Simple Foundry, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury, unless you opt out of this arbitration agreement within 30 days of the first acceptance date of any version of this Agreement (the Opt Out Deadline). You may opt out of these arbitration procedures by emailing us at peter@simplefoundry.co.uk by the Opt Out Deadline and stating that you reject the agreement to arbitrate. Unless you opt out by the Opt Out Deadline, you agree that you and Simple Foundry are each waiving the right to sue in court and to have a trial by a jury. The arbitrator shall have the power to rule on any challenge to its own jurisdiction, the arbitrability of any claim, or to the validity or enforceability of any portion of the agreement to arbitrate. The arbitrator shall also have the power to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. You and Simple Foundry agree to arbitrate solely on an individual basis, and agree that this Agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitration shall be administered by American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

21.9 This Agreement, and any rights granted hereunder, must not be transferred or assigned by either party (assigning party) without the prior express written consent of the other party, except to:

21.9.1 a third party participating in a merger with, or acquisition of the assigning party; or

21.9.2 an affiliate or subsidiary of the assigning party.

21.10 You grant Simple Foundry the right to identify you as a customer and to use your logo across Simple Foundry’s marketing materials, including our website. You may notify us that you do not wish to be identified as a customer or for us to use your logo, by contacting us at peter@simplefoundry.co.uk.

21.11 Notices will be deemed to have been duly received and properly served 24 hours after an email is sent or three working days after the date of posting of any letter.  In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that it was properly addressed to the address provided, stamped and placed in the post and in the case of an email, that it was sent to the specified email address of the addressee.

21.12 This Agreement contains the entire understanding between the parties regarding the subject matter of this Agreement. To avoid doubt, resellers of the Services are not authorised to modify the terms of this Agreement or make any representations, undertakings or other legally binding commitments on behalf of Simple Foundry.

21.13 You represent that neither you nor any of your End Users are on any U.S. government denied-party list, and that you will not permit any End User to access or use any service in a U.S.-embargoed country or region.

21.14 If this Agreement is translated into any language other than English, the English text will govern unless expressly stated otherwise in the translation.

21.15 These Terms and Conditions and the relationship between you and us (whether contractual or otherwise) will be governed by, and construed in accordance with, the laws of England and Wales.

21.16 Any dispute, controversy, proceedings or claim between you and us relating to the Contract or these Terms and Conditions (whether contractual or otherwise) will be subject to the jurisdiction of the courts of England and Wales.

22. No Employment

22.1 Nothing in the Contract will render or be deemed to render us an employee or agent of yours or you an employee or agent of ours.

23. Assignment and Sub-Contracting

23.1 You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under the Agreement.

23.2 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under the Agreement, without your prior consent.  

23.3 Where we sub-contract the performance of any of our obligations under the Contract, we will be responsible for every act or omission of the sub-contractor as if it were an act or omission of our own.

24. Literature and Representations

24.1 Any marketing literature is presented in good faith as a guide to represent the Services offered and does not form a part of the Agreement.  None of Simple Foundry’s employees or agents are authorised to make any representation concerning the Services unless confirmed by us in writing.  In entering into the Agreement, you acknowledge that you do not rely on and waive any claim for breach of any such representations, which are not so confirmed.

25. Retained Services

25.1 We offer levels of retained packages to choose from based on your requirements.  We will confirm your chosen package in a formal Proposal, which you will need to accept as set out in section 1.  Once the Agreement is formed, the retainer will stay in force for the initial minimum Term as outlined in our Proposal, and then it will be automatically renewed on a rolling monthly basis, on these same Terms and Conditions, unless a written notice to terminate is given by either party in accordance with section 18.

25.2 We reserve the right to adjust our fees but we will give you no less than 3 months’ notice of this and will do so no more than once per year.  

25.3 We will invoice monthly in advance throughout the Term of the Contract.  Payment must be made by direct debit, unless otherwise agreed and documented by both parties.

25.4 Where we have included for a set number of sites and/or site visits, then if the number needs to be increased, this will be chargeable.

25.5 Should you fail to use all the visits for which we are contracted during each year of the Term, those visits will be lost.

26. Timeframes, Site Visits, and Meetings

26.1 Our normal working hours are Monday to Friday, 9am - 5pm excluding public holidays in England.  Services or site visits required outside of these times will incur additional costs, reflected in the Proposal.

26.2 We will use all reasonable endeavours to meet any deadlines as set out in the accepted Proposal.  However, any such deadlines we may agree are done so in good faith and are estimates only.  Time will not be of the essence in the performance of our Services.

26.3 If our Proposal is based on a set number of hours, days or visits, then once the allotted time is used, we will issue a further Proposal for the additional time required and we will be unable to respond to queries or carry out further work until the new Proposal is accepted.  

26.4 Any site visits and meetings included in our Proposal will be carried out at a time agreed between you and us in advance.  We require a minimum of 48 hours’ notice to cancel or rearrange an agreed site visit or meeting.  If we do not receive the required notice, or if we are unable to gain access to the required areas, people, records or systems in order to provide our Services, then we reserve the right to charge for the short-notice cancellation or aborted visit.

26.5 If we have to reschedule or cancel a scheduled visit or meeting, we will contact you as soon as possible to minimise disruption and will rearrange this for as soon as reasonably possible.

