SimpleHelp Reseller Terms and Conditions
Version: 1.1
Effective Date: 8th July 2026
SimpleHelp Ltd reserves all rights not expressly granted in this agreement.
Reseller Relationship
Becoming a Reseller of SimpleHelp allows the Reseller to sell SimpleHelp licenses to end users. This agreement does not and is not intended to create the relationship of a partnership, joint venture or agency.
By becoming a Reseller for SimpleHelp you agree to all of the terms of this agreement. Please read the terms below. If you do not agree to all of the terms, then do not apply for or accept Reseller status from SimpleHelp and do not use the Reseller web portal.
Under this agreement SimpleHelp Ltd will provide a login and password for a web portal to the Reseller which can be used to generate SimpleHelp licenses. Resellers enter the details of an end customer for which SimpleHelp will generate a license. In doing so the Reseller is purchasing the license from SimpleHelp Ltd and agreeing to pass it on to one and only one end customer with the specified details.
Reseller Portal Website for License Generation
Resellers will be provided with a login for a website owned and managed by SimpleHelp which allows them to purchase licenses that can be resold onto their customers. Licenses will be automatically issued.
SimpleHelp may limit the size of licenses that a Reseller may generate via this website. If a Reseller wishes to make a sale larger than the website limit they must contact SimpleHelp directly to clarify pricing, if a price is not listed on the SimpleHelp website, and obtain a license.
Resellers are grouped using a tiered system. A Reseller's tier is exclusively determined by SimpleHelp Ltd and can be changed at any time but in general the following requirements apply:
- Tier 0 resellers receive no discount on licenses they create and sell.
- Tier 1 resellers will receive a 15% discount on the list price of any non-renewal license they create and sell.
- Tier 2 resellers will receive a 20% discount on the list price of any non-renewal license they create and sell and a 15% discount on any renewal license they create and sell.
- Anyone may apply to SimpleHelp to become a Tier 0 reseller.
- In order to become a Tier 1 reseller a Tier 0 reseller must sell at least one full license within the past 12 months.
- In order to become a Tier 2 reseller a Tier 1 reseller must sell at least 3 licenses totalling $3500 USD or more within the past 12 months.
- Any license sold at a given tier will be treated as that same tier for future upgrades.
Resellers may not use the reseller web portal to create discounted licenses for their own use.
All taxes, charges and levies are to be handled by the Reseller during the sale and may not be deducted from the license cost to be remitted to SimpleHelp Ltd.
Should a customer and/or potential customer of a Reseller make any purchase from SimpleHelp directly via our website or via any other means SimpleHelp is not responsible for refunding the Reseller any part of the license cost, nor is SimpleHelp responsible for determining if the customer has had any contact with or purchased from a Reseller previously.
Resellers may not transfer their role in this agreement to any other organisation. Resellers must not divulge the address or login credentials of the Resellers Website Portal. Resellers must ensure that any employee with access to the Resellers Website Portal must agree to the terms of this agreement.
Non-Exclusivity
SimpleHelp Reseller relationships are not exclusive therefore SimpleHelp Ltd may also sell licenses in the geographical or online territory that the Reseller sells in.
License Price Restrictions
Resellers may not charge less than the license list price on the SimpleHelp Ltd website.
Dedicated Software Resellers
Organisations which are dedicated to software resale or which have this as their primary business may not advance beyond Tier 0.
Advance Payment
In some cases, at our discretion but more typically on an initial purchase from a new reseller, we may require that the purchase of a license be made in advance rather than through a purchase order with NET30 or other delayed payment terms.
Costs
SimpleHelp Ltd is not responsible for any of the costs of the Reseller including marketing etc.
License Uniqueness
Each new buyer must be provided with a unique license which contains the buyer's details, as inputted into the SimpleHelp license generation website. Any licenses a Reseller generates must be sent out to one and only one buyer.
License Terms and Customer Terms
Resellers must ensure that all buyers purchasing a SimpleHelp license agree to the license terms and conditions available on the SimpleHelp website, currently located at:
https://simple-help.com/license-terms-and-conditions
Resellers may reproduce or link to these terms on their own website for their customers. If a Reseller reproduces these terms they must update them at least every month to ensure they are kept up to date.
A Reseller is not bound by the SimpleHelp license terms as an end-user merely by acting as a Reseller, but must comply with this agreement and must not vary, waive, contradict, or grant broader rights than the SimpleHelp license terms. If a Reseller downloads, installs, accesses, or uses SimpleHelp, the SimpleHelp license terms apply to that use. Any customer-facing terms used by a Reseller for SimpleHelp licenses must incorporate, or be no less protective of SimpleHelp than, the SimpleHelp license terms and must not conflict with them.
Reseller terms and customer communications for SimpleHelp licenses must include the following:
SimpleHelp Ltd may terminate any license with a customer should the fee not be paid by the customer or, in the case of customers who acquired the license from a Reseller, the Reseller has not paid the fee.
SimpleHelp Ltd is not liable for any actions or omissions of any Reseller who sells a license to a third party.
SimpleHelp Ltd is not responsible for any of the costs of the Reseller including marketing etc.
