Surple Terms of Service

Effective Date: 29 October 2026 Last Updated: 29 October 2026

These Terms of Service ("Terms") form a binding agreement between you ("you" or "User") and Surple, Inc., a Delaware corporation with its registered office at 131 Continental Dr Suite 305, Newark, DE 19713, United States ("Surple," "we," "us"), governing your access to and use of surple.ai, factory.surple.ai and related applications (the "Service"). By creating an account, sending a request, accepting a quote or placing an order, you agree to these Terms. If you do not agree, do not use the Service.

1. What Surple Is

Surple is an online platform where businesses ("brands") order the manufacture of their own products from independent manufacturers ("factories"). A brand describes the product it wants made; Surple turns the description into a product specification, matches it with factories that can make it, and collects their quotes. The brand accepts one quote, approves a sample where the order includes one, and the factory makes, inspects and ships the goods.

Surple also offers:

• Software for factories (SurpleFactory at factory.surple.ai): quoting, order management and business tools for the factories on the network.
• A design service for individuals: AI-generated product designs that individuals can buy as printed products (Part C).

The product categories available for manufacturing orders, and the goods that cannot be ordered, are listed in our Acceptable Use Policy.

2. Eligibility and Accounts

• You must be at least 18 years old, or the age of majority where you live.
• Manufacturing orders are for businesses only. To request quotes or place a manufacturing order, you must act for a business (including a sole trader) and have authority to bind it. Brands and factories must give accurate company details, and keep them up to date.
• Supported countries. At launch, factories on the Surple network are located in Vietnam, India, Mexico, Thailand, South Korea and the United States, and manufacturing orders are for goods shipped to the United States, the United Kingdom and Germany. Payments and payouts for manufacturing orders through Surple are available only for factories located in those countries.
• You are responsible for keeping your login credentials confidential and for all activity under your account. You may sign in with an email and password or with your Google account.
• We may suspend or close accounts that break these Terms or our Acceptable Use Policy.

Part A: Manufacturing Orders

3. How an Order Is Made

1. Request. The brand sends a product request: the specification, quantity, target markets, delivery terms (an Incoterm and a named place) and a delivery address.
2. Quotes. Factories reply through Surple with a quote. Every quote states the price per unit and in total, the minimum order quantity, any setup and sample cost, the lead time, the Incoterm, the payment plan and the inspection standard. A quote is valid until the date it shows.
3. Acceptance. When the brand accepts a quote, a contract for the supply of the goods is made directly between the brand and the factory, on the terms of the quote and these Terms. Surple is not the seller or the manufacturer of the goods.
4. Sample. Where the order includes a sample, the factory makes it and sends it with tracking, and the brand approves it or asks for changes. The number of revision rounds is stated in the quote. The approved sample is the standard the finished goods are inspected against.
5. Production and inspection. The factory starts production once the deposit (or, for an order paid in full up front, the full payment) is paid and, where there is one, the sample is approved. Finished goods are inspected against the approved sample and the quote's inspection standard before they are released for shipment. The brand may book an independent pre-shipment inspection at its own cost.
6. Shipping and delivery. The goods ship on the Incoterm in the quote, with the carrier and tracking number shown on the order. See our Shipping & Delivery Policy.

4. Price, Fees and Payment

• Surple Pay is launching soon. Surple Pay, the service through which Surple collects, holds and pays out money for manufacturing orders, is not yet available: our payment service provider has not yet approved it. Until Surple Pay is made available for an order, the payment terms for that order are agreed between the brand and the factory and stated on the order, and Surple does not collect, hold or pay out that money. We will tell brands and factories when Surple Pay is available. The rest of this section, and the parts of section 7 that refer to held money, apply to orders paid through Surple Pay.
• The brand pays exactly the quoted total, never more, and pays nothing to Surple on top of it. Surple's service fee on new orders is 5% of the order value (the quoted total), so the factory receives 95%. On an order paid through Surple Pay, the fee comes out of the quoted total: the factory invoices its 95% and Surple issues its own invoice for its 5%, and together they equal the quoted total. On an order not paid through Surple Pay, how the fee is invoiced is stated on the order. Brands pay no subscription fee to order through Surple.
• Payment plan. Orders under US$1,000 are paid in full up front. Orders of US$1,000 or more are paid as a 30% deposit before production starts and the 70% balance when the goods pass final inspection, before shipment.
• Payments are held. On an order paid through Surple Pay, Surple holds every payment, as the brand's payment agent, until it is released to the factory under our Surple Pay Terms, which form part of these Terms for every such order. The factory is paid only after the inspection window ends with no problem open. Before Surple Pay launches, the way payments are structured may be adjusted to meet our payment service provider's requirements, with notice before any change applies to an order.
• Optional services, such as an independent inspection or freight booked through Surple's logistics partner, are priced and paid before they are booked.
• Prices are in the currency of the quote. Taxes, duties and import charges in the destination country are the brand's responsibility unless the quote's Incoterm says otherwise (for example DDP).