26.6 Where any aspect of the Services is to be undertaken on your premises, it is your responsibility to ensure that all necessary safeguards are in place and all safety measures taken to comply with the Health and Safety at Work etc. Act 1974 and subsequent legislation and to indemnify us against any consequence of a breach of said Act.  We reserve the right not to commence work if we believe this not to be the case and to recover any losses incurred as a result.

27. Advertising and Sponsorship

27.1 We offer advertising and sponsorship packages, and product launch videos, within our Simple Foundry brand.  

27.2 Where we have agreed to provide a product launch video or podcast, please note that we will be endorsing your product on our platform, not producing a commercial advertisement.  We will use our own branding, content and style.  Use of the video is subject to section 13.

27.3 Our advertising and sponsorship packages will be on a retained basis and subject to a minimum Term.  It is your responsibility to ensure that you make use of the included podcasts, videos or other content within the first half of the Term, to allow us time for filming and editing.  If you fail to do so, then any unused portion will be lost and no refund or reduction will be offered.  

27.4 We cannot guarantee you will receive any increase in sales or other return on investment from the advertising or sponsorship with us.  

27.5 Our sponsorship packages are not exclusive.

28. Waiver

28.1 No failure or delay by either party in exercising any of its rights under the Contract will be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of the Contract will be deemed to be a waiver of any subsequent breach of the same or any other provision.

Appendix 1 (Data Protection Compliance)

1. In this Appendix and in Appendix 2 (Data Processing Agreement):

Californian Data Protection Laws means the CCPA, as amended by the CPRA.

Customer Personal Data means any personal data which Simple Foundry (or its sub-processors) processes on your behalf as a processor in the course of providing Services.

Data Protection Laws means all data protection laws applicable to the processing of Customer Personal Data under this Agreement, including: (i) the EU Data Protection Laws; (ii) the UK Data Protection Laws; and (iii) the California Data Protection Laws.

EU Data Protection Laws means the GDPR and any national laws which implement or supplement or replace the same from time to time.

EU International Transfer means:

• a transfer of personal data from you to Simple Foundry or its affiliates (or vice versa in the case of transfers of personal data between the parties where both parties act as controllers); or
• an onward transfer of personal data from Simple Foundry or its affiliates, where such transfer would at the time of the transfer be prohibited by EU Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws) in the absence of the EU Standard Contractual Clauses to be established under section 2 of Appendix 2 (Data Processing Agreement).

EU Standard Contractual Clauses means the Standard Contractual Clauses forming part of Decision 2021/914/EC (as amended or replaced from time to time), including their appendices and with the relevant Modules and Options set out under section 2 of Appendix 2 (Data Processing Agreement).

Security Incident means a breach of Simple Foundry’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data.

personal data, personal information, consent, controller, processor, data subject, sale, share, commercial purpose, business purpose and processing mean those concepts, roles and activities as defined in the applicable Data Protection Laws.

UK Addendum means the Addendum to the EU Standard Contractual Clauses issued by the UK Information Commissioner’s Office in accordance with S119A of the UK Data Protection Act 2018 and incorporating:

• the party details as set out in section 4 of Appendix 2 to this Agreement, inserted in Table 1 (Parties) of such UK Addendum;
• the first option in Table 2 to clarify the UK Addendum incorporates the EU Standard Contractual Clauses;
• the list of parties and the description of the transfer of personal data, each as set out in section 4 of Appendix 2, inserted in Table 3 (Appendix Information) of such UK Addendum;
• the description of the technical and organisational security measures (as available upon request), inserted in Table 3 (Appendix Information) of such UK Addendum;
• the list of sub-processors (available upon request), inserted in Table 3 (Appendix Information) of such UK Addendum; and
• the option neither party set out in Table 4 of such UK Addendum.

UK Data Protection Laws means Data Protection Act 2018 and UK’s version of the GDPR which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 (“UK GDPR”) and any legislation applicable in the UK in force from time to time relating to privacy or the processing of personal data.

UK International Transfer means:

• a transfer of personal data from you to Simple Foundry or its affiliates (or vice versa in the case of transfers of personal data between the parties where both parties act as controllers); or
• an onward transfer of personal data from Simple Foundry or its affiliates, where such transfer would at the time of the transfer be prohibited by the UK GDPR (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws) in the absence of the relevant UK Standard Contractual Clauses to be established under section 5 of Appendix 2 (Data Processing Agreement).

2. Simple Foundry is the controller in respect of personal data, such as account registration details, that we collect directly from users of the Services (End Users) and users of No-Charge Services, and which we use for the purposes of our business.

3.You are the controller and we are the processor in respect of any other personal data (including within Your Modifications) that is uploaded by End Users and/or users of No-Charge Services including data, templates, information, content, code, video, images or other material of any type (Materials), or which is provided by your administrators (see section (5) of the General Terms).

4. To the extent that the Services comprise the processing of personal data where we are the controller and you are the controller: the provisions of sections 2, 3, 4 and 5 of Appendix 2 (Data Processing Agreement) to this Agreement shall apply (where applicable).

5. Simple Foundry will make available our Privacy Policy at our website and where you provide us with personal data in connection with the Agreement where we will act as the controller (for example where you provide contact details for use in administering the Agreement), you agree to ensure that these individuals are provided with a copy of our Privacy Policy. Where we are a processor and not a controller, it is your responsibility to ensure that in accordance with relevant Data Protection Laws:

• There is a lawful basis for the collection and processing of personal data; and
• You have provided an appropriate privacy policy to the End Users and other data subjects.

Appendix 2 (Data Processing Agreement)

General

The provisions of this Appendix form part of this Agreement to the extent that section (12) of the General Terms applies.

