This End-User License Agreement (“EULA”) is a legal agreement between you (“you” or “User”) and Noid Singapore Pte Ltd (UEN 201612131Z), 11 Woodlands Close #07-24, Singapore 737853 (“Noid”, “we” or “us”), governing your access to and use of Simplify, our field service management software, including the web application, the iOS and Android mobile apps, the customer portal, and any related integrations and services (together, the “Service”).
By creating an account, clicking “I agree”, connecting an integration, or otherwise using the Service, you agree to this EULA. If you are accepting on behalf of a company, you confirm you have authority to bind that company (“Customer”). If you do not agree, do not use the Service.
Where your organisation has signed a separate Software as a Service Agreement or order form with Noid (a “Subscription Agreement”), that document governs commercial terms such as fees, term and service levels. This EULA governs each individual’s use of the Service. If the two conflict, the Subscription Agreement prevails for the Customer, except for Section 6 (Third-Party Integrations), which always applies.
1. Definitions
“Customer Data” means all data and content that you or your end customers submit to or generate in the Service, including customer records, service addresses, quotations, jobs, invoices, photos, signatures and payment records.
“Authorised User” means an individual (such as an owner, admin, scheduler or technician) whom the Customer permits to access the Service under its subscription.
“Third-Party Services” means services not owned by Noid that interoperate with Simplify, including Intuit QuickBooks Online, Xero, WhatsApp, Zapier and app stores.
2. Licence grant
Subject to this EULA and payment of applicable fees, Noid grants the Customer and its Authorised Users a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service during the subscription term, solely for the Customer’s internal business operations. The Service is licensed, not sold. No rights are granted other than those expressly stated.
3. Restrictions
You must not, and must not permit anyone else to:
copy, modify, translate or create derivative works of the Service;
reverse engineer, decompile or attempt to extract source code, except where law expressly permits despite this restriction;
sell, rent, lease, sublicense, host for third parties, or use the Service as a service bureau or time-sharing offering;
use the Service to build a competing product or to benchmark it for a competitor;
share user credentials or allow one account to be used by more than one individual;
exceed the number of users, entities or other limits in your plan;
upload unlawful, infringing or malicious content, or attempt to probe, disrupt or gain unauthorised access to the Service, its infrastructure or other customers’ data;
use the Service in breach of any applicable law, including the Personal Data Protection Act 2012 (Singapore) (“PDPA”) and anti-spam rules.
4. Accounts and users
You must provide accurate registration information and keep credentials confidential. The Customer is responsible for all activity under its accounts, for promptly removing access for departed staff, and for its Authorised Users’ compliance with this EULA. Notify us promptly at the address in Section 17 if you suspect unauthorised access.
5. Customer Data and privacy
Ownership. As between you and Noid, the Customer owns its Customer Data. You grant Noid and its service providers a limited licence to host, copy, process, transmit and display Customer Data solely to provide, secure, support and improve the Service and as otherwise permitted by this EULA.
Roles under the PDPA. For personal data of the Customer’s own customers, contacts and staff that is processed through the Service, the Customer is the organisation responsible for that data and Noid acts as its data intermediary. The Customer must ensure it has a lawful basis and all necessary notices and consents, including for messaging end customers and capturing signatures and photos.
Security. Noid maintains reasonable administrative, technical and physical safeguards, including segregated tenant databases and access controls. No system is completely secure, and we do not guarantee that Customer Data will never be accessed without authorisation.
Hosting and transfers. Customer Data may be processed on cloud infrastructure and by service providers, including outside Singapore, subject to comparable protection as required by the PDPA.
Privacy Policy. Our handling of personal data is described in our Privacy Policy, which forms part of this EULA.
Return of data. On request made within 30 days after termination, we will make Customer Data available for export in a standard format. After that period we may delete it, subject to backup cycles and legal retention requirements.
6. Third-party integrations
Simplify can connect to Third-Party Services. This Section applies to all of them and in particular to the Intuit QuickBooks Online integration.
Authorisation. You choose whether to connect an integration. By connecting QuickBooks Online, you authorise Simplify to access your QuickBooks Online company via Intuit’s OAuth 2.0 authorisation and to create and update records on your behalf. Currently this covers customers, products and services, estimates (quotations) and invoices that you push from Simplify. We access only the data and scopes you approve.
Direction of data. Unless stated otherwise in the product, data is sent from Simplify to QuickBooks Online. Deleting a record in Simplify does not delete it in QuickBooks Online, and you remain responsible for reviewing and reconciling your accounting records.