Compliance, Export, and Security Obligations
Resellers must comply with all applicable export control and sanctions laws and regulations, including those of the United Kingdom and United States of America. Resellers must not sell, supply, renew, support, transfer, or make available SimpleHelp to any prohibited person, entity, country, territory, or end use, and must carry out reasonable customer screening before doing so.
SimpleHelp, SimpleSetup, and other software made available by SimpleHelp may contain a bundled Java virtual machine or other third party components. Resellers must ensure that resale, delivery, download, and use by the relevant customer is permitted under applicable third party terms and restrictions, including Oracle Java / OpenJDK / Azul Systems Zulu restrictions.
Resellers must promptly pass on SimpleHelp security notices, update guidance, mitigations, and urgent customer communications to affected customers.
Resellers must keep non-public information about vulnerabilities, patches, mitigations, prerelease builds, customer notices, or SimpleHelp's security response confidential. Resellers must report suspected vulnerabilities privately using SimpleHelp's published reporting process and must not publish or distribute exploit-enabling details, tools, proof-of-concept material, or similar material without SimpleHelp Ltd's prior written approval.
Resellers and any tester, contractor, or customer-facing third party acting through them may test SimpleHelp only where authorised by the system owner and must follow SimpleHelp's published Vulnerability Disclosure Policy.
A breach of this section is a material breach. SimpleHelp may suspend portal access, refuse or revoke licenses, withhold support or update access, or terminate this agreement immediately where required to comply with law or where SimpleHelp reasonably believes the breach creates a material legal, sanctions, export, or security risk.
Right of Refusal
SimpleHelp Ltd may refuse to provide a license to any third party customer or may terminate the license of any customer on giving 30 days notice and without giving any reason.
In such a case SimpleHelp Ltd will refund the full amount for the license purchase to the Reseller who must then refund the full amount of the purchase price to the third party customer.
SimpleHelp Ltd will make payment of the refund, at its sole discretion, either to the (i) Reseller on the condition that the Reseller must make the appropriate refund to the customer of the sum paid by the customer to the Reseller; or (ii) customer and the Reseller must refund to the customer the proportionate balance based on the amount charged by the Reseller for the license.
Payment Terms
Funds due to SimpleHelp to cover licenses sold must be remitted to SimpleHelp by bank transfer no later than 30 days from the license sale date. Resellers must pay all fees involved with the transfer of the remittance, including but not limited to exchange fees and international bank transfer fees.
SimpleHelp will invoice for licenses sold in a calendar month at the beginning of the following month. Payment for the invoice must be made within 30 days.
If payment for a license is not received within the specified time window SimpleHelp may cancel or revoke the issued licenses.
SimpleHelp Ltd is not responsible for any of the costs of the Reseller including marketing etc.
Intellectual Property
Resellers agree that all intellectual property rights to SimpleHelp Ltd products are solely vested in SimpleHelp Ltd. Resellers will make no claims to SimpleHelp Ltd products. Resellers may not use SimpleHelp Ltd intellectual property without prior written consent.
Support
SimpleHelp will offer support to end-user buyers of SimpleHelp licenses if requested and if the end user holds a license which is in a support period.
Limitation of Liability
Under no circumstance, regardless of the basis of the claim, shall the total liability of SimpleHelp Ltd to the Reseller exceed the total amount of discounts the Reseller received on sales from the Reseller within the last three calendar months. In no event shall either party be liable to the Reseller for consequential, special, incidental, or punitive damages, including but not limited to legal costs and fees, from any claim asserted against SimpleHelp Ltd or by any third party through any party to this agreement. The terms and provisions of this section shall survive the termination and/or expiration of this agreement.
Indemnity
The Reseller agrees to indemnify SimpleHelp Ltd from any loss, cost or damage caused by their breach of the agreement, including failure to make refunds to third parties, statements or representations to customers, compliance failures, export or sanctions breaches, or mishandling of confidential or security information.
Data Protection
The Reseller must comply with all relevant data protection legislation.
Confidentiality
The Reseller must not misuse SimpleHelp Ltd's information or make damaging and derogatory statements about SimpleHelp Ltd.
No announcement, disclosure, statement and/or other publicity in connection with the subject matter of this agreement shall be made by either party except any announcement, disclosure, statement and/or other publicity required to be made or issued by a party pursuant to any legal and/or regulatory authority.
Jurisdiction
This agreement shall be governed by and construed in accordance with the laws of Scotland and the parties hereto irrevocably submit to the non-exclusive jurisdiction of the Scottish courts for the settlement of any disputes arising out of or in connection with this agreement.
Termination
Either party, SimpleHelp Ltd or the Reseller, may terminate the agreement by writing or email with one months notice. Upon termination any funds due to SimpleHelp for licenses sold must be paid in full within 30 days.
SimpleHelp Ltd may terminate the agreement immediately should the Reseller fail to make payment, become insolvent, or if there is a material breach which is not remedied within 30 days of SimpleHelp Ltd giving notice to the Reseller to do so.
Upon termination of the Reseller relationship the Reseller must not sell any further licenses, updates or upgrades and must not send any SimpleHelp license out to any end user. Upon termination the Reseller will not hold itself out as acting for SimpleHelp Ltd.