Terms of Data Processing

1. Where Simple Foundry acts as processor of personal data on your behalf, Simple Foundry shall:

• process personal data only on your reasonable documented instructions unless required to do so by law; in such a case, Simple Foundry shall inform you of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest. You acknowledge and agree that your final and completion instructions regarding the processing of Customer Personal Data are set out in this Agreement. Any additional or alternate instructions must be agreed in writing by the parties (and Simple Foundry will be entitled to charge a reasonable fee to cover any costs incurred in complying with them);
• ensure that persons authorised to process the personal data on our behalf have committed themselves to confidentiality obligations or are under an appropriate statutory obligation of confidentiality;
• implement appropriate technical and organisational security measures to ensure a level of security for the personal data which is appropriate to the risks to individuals that may result from the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the personal data. The measures that we consider appropriate are available upon request;
• not engage another processor without your prior specific or general written authorisation. A list of sub-processors currently engaged by Simple Foundry and authorised by you is available upon request. You must subscribe to receive notice of updates to the list of sub-processors by providing your appropriate details upon creating your account. You may notify us in writing of any objections to new sub-processors (provided the objection is based on reasonable grounds relating to data protection). If we receive such an objection, the parties will discuss such objections in good faith and Simple Foundry will use its reasonable commercial endeavours to resolve any such objection. If the parties are not able to resolve the objection, you may terminate the affected Services by providing 30 days written notice to Simple Foundry. We shall impose obligations on any processor that we appoint on your behalf that are equivalent to the terms set out in this Appendix 2. We shall remain liable for the performance of these processors;
• taking into account the nature of the processing, assist the controller by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the controller’s obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the EU Data Protection Laws and any assistance provided by us to you in to respond to requests from: (i) data subjects to exercise their rights under Data Protection Laws; or (ii) regulatory authorities, shall be at your cost on a time and materials basis;
• at the choice of the controller, delete or return all the personal data to the controller after the end of the provision of services relating to processing, and delete existing copies save that Simple Foundry shall be entitled to retain Customer Personal Data where required by Data Protection Law or another applicable law, including any United Kingdom, Australian state or Commonwealth law to which the processor is subject, or where such data is required for Simple Foundry’s internal record keeping or where it is necessary for use in any legal proceedings; You must notify us of Personal Data that you wish to have returned or deleted within 30 days following the effective date of termination; and
• make available to the controller all information reasonably necessary to demonstrate compliance with the obligations laid down in Article 28 of the EU Data Protection Laws and allow for and contribute to audits, including inspections, conducted by the controller or another auditor mandated by the controller (in each case at the controller’s cost). Any assistance provided by us to you to demonstrate compliance with Data Protection Laws shall be provided at your cost. The timing, scope and duration of any audit shall be mutually agreed by the parties. You shall not be entitled to carry out audits more than once in any 12 month period, other than where a data security incident has taken place, you shall be entitled to carry out an additional audit within 30 days of Simple Foundry notifying you of such security incident. You shall ensure that any third party auditor appointed by you is (i) not a competitor of Simple Foundry; and (ii) is committed to appropriate confidentiality obligations. You and/or any third-party auditor shall comply with Simple Foundry’s standard policies and procedures when accessing Simple Foundry’s premises or systems.

EU International Transfers

2. With respect to any EU International Transfers, Simple Foundry acting on its own behalf and as agent for each Simple Foundry affiliate and you acting on your own behalf and as agent for each of your affiliates, hereby enter into the EU Standard Contractual Clauses incorporating: (i) the general clauses (Clauses 1-6); (ii) Modules One (Transfer Controller to Controller), Two (Transfer Controller to Processor), and Four (Transfer Processor to Controller) as applicable and the relevant options as specified in the table set out in this section 3 of this Appendix 2; and (iii) with the Annexes populated as set out below:

• Annex I of the EU Standard Contractual Clauses shall be pre-populated with the details set out in section 4 of this Appendix 2; and
• Annex II of the EU Standard Contractual Clauses: Simple Foundry's technical and organisational measures are available upon request

The EU Standard Contractual Clauses shall come into effect upon commencement of an EU International Transfer.

Prior to the commencement of any EU International Transfer to or from a sub-processor, Simple Foundry will use its reasonable endeavours to enter into the EU Standard Contractual Clauses with such sub-processor, incorporating the general Clauses (Clauses 1-6) and Module 3 (Transfer Processor to Processor).

EU Standard Contractual Clauses: Modules and options

3. For the purposes of section 2 of Appendix, the parties agree that the following Modules and Options of the EU Standard Contractual Clauses shall be deemed to be incorporated:

Clause 7 (Docking clause) - Clause 7 shall not be incorporated.

Clause 8 (Data protection safeguards) - Modules One, Two and Four.

Clause 9 (Use of sub-processors) - Module Two, Option 2, and the specific time period shall be as set out in section 1(d) of this Appendix 2.

Clause 10 (Data subject rights) - Modules One, Two and Four.

Clause 11 (Redress) - Module One and Two, and the Option in Clause 11(a) shall not be incorporated.

Clause 12 (Liability) - Modules One, Two and Four.

Clause 13 (Supervision) - Module One and Two, incorporating all paragraphs of Clause 13(a) as applicable.

Clause 14 (Local laws and practices affecting compliance with the Clauses) -Modules One, Two and Four.

Clause 15 (Obligations of the data importer in case of access by public authorities) - Modules One, Two and Four.

