Navigator Terms | Simplybiz

Navigator Licence And Use Terms And Conditions

1. The Agreement

1.1 These Navigator Licence and Use Terms and Conditions (“Terms and Conditions”) apply to each Navigator Order Form entered into by Customer, Simply Biz and ifaDASH, pursuant to which the Customer named on the Navigator Order Form subscribes to the Services.

1.2 The Customer may accept these Terms and Conditions by either:

1.2.1 accepting them by electronic means (which may include ticking the box indicated on the https://simplybiz.ifadash.com/portal area of the Simply Biz Website); or

1.2.2 signing electronically on an electronic copy or by wet signature on a hard copy of a Navigator Order Form and confirming the incorporation of these Term and Conditions.

1.3 Each Navigator Order Form will form a distinct agreement between the Customer and Simply Biz that is governed by and incorporates the following (collectively “Navigator Agreement”):

1.3.1 Navigator Order Form; and

1.3.2 Navigator Licence and Use Terms and Conditions, including the Data Processing Addendum at Schedule 1.

1.4 Each Navigator Order Form will additionally form a separate and distinct agreement between the Customer and ifaDASH that is governed by and incorporates the following (collectively the “ifaDASH Agreement”):

1.4.1 Navigator Order Form; and

1.4.2 The ifaDASH General Terms and Conditions for Navigator Users (“ifaDASH Terms”) including the Service Level Agreement at Schedule 1 and the Data Processing Agreement at Schedule 2.

1.5 Navigator Services will only be made available to a Customer under this Navigator Agreement where Customer also has an unexpired ifaDASH Agreement.

2. Term and Termination

2.1 This Navigator Agreement will commence on the Commencement Date and unless earlier terminated in accordance with these Terms and Conditions, will continue for the Initial Subscription Term and for any Renewal Terms (“Term”).

2.2 The Initial Subscription Term will commence on the Commencement Date. Simply Biz will use commercially reasonable efforts to provide access to the Services from such Commencement Date provided that the Customer has performed its obligations under the Navigator Agreement.

2.3 Unless otherwise stated in the Navigator Order Form or agreed in writing, at the end of the Initial Subscription Term and thereafter at the end of each Renewal Term, all then-current Authorised User subscriptions will be automatically renewed for a further Renewal Term, unless Customer provides Simply Biz with a written non-renewal notice at least ninety (90) days prior to the scheduled renewal date to: navigator@simplybiz.co.uk

2.4 Either party may terminate this Navigator Agreement at any time by giving notice in writing to the other party if the other party commits a material breach of this Navigator Agreement and such breach is not remediable.

2.5 This Navigator Agreement may be immediately terminated upon written notice by a party in the event the other party commits a material breach of this Navigator Agreement that remains uncured for sixty (60) days following receipt of written notice thereof, or that party is subject to an Insolvency Event.

2.6 In the event that ifaDASH terminates the Customer’s ifaDASH Agreement, this Navigator Agreement shall automatically terminate and such termination shall take effect on the same date as the Customer’s ifaDASH Agreement terminates.

2.7 Upon termination or expiration of this Navigator Agreement, all rights granted by Simply Biz under this Navigator Agreement, including all rights to use the Services, will terminate, and Customer will stop using the Services.

2.8 During the Term, Customer may access retrieve and export the Customer Data through the Services. Simply Biz shall not be obliged to provide the Customer with any assistance extracting or recovering Customer Data whether during the Term or after the Termination Date.

2.9 If the Navigator Agreement is terminated by Customer other than for cause pursuant to either clause 2.4 or clause 2.5, Customer will pay all unpaid Charges in full covering the remainder of the Term.

2.10 Termination or expiration of this Navigator Agreement shall not affect any accrued rights and liabilities of either party at any time up to the Termination Date and shall not affect any provision of this Navigator Agreement that is expressly or by implication intended to continue beyond termination.

2.11 Nothing in this Navigator Agreement shall prevent the Customer from contracting directly with ifaDASH upon the termination of this Navigator Agreement and/or in the event that Customer is no longer a Simply Biz Member.

3. Services

3.1 Subject to the terms and conditions of this Navigator Agreement, Simply Biz grants to Customer, exercisable by Authorised Users, a non-exclusive, non-transferable, non-sublicensable right to access and use during the Term the applicable Services solely for Customer’s internal business operations authorised under this Navigator Agreement (the “Navigator Licence”).

