Terms of Service

Current version. Last updated: 2026-07-18.

1. General provisions, parties, and purpose of use

1.1. These Terms of Service (the "Terms") govern the use of the Simanager inventory management and AI sales forecasting service (the "Service"), provided by:
Simanager.eu, a service operated by MB AI solution. Email: info@simanager.eu (the "Provider" or "we")

1.2. These Terms may only be entered into, and the Service may only be used, by a legal entity or by a natural person acting for purposes relating to their trade, business, craft, or profession (e.g. a sole trader or business owner) – and NOT as a consumer within the meaning of applicable consumer protection law (the "Client" or "you"). The Service is not intended for personal, family, or household use.

1.3. By registering for and/or using the Service, the Client expressly confirms and warrants that: (a) it is registering for and using the Service solely for purposes relating to its trade or business, and not as a consumer; (b) it has the right and authority to enter into this agreement on its own behalf or on behalf of the legal entity it represents; (c) it has read, understood, and agrees to all provisions of these Terms. If the Client does not meet the above conditions or does not agree to these Terms, it is not entitled to register for or use the Service.

1.4. If, notwithstanding the warranty given in clause 1.3(a), it transpires that the Client is in fact a consumer within the meaning of applicable law, only those provisions of these Terms whose disapplication is prohibited by mandatory consumer protection law shall apply to that extent; the remainder of these Terms continues to apply unchanged, to the extent compatible with applicable law.

2. Description of the Service

2.1. Simanager is a cloud-based (SaaS) service that: receives product, stock, and sales data from the Client's e-commerce system (WooCommerce/WordPress plugin) or via ERP/SAP integration; uses machine learning algorithms (XGBoost; LSTM retained for backward compatibility) to generate sales demand forecasts; provides recommended reorder quantities and additional analytics (ABC analysis, warehouse planogram, seasonality and promotion-impact analysis).

2.2. The Service is delivered via a WordPress plugin (Simanager Sync), a direct API (for ERP/SAP integration), and/or a web interface.

2.3. The Service is provided under the plan chosen by the Client at registration:

3. Registration and account

3.1. To use the Service you must create an account and provide accurate and current information, including information confirming the Client status described in clauses 1.2-1.3.

3.2. You are responsible for the security of your login credentials (API key). You must notify us without delay of any suspected unauthorized use.

3.3. Each API key is issued to a single Client store/business unit and is linked to a unique Client identifier in the system, ensuring data separation between different Clients.

4. Permitted use

4.1. The Client agrees not to use the Service: to circumvent usage limits (rate limiting, force-refresh quotas); to transmit data the Client is not entitled to process; or in any manner that violates applicable law.

4.2. The Provider reserves the right to temporarily or permanently restrict access to the Service if it determines that these Terms have been breached, including where it transpires that the Client does not meet the status described in clauses 1.2-1.3.

5. Payment terms

5.1. The Paid plan subscription is billed in advance, on a monthly cycle, starting from the first paid day.

5.2. Payments are made by bank card or another payment method specified in the Service, via the integrated payment system.

5.3. If a payment for the current period cannot be collected, access to Paid plan features may be temporarily suspended (with the account reverting to Free plan scope) until payment is successfully completed.

5.4. Because the Client enters into these Terms acting for purposes relating to its trade or business (see clauses 1.2-1.3), the 14-day right of withdrawal from distance contracts available under Lithuanian consumer protection law does not apply to this agreement. Amounts paid are non-refundable, except where the Provider decides otherwise on a case-by-case basis, or where a refund is required under clause 1.4.

5.5. The Client may cancel the Paid plan subscription and revert to the Free plan at any time – see Section 10.

6. Intellectual property

6.1. The code of the Simanager plugin (the WordPress plugin component) is distributed under the GPLv2 or later license – this governs ONLY the use of the plugin code itself (permitting its use, study, modification, and distribution).

6.2. The GPL license does NOT extend to the right to use the Simanager SaaS service itself (the server, forecasting models, API) – this is governed by these Terms.

6.3. All rights to the Simanager trademark, forecasting algorithms, and server infrastructure belong to the Provider.

7. Data processing and GDPR

7.1. When processing Client data, the Provider acts as a data processor, and the Client acts as a data controller, under the General Data Protection Regulation (GDPR), to the extent personal data is processed – see clause A.2 of Annex A for the actual scope of data processed.