Clause 16 (Non-compliance with the Clauses and termination) - For Clause 16(d) the relevant parts for Modules One, Two and Four.

Clause 17 (Governing law) - Modules One and Two, Options 1 and 2 as applicable and the law inserted shall be the laws of the EU Member State in which the data exporter is established, save that: (i) where such laws do not allow for third-party beneficiary rights; or (ii) the data exporter is not established in an EU Member State, the law inserted shall be the laws of Ireland.

Module Four and the law inserted shall be the laws of the country stated in the governing law clause of the Agreement, save that where such law does not allow for third-party beneficiary rights, the law inserted shall be the laws of Ireland.

Clause 18 (Choice of forum and jurisdiction) - Modules One and Two and the courts inserted shall be the courts in the Member State referred to in Clause 17 (Governing law); and

Module Four and the country inserted shall be the country stated to have jurisdiction in the Agreement, save that where the laws of that country do not allow for third-party beneficiary rights, the country inserted shall be the law of Ireland.

Details of data processing

4. For the purposes of section 2 of this Appendix 2, the parties agree that Annex I of the EU Standard Contractual Clauses shall be pre-populated with the following details:

List of parties:

‍Data Exporter:

Name: the person or entity agreeing to these terms.

Address: as set out in your Order Form/s.

Contact person’s name, position and contact details: as set out in your Order Form/s.

Activities relevant to the data transferred under these Clauses: as set out in the Agreement.

Role (controller/processor): controller.

Data importer(s):

Name: Simple Foundry.

Address: as set out in your Order Form/s.

Contact person’s name, position and contact details: as specified on a case-by-case basis

Activities relevant to the data transferred under these Clauses: as set out in the Agreement.

Role (controller/processor): controller and/or processor, as applicable.

Description of transfer

Categories of data subjects whose personal data is transferred: the data subjects may include your customers, employees, suppliers and end-users as further set out in the relevant Privacy Policy, available upon request.

Categories of personal data transferred: Customer Personal Data as further set out in relevant Privacy Policy, available upon request.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures: no sensitive data shall be transferred by the data exporter to the data importer, and as per the Agreement including without limitation and where relevant Simple Foundry’s technical and organisational security measures are available upon request.

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis): continuous unless otherwise specified in the Agreement.

Nature of the processing: data hosting, storage and such other services as are described in the Agreement.

Purpose(s) of the data transfer and further processing: the purpose of the data processing is the provision of the Services under the Agreement.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: personal data will be retained until such time as you notify Simple Foundry that you would like the personal data returned to you or deleted in accordance with the Agreement.

For transfers to (sub-) processors, also specify the subject matter, nature and duration of the processing:

• subject matter of the processing is the processing of Customer Personal Data in connection with the performance of the Agreement;
• nature of processing is as described in the Agreement; and
• the duration of the processing is determined by you, subject to the other provisions of the Agreement.

Competent supervisory authority

The competent supervisory authority in the EU Member State in which the data exporter is established and, in the event that the data exporter is not established in an EU Member State, the data protection authority of Ireland.

UK International Transfers

5. With respect to any UK International Transfers, you acting on your own behalf and as agent for each of your affiliates (each as “data exporter”) and Simple Foundry acting on its own behalf and as agent for each Simple Foundry affiliate (each as “data importer”) hereby enter into the UK Addendum in respect of any UK International Transfer from you or your affiliate to Simple Foundry or a Simple Foundry affiliate.

6. The UK Addendum shall come into effect upon commencement of a UK International Transfer.

7. Prior to the commencement of any UK International Transfer to or from a sub-processor, Simple Foundry will use its reasonable endeavours to enter into the EU Standard Contractual Clauses and the UK Addendum with such sub-processor, incorporating the general Clauses (Clauses 1 – 6) and Module 3 (Transfer Processor to Processor).

California Data Protection Laws

8. Where Simple Foundry acts as service provider and processes personal information of California residents on your behalf pursuant to the California Data Protection Laws, Simple Foundry shall process Customer Personal Data for the purpose of providing the Services to you.

9. Simple Foundry agrees that it shall not: (i) sell or share Customer Personal Data; (ii) retain, use, or disclose Customer Personal Data for any purpose, including a commercial purpose, other than for the business purposes specified in this Agreement; (iii) retain, use, or disclose Customer Personal Data outside of the business relationship between Simple Foundry and you; or (iv) combine personal information with Customer Personal Data that Simple Foundry receives from or on behalf of another person or collects from its own interaction with data subject, unless, for (ii), (iii), or (iv) above, as otherwise permitted of a service provider by California.

Privacy Policy

There are many different ways you can use our services – to share information, to communicate with other people, or to create new content after following our instructions.

When you share information with us, for example by creating an account with us, we can make those services even better – to help you connect with people or to make sharing with others quicker and easier. As you use our services, we want you to be clear how we’re using information and the ways in which you can protect your privacy.

Where our processing of your information is covered by the General Data Protection Regulation 2016/679 (“GDPR”), or the California Consumer Privacy Act (“CCPA”) the sections of this Privacy Policy in Appendix 1 – Your Rights – apply to you.

Our Privacy Policy explains:

• What information we collect and why we collect it.
• How we use that information.
• The choices we offer, including how to access and update information.

We’ve tried to keep it as simple as possible, but if you’re not familiar with terms like cookies, IP addresses and browsers, then read about these key terms first. Your privacy matters to us; whether you are new to Simple Foundry or a long-time customer, please do take the time to get to know our practices – and if you have any questions, contact us directly.