3.2 In the event that Customer selects Navigator Plus Services and subject to the Customer paying the applicable Navigator Plus Charges, Customer’s Authorised User Subscriptions shall solely be for Navigator Plus Services in the number fully paid for by Customer.

3.3 Subject to the written agreement of the parties and payment of the applicable Charges, Customer may upgrade from Navigator Services to Navigator Plus Services at any time.

3.4 Customer may only downgrade from Navigator Plus Services to Navigator Services at the end of the Initial Subscription Term and thereafter at the end of each Renewal Term, subject to Customer providing Simply Biz with a written downgrade notice at least sixty (60) days prior to the scheduled renewal date to: navigator@simplybiz.co.uk

3.5 Additional Authorised User Subscriptions may be provided for the applicable additional Charges, as agreed and as specified in an additional Navigator Order Form or otherwise in writing. Any changes to Authorised Users shall be notified in writing to ifaDASH by Simply Biz.

3.6 During the Term, the Customer will be entitled to request that Simply Biz issue user names and passwords or facilitates the Customer to set up user names and passwords as necessary to enable each Authorised User to access and use the Services.

3.7 To the extent that Third Party Software, including ifaDASH Software is made available to the Customer on a “software-as-a-service model” or is otherwise hosted by Simply Biz and made available to the Customer:

3.7.1 Simply Biz shall use reasonable endeavours to:

3.7.1.1 maintain the availability of; and

3.7.1.2 resolve any issues relating to the availability of, the relevant Software except for (i) planned downtime (as notified to the Customer by Simply Biz or ifaDASH); (ii) ad hoc unscheduled maintenance where Simply Biz or ifaDASH reasonably suspects that a fault may have developed with the Software and/or any equipment used to provide access to the Software or any part thereof where such fault has, or is likely to have, a material detrimental impact on the Software and/or the software, products and/or services that Simply Biz or ifaDASH provides to its other customers; and (iii) any unavailability caused by a Force Majeure Event; and

3.7.2 the Customer acknowledges that the supply and availability of the Software will not be uninterrupted or error free.

4. Charges

4.1 Any applicable Charges in relation to the Services and the services provided under the ifaDASH Agreement will be invoiced by and payable to Simply Biz in accordance with a fully executed Navigator Order Form or as otherwise agreed in writing.

4.2 Unless otherwise stated in the Navigator Order Form or as otherwise agreed in writing, all such invoices will be due and payable within thirty (30) days of the invoice date (“Due Date”).

4.3 All Charges due will be paid by Customer to Simply Biz by established direct debit, in pounds sterling and without any deductions, withholdings or set-off. The Customer shall complete Simply Biz’s registration and payment set-up process, including a direct debit instruction.

4.4 Unless otherwise stated in the Navigator Order Form or as otherwise agreed in writing, the Charges may be subject to an increase each year during the Term with 120 days’ written notice.

4.5 Customer acknowledges that its Simply Biz Membership provides discounted pricing for services it receives under the ifaDASH Agreement and that in the event that Customer ceases to be a Simply Biz Member and continues to receive ifaDASH services pursuant to a new, direct agreement with ifaDASH, ifaDASH may increase the applicable charges to its then-current standard rates.

4.6 Any undisputed Charges that are not paid by the Due Date will accrue interest at a rate of one and a half percent (1.5%) per month and be subject to any costs of collection until such payment is received by Simply Biz.

4.7 If Customer fails to pay any such Charges by the Due Date, Simply Biz may, in addition to its other available remedies, suspend the provision of the Services until all past due Charges have been fully paid, or terminate the Navigator Agreement if any such Charges are overdue by sixty (60) or more days.

4.8 To dispute any invoiced Charges in good faith, Customer will notify Simply Biz in writing within thirty (30) days of the relevant invoice date.

4.9 Any Charges not subject to a good faith dispute raised within such thirty (30) day period are deemed correct and binding on Customer and Customer waives any claims it may have to dispute such Charges.

4.10 Unless otherwise stated in this Navigator Agreement, all Charges are non-cancellable, non-creditable and non-refundable.

4.11 The Charges do not include VAT, and Customer will pay any and all applicable VAT related to the Services and Charges.