7.2. Detailed data processing terms are set out in Annex A (Data Processing Agreement) to this document.

7.3. General information about data the Provider processes as an independent data controller (e.g. the Client's account and billing data) is set out in the Privacy Policy.

8. Nature of forecasts and limitation of liability

8.1. The sales forecasts and recommended reorder quantities provided by Simanager are statistical recommendations based on historical data and machine learning models. They are NOT a guarantee of future sales or an exact representation of actual demand.

8.2. The final decision on reorder quantities, timing, and other related business actions rests exclusively with the Client. The Provider is not liable for losses arising from: an inaccurate forecast or recommendation; decisions made by the Client based on information provided by the Service; data synchronization errors, delays, or temporary unavailability of the Service; or stock shortages or surpluses arising from any of the above causes.

8.3. Under no circumstances shall the Provider be liable to the Client for indirect, incidental, consequential, or punitive damages, including lost profit, lost revenue, lost data, lost business opportunity, or reputational harm, even if the Provider was advised of the possibility of such damages. This clause does not apply where its application is restricted by mandatory law.

8.4. The Provider's total liability under these Terms, regardless of the basis of the claim (contractual, tortious, or otherwise), shall in no event exceed the amount actually paid by the Client for the Service in the 12 months preceding the event giving rise to the damage. This limit does not apply where applying it is prohibited by mandatory law, including the cases provided for in clauses 1.4 and 8.8.

8.5. The Service is provided "as is," without any additional warranties, other than those which cannot be excluded under mandatory law.

8.6. The Service's forecasting model was developed as part of a research and development (R&D) project and is continuously improved based on new data and methodologies. Model accuracy was assessed under controlled testing conditions using historical datasets (current production model, XGBoost: root mean squared error (RMSE) ≈ 15,700, coefficient of determination (R²) ≈ 0.98, established during model comparison performed as part of the R&D project); accuracy achieved under real, changing market conditions may differ from that observed during testing. The Client acknowledges and agrees that the Service is a continuously evolving product at an early stage of commercial maturity, and that its functionality, accuracy, and availability may change over time.

8.7. The Provider is not liable for damage, losses, or service disruptions arising from:
(a) acts, omissions, errors, or availability disruptions of third-party service providers, including but not limited to: the server/hosting provider, internet connectivity providers, WordPress and/or WooCommerce software, or third-party plugins, add-ons, or APIs used by the Client or through which the Service is integrated;
(b) inherent limitations, statistical inaccuracies, or unexpected behavior of the artificial intelligence / machine learning algorithm, arising from the nature of the data, model limitations, or other objective factors not directly within the Provider's control;
(c) incorrect, inaccurate, incomplete, outdated, or incorrectly formatted data submitted by the Client (including product, stock, or order data synchronized via WooCommerce/ERP);
(d) errors, malfunctions, outdated versions, or non-compliance with the Service's technical requirements of technical or software equipment used by the Client (including, without limitation, the Client's web browser, server environment, network infrastructure, or WordPress installation environment);
(e) force majeure events or other occurrences the Provider could not reasonably foresee, avoid, or control.

8.8. The limitations of liability set out above (clauses 8.3, 8.4, and 8.7) and the list of circumstances in clause 8.7 are illustrative, not exhaustive. These clauses do not apply, and do not relieve the Provider of liability, where the damage resulted from the Provider's willful misconduct or gross negligence, or in other cases where such a limitation of liability would be contrary to mandatory law of the Republic of Lithuania or the European Union (including direct processor liability under GDPR, see Annex A, and the reservation in clause 1.4).

9. Service availability

9.1. The Provider makes reasonable efforts to ensure the availability of the Service but does not guarantee uninterrupted operation. Brief periods of unavailability may occur due to maintenance, updates, or causes beyond the Provider's control.

9.2. The Provider does not currently offer a formal service level agreement (SLA) with a specific guaranteed uptime percentage. Such a commitment may be introduced in the future by separate agreement with the Client.

10. Term and termination

10.1. These Terms remain in effect from the moment an account is created until the Client discontinues use of the Service, or the account is closed for breach of these Terms.

10.2. The Client may discontinue use of the Service at any time, by closing the account or cancelling the Paid plan subscription, without any prior notice period. Amounts already paid for the current period are non-refundable, and Paid plan functionality remains available until the end of the paid period.

10.3. Upon termination, Client data is retained for 30 days from the date the account is closed (see clause A.4 of Annex A), after which it is permanently deleted, unless a longer retention period is required by law.