Transparency and choice

People have different privacy concerns. Our goal is to be clear about what information we collect, so that you can make meaningful choices about how it is used and control who you share information with. By providing personal information to us, you consent to us collecting, holding, using and disclosing your personal information in accordance with this Privacy Policy. You do not have to provide personal information to us, however, if you do not, it may affect your use of this Site or the products and/or services offered on or through it.

You may also set your browser to block all cookies, including cookies associated with our services, or to indicate when a cookie is being set by us. However, it’s important to remember that many of our services may not function properly if your cookies are disabled. For example, you may not be able to login to Simple Foundry or utilise other services.

Information we collect

We collect information to provide better services to all of our users – from figuring out basic stuff like which language you speak, to more complex things like what content of ours matters most to you.

We collect information in the following ways:

• Information you give us. We collect information about you and your company as you register for an account with us, create or modify your profile, use, access, or interact with our services or our websites (including but not limited to when you upload, download, collaborate on or share content, including photos and videos). Such content includes any personal information or other sensitive information that you choose to include. For example, many of our services require you to sign up for an account with us. When you do, we’ll ask for personal information, like your name, email address, telephone number or credit card. We may present your name, email address or image to other users in your organisation, or otherwise associated with your account in order to assist in sharing or recommendations.
• Information we get from your use of our services. We may collect information about the services that you use and how you use them, like when you visit a website that uses our services or you view and interact with our content. This information includes:

Device information – We may collect device-specific information (such as your hardware model, operating system version, unique device identifiers, and mobile network information including phone number). We may associate your device identifiers or phone number with your account.

Log information – When you use our services or view content provided by us, we may automatically collect and store certain information in server logs. This may include:

• details of how you used our service, such as your search queries;
• telephony log information like your phone number, calling-party number, forwarding numbers, time and date of calls, duration of calls, SMS routing information and types of calls;
• Internet Protocol address;
• device event information such as crashes, system activity, hardware settings, browser type, browser language, the date and time of your request and referral URL; and
• cookies that may uniquely identify your browser or your account.

Contact information – When you choose to use the Simple Foundry services to invite members of your contact list to view an action or a template, or be part of your organisation, we may collect, sync and store certain contact information such as names, phone numbers and email addresses. This information may be sent to our servers for the purposes of providing those members of your contact list with an invitation to participate in the Simple Foundry services as directed by you.

Location information – When you use a location-enabled Simple Foundry service, we may collect and process information about your actual location, like GPS signals sent by a mobile device. We may also use various technologies to determine location, such as sensor data from your device that may, for example, provide information on nearby Wi-Fi access points and cell towers.

Unique application numbers – Certain services may include a unique application number. This number and information about your installation (for example, the operating system type and application version number) may be sent to us when you install or uninstall that service or when that service periodically contacts our servers, such as for automatic updates.

Local storage – We may collect and store information (including personal information) locally on your device using mechanisms such as browser web storage (including HTML 5) and application data caches.

Cookies and anonymous identifiers – We use various technologies to collect and store information when you visit our services, and this may include sending one or more cookies or anonymous identifiers to your device. We also use cookies and anonymous identifiers when you interact with services we offer to our partners, such as advertising services or Simple Foundry features that may appear on other sites.

How we use information we collect

We may use the information we collect, including your personal information and transaction information, from all of our services in any one or more of the locations that Simple Foundry has operations or otherwise conducts business (these locations currently being the United Kingdom, the United States, and Australia) for the following purposes:

• for internal and service-related purposes, such as to provide, maintain, protect, improve, and personalise our services, to develop new ones and to protect the rights, property, or safety of Simple Foundry and our users;
• to communicate with you in order to provide you with information we think may be useful or relevant to you;
• to promote our services and related services;
• to analyse information in order to offer aggregated anonymised data products to third parties;
• to facilitate the sharing of aggregated and anonymised information with third parties, including transaction data. An example of anonymised information would be the number of times a template is used or location data , which may be used by those third parties to inform judgements about the organisation using the software, but not about any individuals whose data is processed using the software;
• to enforce the Privacy Policy and our terms and conditions for use of our services and websites;
• to monitor and analyse trends, usage, and activities in connection with our services and for marketing or advertising purposes or to offer you tailored content;
• to investigate and prevent fraudulent transactions, unauthorised access to or use of our services, and other illegal or unusual activities;
• to use the name you provide for your Simple Foundry profile across all of the services we offer that require a Simple Foundry account. In addition, we may replace past names associated with your Simple Foundry account so that you are represented consistently across all our services. If other users already have your email, or other information that identifies you, we may show them your publicly visible Simple Foundry profile information, such as your name and photo (if applicable);
• when you contact us, to keep a record of your communication to help solve any issues you might be facing. We may use your email address to inform you about our services, such as letting you know about upcoming changes or improvements;
• from cookies and other technologies, to improve your user experience and the overall quality of our services;
• to combine information from one service, including personal information, into other Simple Foundry services – for example to make it easier to share things with people you know;
• as otherwise stated in this Privacy Policy

To use the information we collect, we may require our systems to access, screen capture, store, video and/or scan your information. Where appropriate or required by data protection laws, we will ask for your consent before using information for a purpose other than those that are set out in this Privacy Policy.