5. Customer Responsibilities

5.1 Simply Biz will provide the Customer with user names and passwords or facilitate the Customer to set up user names and passwords to enable the Customer’s Authorised Users to access the Services. The Customer:

5.1.1 will be responsible for the security and proper use of its user names and passwords and will ensure that these are kept strictly confidential, that each user name and password is only used by the relevant Authorised User and that they are not disclosed to any unauthorised person;

5.1.2 will promptly inform Simply Biz if it has any reason to believe that its user names and/or passwords have or are likely to become known to an unauthorised person or are being or are likely to be used in an unauthorised way;

5.1.3 may change its passwords online, or by contacting Simply Biz and satisfying Simply Biz’s reasonable security checks.

5.2 Customer will ensure that only Authorised Users use or access the Services via the access methods provided or approved by Simply Biz and that such access and use is at all times in accordance with the terms of this Navigator Agreement.

5.3 Customer will be responsible and liable for all acts and omissions of all its Authorised Users and any person using an Authorised User’s access credentials or account for any Service. Customer acknowledges and agrees that Authorised Users’ compliance with the Terms and Conditions herein is a condition to their access to and continued use of the Services and failure to comply may result in suspension or termination of this Navigator Agreement, subject to reasonable notice under the circumstances.

5.4 Customer is responsible for Authorised Users’ compliance with Applicable Laws and for actions and omissions by Authorised Users that would constitute a breach of this Navigator Agreement if taken by the Customer. In the event the Customer or any Authorised User breaches the terms of this Navigator Agreement or uses the Services in a manner that poses an imminent and material security risk to Simply Biz or other customers, Simply Biz may immediately suspend access to the applicable Services, including suspending or withdrawing the Customer’s user names and/or passwords, provided that, Simply Biz will promptly restore access to the Services once the breach or risk has been resolved.

5.5 Customer will ensure that the number of Authorised Users who use the Services does not exceed the number of Authorised User subscriptions that Customer has purchased for the Services at any time and the Authorised Users do not share their access credentials or accounts for any Service. Customer shall promptly notify Simply Biz of and take mitigating steps when (i) there is any change in an Authorised User’s eligibility to use the Services or (ii) any suspected or unauthorised access to or use of the Services takes place.

5.6 Customer will be solely responsible for ensuring its hardware, software, systems, networks, internet connections, and other information technology infrastructure (“Customer Systems”) are up-to-date and compatible with the Services.

5.7 The Services may bundle or otherwise include certain third party services, as may be further specified in the Navigator Order Form or as otherwise agreed in writing. Customer agrees to and will ensure Authorised Users comply with applicable third party terms. Unless otherwise stated in the Navigator Agreement, Customer will be solely responsible for its and its Authorised Users’ use of the third party services, obtaining and maintaining all necessary licenses, permissions and consents to use any third party services, and ensuring that Customer Systems are compatible and interoperable with all third party services.

5.8 Customer will promptly notify Simply Biz in writing where Customer becomes aware that the Services have been or are likely to be used or accessed by someone other than an Authorised User or are being used or accessed in a manner not authorised by this Navigator Agreement.

5.9 Customer will ensure that any and all obligations set out in the Navigator Order Form are satisfied in a timely manner. Customer acknowledges and agrees that notwithstanding the Commencement Date, Simply Biz may not provide the Services until after the Customer has satisfied any and all Customer obligations set out in the Navigator Order Form and that unless otherwise expressly agreed in writing by Simply Biz, Simply Biz will not be obligated to expend additional resources in order to mitigate any such failure by Customer to satisfy its obligation set out in the Navigator Order Form, in a timely manner.

5.10 Customer will provide Simply Biz with reasonable access to Customer Systems and data as may be reasonably required by Simply Biz to provide the Services.

5.11 If Customer provides any express written instructions to Simply Biz with respect to this Navigator Agreement, Customer will be solely responsible for all acts and omissions to the extent Simply Biz acts pursuant to such instructions.

5.12 Customer will be responsible for compliance with all Applicable Laws in relation to its use of the Services and the Navigator Agreement.

5.13 Customer will take no action in violation of, or that would cause Simply Biz to be in violation of, any Applicable Laws, including any anti-corruption laws, and Customer will maintain policies, procedures and controls that are reasonably designed to prevent and detect violations of anti-money laundering laws.