11. Governing law and dispute resolution

11.1. These Terms are governed by the law of the Republic of Lithuania.

11.2. Disputes shall be resolved through negotiation, and if not resolved within 30 days, in the courts of the Republic of Lithuania at the Provider's place of business. This clause applies subject to the reservation in clause 1.4, in the event the Client turns out to be a consumer within the meaning of applicable law.

12. Changes to the Terms

12.1. The Provider may amend these Terms, notifying Clients of material changes by email and/or via a notice in the Service's admin dashboard no later than 14 days before the changes take effect. Continued use of the Service after the changes take effect constitutes acceptance of the revised Terms.

13. Contact

For questions regarding these Terms, contact: info@simanager.eu

ANNEX A – DATA PROCESSING AGREEMENT (GDPR Art. 28)

This Annex forms an integral part of the Terms and applies whenever the Provider processes personal data on the Client's behalf.

A.1. Parties and roles

Data controller: the Client (determines the purposes and means of data processing – e.g. collects buyer order data in its own store). Data processor: the Provider (processes data on the Client's behalf in order to deliver the forecasting service).

Note: this Annex does not apply to the Client's own account administration data (e.g. the name and email address of the Client's contact person, billing details), which the Provider processes as an independent data controller for account administration, billing, and communication with the Client – such processing is governed by the Privacy Policy (see clause 7.3 of the Terms).

A.2. Categories of data processed

Simanager processes the following data, received via the WooCommerce/WordPress plugin or an ERP/SAP integration:
Product data: name, SKU, price, category, stock level; Order data: items sold, quantities, date, amount (aggregated sales data required for demand forecasting).

Buyer personal data (name, email address, shipping address, etc.) is NOT transmitted to or processed by Simanager – only product and order line-item data is synchronized, without buyer identity. This restriction significantly reduces the GDPR risk associated with personal data processing. This statement has been verified directly in the source code (the plugin's format_order() function and the backend's process_order() function do not call or process any WooCommerce buyer data fields – get_billing, get_shipping_, get_customer_*); only the following are transmitted and stored: order ID, date, status, and, per line item, product_id, product name, quantity, and price.

A.3. Purpose, nature, and duration of processing

Data is processed by automated means (for statistical/AI analysis), solely for the purpose of generating sales forecasts and related analytical reports for the Client's benefit. The duration of processing coincides with the term of the Terms, extended by the retention period set out in clause A.4 following termination.

A.4. Data retention period

Following termination, Client data is retained for 30 days from the date the account is closed – during this period the Client may request a data export or account restoration. After this period, the data is permanently deleted or anonymized, unless applicable law requires a longer retention period.

A.5. Sub-processors

The Provider currently engages the following sub-processor: Hetzner Online GmbH (Germany, EU) – server hosting. If additional sub-processors are engaged in the future, this list will be updated and the Client notified in advance.

A.6. Security measures

Network-level protection using a firewall (UFW) and an automated intrusion-prevention system (fail2ban); All data traffic between the Client and the Service is encrypted using TLS/HTTPS; Login credentials and API keys are stored in a protected environment separated from publicly accessible source code; Each Client uses a unique, isolated API key, ensuring data separation between different Clients; Automated backups are performed regularly, with restoration tested periodically; Access to the production server environment is restricted to authorized personnel only.

A.7. Data subject rights

The Provider undertakes to assist the Client in fulfilling data subject rights requests (access, erasure, portability, etc.) without undue delay, and in any event within 1 month of receiving the request (extendable by 2 months for complex requests, per GDPR Art. 12(3)).

A.8. Notification of personal data breaches

Upon becoming aware of a personal data breach, the Provider shall notify the Client without undue delay, and in any event within 72 hours of becoming aware of it.

A.9. Processing instructions

The Provider processes the data referred to in clause A.2 solely on documented instructions from the Client (including these Terms) and within the scope of the Service's functionality. If the Provider considers that a Client instruction infringes GDPR or other applicable data protection law, it shall inform the Client without delay.

A.10. Right to audit

Upon the Client's reasonable request and at a mutually agreed time, no more than once per year (except where an audit is conducted in response to a suspected personal data breach), the Provider shall provide information reasonably necessary to demonstrate compliance with this Annex, and shall allow the Client or its authorized auditor to carry out an inspection, subject to confidentiality and without disrupting the Service for other clients.

The statement in clause A.2 regarding non-transmission of buyer personal data has additionally been verified directly in the source code (2026-07-18).