Credential handling. We store authorisation tokens in encrypted form, use them only to perform the integration you enabled, and never ask for or store your Intuit username or password.
Disconnecting. You may disconnect at any time from within Simplify or from your Intuit account. After disconnection we stop accessing your QuickBooks Online data and delete the stored tokens. Data already sent to QuickBooks Online remains in your QuickBooks Online account, and data already in Simplify remains subject to Section 5.
Third-party terms. Your use of QuickBooks Online is governed by your agreement with Intuit Inc. and its terms and privacy statement. Noid is an independent developer and is not owned by, affiliated with, or endorsed by Intuit. QuickBooks is a trademark of Intuit Inc.
No responsibility for third parties. We are not responsible for the availability, accuracy, security or changes of any Third-Party Service, or for failed syncs caused by them (for example, expired authorisation, API limits or outages). We may modify or discontinue an integration if a provider changes its terms or API.
7. Messaging and end customers
The Service can send appointment confirmations, reminders and booking prompts, including via WhatsApp, and offers a customer portal for your end customers. The Customer is solely responsible for the content and recipients of these messages, for obtaining required consent and honouring opt-outs, and for complying with the PDPA, the Do Not Call provisions and WhatsApp’s terms and policies. Message delivery depends on third-party carriers and platforms and is not guaranteed.
8. Mobile apps
The iOS and Android apps are licensed to you under this EULA. You also must comply with the terms of the app store from which you obtained the app (Apple App Store or Google Play). Those providers are not parties to this EULA, have no obligation to support the app, and are third-party beneficiaries of this EULA only to the extent their terms require. You are responsible for your device, network connection and any carrier charges.
9. Intellectual property
Noid and its licensors own all rights, title and interest in the Service, including software, interfaces, documentation, trademarks and the Simplify name and logo. If you give us feedback or suggestions, you grant us a perpetual, royalty-free licence to use them without obligation to you. Nothing in this EULA transfers ownership of Customer Data to Noid.
10. Fees
Fees, billing cycles and payment terms are as stated in your plan, order form or Subscription Agreement. Fees are non-refundable except as expressly stated, exclusive of GST and other taxes unless noted, and we may suspend access for accounts with overdue amounts after reasonable notice. Where a government grant (such as the Enterprise Development Grant) is used toward fees, the Customer remains responsible for any portion not covered by the grant.
11. Term and termination
This EULA applies for as long as you use the Service or hold a subscription.
Either party may terminate in accordance with the Subscription Agreement or plan terms. We may suspend or terminate access immediately if you materially breach this EULA, create a security risk, or use the Service unlawfully.
On termination, your licence ends and you must stop using the Service. Sections that by their nature should survive (including 5, 9, 12, 13, 14 and 16) survive termination.
12. Warranty disclaimer
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY LAW, NOID DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY THIRD-PARTY INTEGRATION WILL OPERATE WITHOUT ERROR. THE SERVICE IS A BUSINESS TOOL AND DOES NOT PROVIDE ACCOUNTING, TAX OR LEGAL ADVICE. YOU REMAIN RESPONSIBLE FOR YOUR OWN FINANCIAL AND TAX RECORDS AND FILINGS.
13. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW: (A) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS OR DATA; AND (B) NOID’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS EULA AND THE SERVICE WILL NOT EXCEED THE FEES ACTUALLY PAID BY THE CUSTOMER FOR THE SERVICE IN THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. NOTHING IN THIS EULA EXCLUDES LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
14. Indemnity
The Customer will indemnify and hold Noid harmless from third-party claims, losses and reasonable legal costs arising from the Customer’s Customer Data, its breach of this EULA, or its violation of law or third-party rights (including data protection and messaging laws).
15. Changes to the Service or EULA
We may update the Service from time to time. We may update this EULA by posting the revised version on this page with a new “Last updated” date, and for material changes we will give notice by email or in the Service. Continued use after the effective date means you accept the changes. If you do not agree, stop using the Service.
16. General and governing law
Governing law and disputes. This EULA is governed by the laws of Singapore. The courts of Singapore have exclusive jurisdiction over any dispute, and the parties will first try in good faith to resolve it informally.
Entire agreement. This EULA, the Privacy Policy and any Subscription Agreement are the entire agreement on their subject matter.
Severability and waiver. If a provision is unenforceable, the rest remains in effect. A failure to enforce a right is not a waiver.
Assignment. You may not assign this EULA without our written consent. We may assign it in connection with a merger, restructuring or sale of the business.
Third-party rights. Except as stated in Section 8, a person who is not a party has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce this EULA.
Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
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