5.14 Customer will have sole authority and responsibility for all legal, tax, financial, investment, regulatory or other professional advice, opinions, or recommendations delivered by or on behalf of Customer through the Services. Simply Biz will in no way be liable or responsible for any such advice, opinions, or recommendations rendered by or on behalf of Customer.

5.15 Customer shall not and shall not permit Authorised Users or any third party to: (i) modify or create derivative works from or based on the Services or any components thereof, (ii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any source code of the Services, (iii) use the Services for the benefit of a third party other than the Authorised Users (iv) use manual process, automatic device or application or extraction tool to access, monitor, use, download, retrieve, index, extract, scrape, or data mine the Services, (v) infringe or misappropriate Simply Biz’s Intellectual Property Rights or otherwise attempt to defeat, bypass, or circumvent any other protections implemented by Simply Biz with respect to its Intellectual Property Rights or any components of the Services, (vi) bypass or breach any security device or protection used in the Services, (vii) input, upload, transmit, activate or otherwise provide to or through the Services any malware or harmful code or virus, (viii) damage, destroy, deface, disrupt, disable, impair, interfere with, or otherwise disrupt, impede, overburden or harm in any manner the Services or Simply Biz's provision of products and services, (ix) remove, delete, alter, or obscure any Intellectual Property Rights, attribution notices, confidentiality notices or disclaimers or (x) access the Services for monitoring availability, performance of any technical security integrity review, penetration test, load test, denial-of-service simulation or vulnerability scan, performance or functionality, or for any other benchmarking or competitive purpose, or (xi) otherwise access or use the Services in a manner and for purposes not permitted under this Navigator Agreement or in violation of Applicable Laws. Any breach by the Customer of this clause 5.15 shall be deemed a material breach of this Navigator Agreement which is not remediable.

5.16 Customer acknowledges and agrees that Simply Biz may continually monitor by automated or other means the use of the Services, including to verify that such use is in compliance with this Navigator Agreement.

6. Disclaimers and Warranties

6.1 Customer’s subscription to the Services is not contingent on, and Customer has not relied upon, any oral or public written comments made by Simply Biz regarding the Services, including with respect to any future functionality or features. Unless otherwise stated in the Navigator Order Form or as otherwise agreed in writing, Simply Biz will not be required to customise, enhance, upgrade or modify the Services.

6.2 Except as otherwise expressly stated in this Navigator Agreement and to the maximum extent permitted by Applicable Laws: (a) the Services and third party services are provided on an “as is”, “as available” and “with all faults” basis, and Customer agrees that it may not be free of interruptions, periods of unavailability, inaccuracies, errors, or other defects or security issues; (b) all express, implied, statutory or other representations, warranties, conditions, terms, undertakings, guarantees and obligations (including all warranties arising from course of dealing, usage or trade practice) relating to the provision of the Services and third party services, including any implied terms relating to merchantability, quality, fitness for any particular purpose, non-infringement or ability to achieve a particular result are hereby specifically disclaimed and excluded; and (c) use of the Services and third party services is at Customer’s own risk. Simply Biz is under no obligation to control, monitor or correct any third party services or to provide, make available, support or ensure the continued availability or security of any third party services, whether through the Services or otherwise.

6.3 The Customer acknowledges and accepts that Simply Biz does not give any warranty or representation and does not accept any liability (howsoever arising) in relation to:

6.3.1 any Third Party Software;

6.3.2 the Software meeting the Customer’s individual needs or business requirements, whether or not such needs or requirements have been communicated to Simply Biz;

6.3.3 the Software operating in a manner which is uninterrupted or free from minor errors or defects that do not materially affect performance; or

6.3.4 the Software being compatible with any other software or with any particular hardware or equipment.

6.4 Unless otherwise provided in this Navigator Agreement and subject to clause 6.5, all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose, reasonable care and skill or ability to achieve a particular result are excluded to the fullest extent allowed by Applicable Laws.