Retention of Personal Data

We will retain your personal information for the time necessary to provide the services we perform for you, or to achieve other purposes outlined in this Privacy Policy, and you can always request that we stop processing or delete your personal information.

We’re required to keep some of your information for certain periods of time under law. When we no longer require your information, we’ll ensure that your information is destroyed or de-identified.

We may need to retain certain personal information after we cease providing you with products or services to enforce our terms, for fraud prevention, to identify, issue or resolve legal claims and/or for proper record keeping.

Disclosure of personal information outside the United Kingdom

Simple Foundry processes personal information on our servers for many countries around the world. We may process your personal information on a server located outside the country where you live.

We may disclose personal information outside of the United Kingdom to third parties for the purposes outlined in this Privacy Policy.

By providing us with personal information, you consent to the disclosure of your personal information to third parties who reside outside United Kingdom. Where we disclose your personal information to third parties, we will take reasonable steps to ensure that any overseas recipient will deal with such information in a way that is consistent with the relevant UK and EU legislation.

Information you share

Many of our services let you share information with others. Remember that when you share information publicly, it may be indexable by search engines. Our services provide you with different options on sharing and removing your content.

Information we share

We do not share personal information with third parties unless one of the following circumstances apply:

With your consent

We will share personal information with companies, organizations or individuals outside of Simple Foundry when we have your consent to do so.

With account administrators

If your account is managed for you by an organisation administrator then your organisation’s administrator and resellers who provide user support to your organisation will have access to your information (including your email and other data).

Your account administrator may be able to:

• view statistics regarding your account;
• change your account password;
• suspend or terminate your account access;
• access or retain information stored as part of your account;
• receive your account information in order to satisfy applicable law, regulation, legal process or enforceable governmental request;
• restrict your ability to delete or edit information.

Please refer to your account administrator’s and reseller’s privacy policy for more information.

With Third Party Service Providers

We may disclose personal information to:

• third party service providers for the purpose of enabling them to provide their services, including (without limitation) IT service providers, data storage or management, web-hosting and server providers, debt collectors, maintenance or problem-solving providers, marketing or advertising providers, customer lifecycle management providers, data analytics or reporting providers, finance systems, cyber security providers, project management or collaboration providers, testing, research and alert tools, email service providers and payment systems operators;
• our existing or potential agents or business partners;
• third parties, including agents or sub-contractors, who assist us in providing information, products, services or direct marketing to you.

To address fraud, security or technical issues

We will share your personal information with trusted third parties where necessary to detect, prevent or otherwise address fraud, security or technical issues.

For legal reasons

We may disclose your information if required by applicable law, regulation or as part of any actual or prospective legal process (including if reasonably necessary to enforce applicable Terms of Service or in order to establish, exercise or defend our legal rights). If we receive a request from a regulatory body or law enforcement agency, and if permitted under GDPR, the CCPA and other laws, we may disclose certain information to such bodies or agencies.

Merger or acquisition

If we merge with or are acquired by another business, we may share your personal information with the new owners of the business and their advisors. We will continue to ensure the confidentiality of any personal information and give affected users notice (for example, via a message to the email address associated with your account) before personal information is transferred or becomes subject to a different privacy policy.

Information Security

We have put in place robust measures regarding the security of the information we collect and store about you (including through the use of network and database security measures) and will use our reasonable endeavours to protect your personal data from unauthorised access to or unauthorised alteration, disclosure or destruction. In particular:

• We encrypt many of our services using Secure Sockets Layer (SSL) or Transport Layer Security (TLS).
• We review our information collection, storage and processing practices, including physical security measures, to guard against unauthorised access to systems.
• We restrict access to personal information to our employees, contractors and agents who need to know that information in order to process it for us, and who are subject to strict contractual confidentiality obligations and may be disciplined or terminated if they fail to meet these obligations.
• We have multiple authentication and access control measures to ensure data is only accessed by authorised personnel.

The transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our servers via third party networks; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.

Application

Our Privacy Policy applies to all of the services offered by Simple Foundry and its affiliates, including services offered on other sites, but excludes services that have separate privacy policies that do not incorporate this Privacy Policy.

Our Privacy Policy does not apply to services offered by other companies or individuals, including products or sites that may be displayed to you in search results, sites that may include Simple Foundry services, or other sites linked from our services. Our Privacy Policy does not cover the information practices of other companies and organisations who advertise our services.

Enforcement

We regularly review our compliance with our Privacy Policy. We also adhere to several self regulatory frameworks. When we receive formal written complaints, we will contact the person who made the complaint to follow up. We work with the appropriate regulatory authorities, including local data protection authorities, to resolve any complaints regarding the transfer of personal data that we cannot resolve with our users directly.

Restrict

You may choose to restrict the collection or use of your personal information. If you have previously agreed to us using your personal information for direct marketing purposes, you may change your mind at any time by contacting us using the details below.

Access

You may request details of the personal information that we hold about you. An administrative fee may be payable for the provision of such information. In certain circumstances (dependent on domicile), as set out in the Privacy Act 1988 (Cth), we may refuse to provide you with personal information that we hold about you.

Correction

If you believe that any information we hold about you is inaccurate, out of date, incomplete, irrelevant or misleading, please contact us using the details below. We will take reasonable steps to correct any information found to be inaccurate, incomplete, misleading or out of date.

Complaints

If you believe that we have breached our associated duties and wish to make a complaint, please contact us using the details below and provide us with full details of the alleged breach. We will promptly investigate your complaint and respond to you, in writing, setting out the outcome of our investigation and the steps we will take to deal with your complaint.