5. Responsibilities of Brands

The brand is responsible for:

• the accuracy of its specification, artwork and label content;
• having the right to use every name, logo, design and formula it supplies;
• meeting the rules of the markets where it sells the goods, including product registration or notification, labelling, and importer or responsible-person duties; and
• checking the goods and reporting any problem within the inspection window (section 7).

6. Responsibilities of Factories, and Factory Verification

The factory is responsible for:

• making the goods to the approved specification and sample, on time, and lawfully where they are made;
• holding the certifications its quote and profile claim, and providing batch documents and the export documents the Incoterm requires;
• packing, labelling and case-packing the goods as agreed; and
• giving accurate company and bank details, and keeping them up to date.

Factory verification. Before a factory joins the network, Surple's team checks its business registration and that the bank account it gives for payment is held in the factory's legal name. Where a factory's profile says so, Surple's team has also done a video walk-through of the factory, contacted references, or tested a sample. Verification is a review at one point in time, repeated at least every 12 months. It is not an audit of the factory and not a guarantee of the factory, its certifications or the goods it makes. Certifications and other claims in a factory's profile or quote are the factory's own statements, and the factory is responsible for them.

Factories are independent businesses. Surple does not guarantee the goods a factory makes.

7. Problems, Cancellations and Refunds

• Cancellation before production. Before production starts, the brand may ask to cancel an order in Surple. If the factory accepts the request, or does not answer it within 2 business days, everything the brand has paid is refunded in full. If the factory answers within 2 business days that it has already started work, it may deduct the costs it has already incurred for the order and shows evidence of, such as materials bought for it; the rest is refunded. If the brand disputes those costs, the dispute process in the Surple Pay Terms applies. Once production has started, an order can be cancelled only by agreement between the brand and the factory, or under our Refund & Cancellation Policy. On an order not paid through Surple Pay, the same rule applies between the brand and the factory, and the factory makes the refund.
• The inspection window. The inspection window is 7 business days. It starts when the goods are delivered to the brand or, on EXW or other collection terms, when the factory makes the goods available for collection and notifies the brand. During the window the brand can report a problem (for example goods not received, damaged, wrong, short, or not matching the approved sample). The factory responds, and if the two do not agree, Surple proposes an outcome and then decides how the held money is paid out. The full process is in the Surple Pay Terms. On an order not paid through Surple Pay, Surple can help the brand and the factory resolve a problem, but it does not hold the money and cannot decide how it is paid.
• Refunds of money already paid out. Surple holds payments until the inspection window ends precisely so that refunds can be paid from money it still holds. If a refund is due on money already paid out to the factory, Surple will ask the factory to return it and take reasonable steps to recover it, but the refund of money already paid out depends on what Surple recovers. The brand keeps every right it has against the factory, which is the seller of the goods, and Surple will give the brand the order's records to support a claim.
• Refunds go back to the payment method or account the brand paid from.

8. Dealing Through Surple

Once Surple Pay is available for an order, a brand and a factory that agree that order through Surple pay for it through Surple. Neither may then ask for or make payment for that order outside Surple. In every case, neither may use the Service to collect the other's contact details to take the order elsewhere.

Part B: Factories Using SurpleFactory

9. SurpleFactory Software

SurpleFactory is a business system for a factory's own staff. Joining the Surple network is free; the paid software plans, their prices and what they include are shown before purchase and billed monthly. Plans renew automatically until cancelled, and cancellation takes effect at the end of the billing period. Records the factory keeps in SurpleFactory belong to the factory. A software plan does not change how or when a factory is paid for a manufacturing order.

Part C: Designs and Products for Individuals

10. The Design Service

Surple uses artificial intelligence to turn a request ("Generation Input") into product designs and mockups ("Generation Output") that individuals can buy as physical products made by our production partners.

AI Output Disclaimer. Generation Output is produced by an automated process, with human review where content is flagged. Surple does not guarantee that any Generation Output will be accurate, error-free or an exact match to your request. Mockups are an approximation and may differ slightly from the finished product because of production processes, materials and screen colours.