6.5 Each party represents and warrants that: (a) it is duly organised, validly existing and in good standing under Applicable Laws; (b) it has the organisational and legal power and authority to enter into, validly execute and deliver this Navigator Agreement as binding on behalf of itself and to perform its obligations under this Navigator Agreement; (c) it is properly licensed and has obtained any approvals, licenses, consents and permissions necessary to perform its obligations and operate its business under this Navigator Agreement; (d) this Navigator Agreement is enforceable in accordance with its terms; (e) it has not violated any Applicable Laws, been convicted of any offence or been subject to any sanctions relating to a violation of Applicable Laws or been subject to any investigation, inquiry or enforcement proceeding by a regulatory organisation; (f) it is not owned or controlled by any person that is, the subject or target of any trade, economic, or financial sanctions, or located, organised or resident in a country or territory that is, or whose government is, the subject or target of any trade, economic or financial sanctions; and (g) no person employed or engaged by itself in relation to this Navigator Agreement is or will be, during the Term, a Government Official and each party will promptly notify the other party if any such person becomes a Government Official during the Term.

7. Updates, Upgrades, Training and Support

7.1 Simply Biz will not be under any obligation under this Navigator Agreement to make Updates or Upgrades available to the Customer.

7.2 Without prejudice to clause 7.1, if Simply Biz makes any Bug-fix Update or Upgrade available to the Customer relating to the Software that is installed on the Customer’s equipment, the Customer will procure that they are installed promptly and in accordance with Simply Biz’s instructions.

7.3 From time to time the parties may agree in writing that Simply Biz will, in return for a fee, make an Upgrade available to the Customer. If Simply Biz makes an Upgrade available in accordance with this clause 7.3 and the Simply Biz Software is installed on the Customer’s equipment, the Customer will procure that it is installed promptly. The applicable charges for such Upgrades will be agreed in writing prior to the relevant implementation date for such Upgrades. If the Customer pays Simply Biz by monthly direct debit, the agreed fee for such Upgrade will be added to the existing direct debit amount.

7.4 Simply Biz agrees to provide training and support to Customer, which may take the form of webinars, “how to” videos and/or a “Frequently Asked Questions” document, which will be available on the Navigator website.

7.5 Without prejudice to ifaDASH’s technical support to Customer pursuant to Schedule 1 of the ifaDASH Terms, Simply Biz agrees to provide support services to Customer and its Authorised Users in connection with this Navigator Agreement and the ifaDASH Agreement. Customer agrees to direct any and all correspondence regarding service levels and technical support to Simply Biz, in the first instance. Simply Biz will provide a helpdesk to deal with queries during Normal Business Hours on a Business Day.

7.6 Simply Biz will provide the following support to Customer’s Authorised Users:

a. reasonable assistance in resolving queries raised through the “Help and Support” button, by telephone or by e-mail to navigator@simplybiz.co.uk; and

b. by making recommendations relevant to the course of action necessary to recover from a fault, error or failure emanating from Simply Biz Software.

7.7 Simply Biz will only be responsible for remedying matters within its control in relation to Simply Biz Software and/or ifaDASH Software. Simply Biz support services shall not be a replacement for any technical support provided to Customer’s Authorised Users by ifaDASH under Customer’s ifaDASH Agreement.

8. Intellectual Property Rights

8.1 Each party represents and warrants to the other that:

8.1.1 it owns or is licensed to use all Intellectual Property Rights which it uses or exploits in the performance of its obligations under this Navigator Agreement;

8.1.2 it has obtained all necessary permissions, consents, waivers and licences required from any third party (including all necessary or appropriate regulatory consents) in order for it to lawfully perform its obligations under this Navigator Agreement; and

8.1.3 the use by the other party in accordance with this Navigator Agreement of any Intellectual Property Rights licensed by it in the performance of its obligations under this Navigator Agreement shall not breach the rights, including any Intellectual Property Rights, of any third party.

8.2 As between Simply Biz and Customer, all rights (including all Intellectual Property Rights) in and to the Services, any components thereof and the information supplied as part of the Service shall at all times be and remain the sole and exclusive property of Simply Biz (or its licensors).

8.3 As between the Parties, all right, title and interest, including all Intellectual Property Rights in Customer Data are and shall remain the sole and exclusive property of Customer. Customer grants to Simply Biz a limited, non-exclusive, non-transferable, non-sublicensable right and licence, during the Term to use modify, copy, process, display and prepare derivative works of such Customer Data in order to deliver the Services as applicable. Customer has obtained and will continue to obtain all rights, licences and permissions necessary for Simply Biz to use the Customer Data in the provision of Services as contemplated hereunder, including to transmit Customer Data to and share it with ifaDASH or other third parties pursuant to Customer’s instructions or otherwise in accordance with the terms of this Navigator Agreement.