Other Websites

Please note that clicking on links on our websites can result in your browser accessing a third party website, where data privacy practices are different to that of Simple Foundry.

We are not responsible for, and have no control over, information that is submitted to or collected by these third parties and you should consult their privacy policies.

Changes

We may revise this Privacy Policy from time to time and will post the most current version on our website. If a revision meaningfully reduces your rights or involves a material change to our processing your personal information, we will notify you.

Contact

If you have any enquiries or if you would like to contact us about our processing of your personal information, please contact us by any of the methods below. When you contact us, we will ask you to verify your identity.

Contact name: Privacy Officer

Email: peter@simplefoundry.co.uk

Appendix 1 - Your Rights

For the purpose of this Privacy Policy the controller of personal data is Simple Foundry and our contact details are set out in the Contact section above.

The Legal Basis for Processing your Information

Under GDPR, the main grounds that we rely upon in order to process personal data collected via our websites and services are the following:

• Necessary for entering into, or performing, a contract – in order to perform obligations that we undertake in providing a service to you, or in order to take steps at your request to enter into a contract with us, it will be necessary for us to process your personal data;
• Necessary for compliance with a legal obligation – we are subject to certain legal requirements which may require us to process your personal data. We may also be obliged by law to disclose your personal data to a regulatory body or law enforcement agency;
• Necessary for the purposes of legitimate interests – either we, or a third party, will need to process your personal data for the purposes of our (or a third party’s) legitimate interests, provided we have established that those interests are not overridden by your rights and freedoms, including your right to have your personal data protected. Our legitimate interests include responding to requests and enquiries from you or a third party, optimising our website, applications and customer experience, informing you about our products and services and ensuring that our operations are conducted in an appropriate and efficient manner;
• Consent – in some circumstances, we may ask for your consent to process your personal data in a particular way.

Third Party Service Providers

As mentioned above, we will share your personal information with trusted third parties where we have retained them to provide services that you or our clients have requested, and to perform maintenance or respond to technical incidents affecting our services. A list of sub-processors currently engaged by Simple Foundry is available upon request.

Where we disclose personal information to third parties, we require minimum standards of confidentiality and data protection from such third parties.

Processing Outside of the European Economic Area (“EEA”)

To the extent that any personal information is provided to third parties outside the EEA, or who will access the information from outside the EEA, we will ensure that approved safeguards are in place to ensure that we comply with GDPR, such as the standard contractual clauses approved by the European Commission.

Simple Foundry processes personal information on servers in many countries around the world. We may process your personal information on a server located outside the country where you live, including outside the EEA. We use datacentres operated by our third-party cloud hosting provider, Webflow to store user data and data uploaded to our products.

Retention of Personal Data

We will retain your personal information for the time necessary to provide the services we perform for you, or to achieve other purposes outlined in this Privacy Policy, and you can always request that we stop processing or delete your personal information (see the section below regarding your rights).

Your rights in respect of information we hold about you

You have certain rights in relation to personal information we hold about you. Details of these rights and how to exercise them are set out below. We will require evidence of your identity before we are able to act on your request.

Right of Access

You have the right at any time to ask us for a copy of the personal information about you that we hold. Where we have good reason, and if the GDPR permits, we can refuse your request for a copy of your personal information, or certain elements of the request. If we refuse your request or any element of it, we will provide you with our reasons for doing so.

Right of Correction or Completion

If personal information we hold about you is not accurate, out of date or incomplete, you have a right to have the data rectified, updated or completed. You can let us know by contacting us at peter@simplefoundry.co.uk.

Right of Erasure

In certain circumstances, you have the right to request that personal information we hold about you is erased e.g. if the information is no longer necessary for the purposes for which it was collected or processed or our processing of the information is based on your consent and there are no other legal grounds on which we may process the information.

Right to object to or restrict processing

In certain circumstances, you have the right to object to our processing of your personal information by contacting us at peter@simplefoundry.co.uk. For example, if we are processing your information on the basis of our legitimate interests and there are no compelling legitimate grounds for our processing which override your rights and interests. You also have the right to object to use of your personal information for direct marketing purposes.

You may also have the right to restrict our use of your personal information, such as in circumstances where you have challenged the accuracy of the information and during the period where we are verifying its accuracy.

Right of Data Portability

In certain instances, you have a right to receive any personal information that we hold about you in a structured, commonly used and machine-readable format.  You can ask us to transmit that information to you or directly to a third party organisation.

The above right exists only in respect of personal information that:

• you have provided to us previously; and
• is processed by us using automated means.

While we are happy for such requests to be made, we are not able to guarantee technical compatibility with a third party organisation’s systems. We are also unable to comply with requests that relate to personal information of others without their consent.

You can exercise any of the above rights by contacting us using any of the methods in the Contact section above.

Most of the above rights are subject to limitations and exceptions.  We will provide reasons if we are unable to comply with any request for the exercise of your rights.

To the extent that we are processing your personal information based on your consent, you have the right to withdraw your consent at any time. You can do this by contacting us using the details in the Contact section above.

Automated decision-making

Automated decision-making takes place when an electronic system uses personal information to make a decision without human intervention. It is specifically regulated under GDPR where such decisions are taken which have legal or other significant effects on individuals. It is permitted in the following circumstances:

• Where it is necessary to enter into or perform our contract with you and appropriate measures are in place to safeguard your rights.
• In limited circumstances, with your explicit written consent and where appropriate measures are in place to safeguard your rights.