11. Consumer Orders, Pricing and Payment

• Prices for products and AI generation credits are shown before you pay, with any tax calculated at checkout.
• Card payments for these orders and for subscriptions are processed by our payment provider (Stripe). By giving payment details, you authorise the charge shown.
• We may correct a pricing error and cancel an order placed at an incorrect price, with notice to you.
• Products are made to order and shipped by our production partners. Risk of loss passes to you on delivery, unless the law where you live provides otherwise. Returns and refunds are covered by our Refund & Cancellation Policy.
• Creator earnings. If you publish a design with a price above the product's base cost and another person buys it (or a remix of it), you earn that markup less Surple's 5% fee. Earnings are pending for 14 days after the order is fulfilled and then become available. Available earnings are paid out through Stripe to a payout account you connect in your settings, once they reach at least US$25. You are responsible for any tax on your earnings. We may withhold or cancel earnings on an order that is refunded or charged back, or that breaks these Terms.

12. Intellectual Property

• Surple's IP. The Service, its software, design and branding belong to Surple or its licensors. You receive only the right to use the Service as intended.
• What you supply. You keep ownership of the specifications, artwork, formulas and requests you supply. You grant Surple a worldwide, non-exclusive, royalty-free licence to use them to operate the Service, including sharing a brand's specification with the factories asked to quote on it.
• Confidentiality. Brands and factories exchange specifications under Surple's Mutual Non-Disclosure Agreement, accepted before a full specification is shared.
• Generation Output. Subject to these Terms and full payment, you may use, reproduce and share the Generation Output of your order. Surple may display Generation Output in the Service's discovery features unless you opt out where that control is offered.
• Your responsibility. You must not supply or request anything that infringes another person's intellectual property, trademark, publicity or privacy rights. Surple may refuse any request, order or shipment it reasonably suspects infringes these rights.

13. Third-Party Services

The Service relies on third parties, including our payment service providers (Stripe for card payments on consumer orders, credits and subscriptions), AI model providers, carriers, inspection and logistics partners, and hosting providers. Their own terms may apply to the parts of the Service they provide. Surple selects them with reasonable care but is not responsible for their acts or availability.

14. Disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, EXCEPT WHERE SUCH DISCLAIMERS ARE PROHIBITED BY LAW. GOODS MADE BY A FACTORY ARE SUPPLIED BY THAT FACTORY UNDER ITS CONTRACT WITH THE BRAND.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SURPLE AND ITS OFFICERS, EMPLOYEES AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA OR GOODWILL, ARISING FROM YOUR USE OF THE SERVICE. SURPLE'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO SURPLE IN THE 12 MONTHS BEFORE THE CLAIM, OR (B) USD $100. NOTHING IN THESE TERMS LIMITS LIABILITY THAT CANNOT BE LIMITED BY LAW, INCLUDING FOR FRAUD, GROSS NEGLIGENCE, OR DEATH OR PERSONAL INJURY.

16. Indemnification

You agree to indemnify Surple against claims, damages, liabilities and expenses (including reasonable legal fees) arising from your breach of these Terms, your breach of any law or third-party right, or materials you supply that infringe another person's rights.

17. Termination

You may stop using the Service and close your account at any time; orders already accepted are completed or cancelled under these Terms and, for orders paid through Surple Pay, the Surple Pay Terms. We may suspend or end your access for breach of these Terms, suspected fraud or abuse, or where the law or our payment service provider requires it, with notice where practicable. Sections 4, 7, 12 and 14 to 19 survive termination.

18. Governing Law and Disputes

These Terms, and any dispute arising out of or relating to them or the Service, are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, USA. If you are a consumer, nothing in this section removes a mandatory right you have under the law of the country where you live, including the right to bring proceedings in your local courts.

19. Changes and General Terms

• Changes. We may update these Terms. We give at least 30 days' notice of material changes by email or in the Service. Orders accepted before a change keep the Terms that applied when they were accepted.
• Entire agreement. These Terms, together with the Surple Pay Terms, Privacy Policy, Cookie Policy, Acceptable Use Policy, Refund & Cancellation Policy and Shipping & Delivery Policy, form the entire agreement between you and Surple about the Service.
• Severability. If a provision is unenforceable, the rest remains in effect.
• Assignment. You may not assign these Terms without our consent; we may assign them as part of a merger, acquisition or sale of assets.
• No waiver. Not enforcing a provision does not waive our right to enforce it later.
• Export and sanctions. You must comply with export control and sanctions laws. The Service may not be used by, or for the benefit of, any person subject to sanctions.

20. Contact

Surple, Inc., a Delaware corporation, USA
Registered office: 131 Continental Dr Suite 305, Newark, DE 19713, United States
EIN: 37-2248237
Email: [email protected]
Phone: +1 (628) 800-7088
Support hours: Monday–Friday, 9 am–5 pm US Eastern Time

Legal notices: [email protected]