You will not be subject to decisions that will have a significant impact on you based solely on automated processing, unless we have a lawful basis for doing so, we have notified you and given you a right to challenge the decision or to require that the decision be taken by a person.

Complaints

If you are unhappy about our use of your personal information, you can contact us using the details in the Contact section below. You are also entitled to lodge a complaint with the UK Information Commissioner’s Office using any of the below contact methods:

Telephone: 0303 123 11113

Website: https://ico.org.uk/concerns/

Post:    Information Commissioner’s Office
Wycliffe House
Water Lane
Wilmslow
Cheshire
SK9 5AF

If you live or work outside the UK or you have a complaint concerning our activities outside the UK, you may prefer to lodge a complaint with a different supervisory authority.  A list of relevant authorities in the EEA and the European Free Trade Area can be accessed here.

(b) California Consumer Privacy Act (“CCPA”)

The CCPA grants California residents certain additional rights regarding the personal information that Simple Foundry may collect, disclose or sell. For purposes of this section, “Personal Information” means anything that identifies, relates to, describes, is reasonably capable of being associated with, or could be reasonably linked, directly or indirectly, with a particular California consumer or household. We do not collect, use or sell Personal Information of children age 16 or under.

Individuals with disabilities may access this policy in an alternative format by sending an email to: peter@simplefoundry.co.uk

Your Disclosure Rights

As provided in this Privacy Policy:

• Over the past 12 months, Simple Foundry has collected personal information from you as provided in the “Information we collect” section above.
• Simple Foundry may share your information with third parties as provided in the “Information we share” section above.
• Simple Foundry does not sell (as such term is defined in the CCPA) the personal information that we may collect from you.

Requests

The CCPA also provides California residents with the right to request additional details about the personal information we collect (including how we use and disclose this information and whether it is sold) and, if necessary, the right to delete your personal information.

California residents may make a request pursuant to your rights under the CCPA by contacting us at peter@simplefoundry.co.uk. To ensure that the request is coming from you and to protect the security of your Personal Information, we will verify your request using 2 out of the following 4 data points to verify your identify: (1) email address; (2) telephone number; (3) description of the product or service you purchased or inquired about, and (4) the security code from your credit card. If you are requesting to delete sensitive information, you must provide us with us with 3 out of the following 4 data points described above to verify your identity. Government identification may be required.

We also commit to not discriminate against any California consumers because you exercise any of your rights. To read more about the CCPA please visit California Legislative Information.

Non-discrimination

You have the right to receive our products and services on equal terms regardless of whether or not you exercise your rights under the CCPA.

To read more about the CCPA please visit California Legislative Information.

User Policy

Thank you for continuing to use our services responsibly!

This Acceptable Use Policy applies to your use of Simple Foundry’s products and services, including the Simple Foundry Platform, and Simple Foundry’s websites and APIs (Services). You agree not to, and not to allow third parties (including End Users) to do any of the following in connection with the Services:

• violate, or encourage the violation of, the legal rights of others (for example, this may include allowing End Users to infringe or misappropriate the intellectual property rights of others in violation of the Digital Millennium Copyright Act);
• violate any law, statute or regulation in any jurisdiction where you or your End Users use the Services;
• upload or share any data that is obscene, vulgar, pornographic or indecent, or that contains, promotes or encourages acts of violence, terrorist activity or child exploitation;
• advocate bigotry, hatred or harassment of any person or group, including Simple Foundry personnel or representatives;
• engage in, promote or encourage illegal activity;
• carry out any unlawful, immoral, invasive, infringing, defamatory or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme or mirroring a website);
• intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;
• interfere with the use of the Services, or the equipment used to provide the Services, by customers, authorized resellers, or other authorised users, (for example, by overloading or flooding any part of the Services);
• disable, interfere with or circumvent any aspect of the Services or any security or authentication measures;
• probe, scan, or test the vulnerability of any system or network, unless done in accordance with our written consent;
• avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Simple Foundry or any other third party (including an End User);
• generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisings or other solicitations (“spam”);
• access, tamper with, or use parts of the Services, or shared areas of the Services, to which you have not been invited;
• share, transfer or otherwise provide access to an account designated for a specific End User to another person;
• access, search, or create accounts for the Services by any means other than our publicly supported interfaces (for example, “scraping” or creating accounts in bulk);
• abuse or circumvent discounts, trials, special offers or promotions, or any limits on your plan or that apply to a particular user type (including access or use of the Services in a manner intended to avoid incurring fees or which goes beyond reasonable use);
• attempt to access or search the Service, Shared Materials, templates, training course or incident workflow or download such materials from the Service using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Simple Foundry, through integrated Third Party Products or other generally available third party web browsers;
• sell the Services, unless specifically authorised to do so;
• undertake any commercial purpose, or use the Services for the benefit of any third party, not permitted by this Agreement or to access the Services to build a similar or competitive product or service or copy any ideas, features, functions or graphics of the Services; or
• utilise any interfaces provided with the Services to access any other Simple Foundry product or service in a manner that violates the terms of service of such other Simple Foundry product or service.

Simple Foundry reserves the right to investigate any violation of this Acceptable Use Policy.

Simple Foundry may:

• investigate violations of this Acceptable Use Policy or misuse of the Services; or
• remove, disable access to, or modify any material, content or resource that violates this Acceptable Use Policy or any other agreement we have with you for use of the Services.

Simple Foundry also may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third party.