8.4 Simply Biz shall indemnify the Customer against all losses, damages, costs and expenses (including reasonable legal fees) incurred as a result of any claim by a third party that the Customer’s use of the Services in accordance with this Navigator Agreement infringes the Intellectual Property Rights of that third party (“IPR Claim”) provided that the Customer:

8.4.1 promptly notifies Simply Biz in writing of any IPR Claim of which it has notice; and

8.4.2 does not make any admission as to liability or agree to any settlement of or compromise any IPR Claim without the prior written consent of Simply Biz.

8.5 Simply Biz will, at its request and own expense, be entitled to conduct and/or settle all negotiations and/or litigation arising from any IPR Claim and the Customer shall give Simply Biz all reasonable assistance in connection with those negotiations and/or litigation. Any settlement reached by Simply Biz shall not rely upon the Customer paying any contribution towards any losses, damages, costs or expenses.

8.6 If any IPR Claim is made, Simply Biz may at its own discretion and expense:

8.6.1 procure for the Customer the right to continue using the Services;

8.6.2 modify or replace the infringing part of the Services (without causing any material diminution to the functionality or performance of the Services) so as to avoid the infringement or alleged infringement;

8.6.3 terminate that part of the Services which relates to the infringement (or potential infringement) and return any sums paid by the Customer in advance for that part of the Services in full and final settlement of any claims in respect thereof; or

8.6.4 if none of the options in clauses 8.6.1 to 8.6.3 is reasonably practicable, terminate this Navigator Agreement and return any sums paid by the Customer to Simply Biz in advance for the affected Services, in full and final settlement.

8.7 The indemnity given under clause 8.4 will not apply to any infringement arising from any use of the Services other than in accordance with this Navigator Agreement.

9. Confidentiality

9.1 Each party agrees that both during and after the Term it shall treat as and keep confidential:

9.1.1 any and all information of a confidential or sensitive nature, including personal data, (whether or not marked as such) which may come into its possession or into the possession of any of its Personnel or Representatives as a result of or in connection with this Navigator Agreement relating to the other party (the “Confidential Information”); and

9.1.2 any and all information which has been and which may be derived or obtained from any Confidential Information.

9.2 The obligations of confidentiality in this clause 9 shall not prevent disclosure of Confidential Information which: (a) is in or enters the public domain other than by breach of this clause 9; (b) is obtained from a third party without breach of this clause 9 or any other duty of confidence; (c) is authorised for release by written consent of the other party; and/or (d) is required to be disclosed by a government body or court of competent jurisdiction or relevant regulatory body or authority or by operation of law.

9.3 Each party agrees to take all reasonable steps to ensure that all Confidential Information relating or belonging to, or provided to it by, the other party is protected from unauthorised use or disclosure, theft, loss or damage (whether as a result of criminal damage, negligence, Force Majeure Event or otherwise) applying no lesser security measures to it than to its own confidential information. Each party shall use the Confidential Information received by the other party solely for the purposes authorised by this Navigator Agreement.

9.4 The party receiving the Confidential Information shall limit access to Confidential Information to those of its Personnel and Representatives who reasonably and necessarily require access to the same for the performance of the receiving party’s obligations under this Navigator Agreement and shall ensure that each such Personnel and Representative is aware of the confidential nature of the Confidential Information and complies with the obligations set out in this Navigator Agreement as if named as a party hereto.

9.5 The receiving party shall promptly notify the disclosing party in writing of any unauthorised use or disclosure of any Confidential Information.

10. Data Protection

10.1 Customer’s use of the Services is additionally governed by the Simply Biz Privacy Notice which can be found at: https://www.simplybiz.co.uk/legal/privacy-notice and the Simply Biz Cookie Policy which can be found at: https://www.simplybiz.co.uk/legal/cookie-policy (both incorporated by reference into this Navigator Agreement) and the Data Processing Addendum at Schedule 1.

10.2 Customer agrees that, without limiting Simply Biz’s obligations under the Data Processing Addendum and this Navigator Agreement, Customer is responsible for its use of the Services, including (a) making appropriate use of the Services to maintain a level of security appropriate to the risk in respect of Customer personal data; (b) securing the account authentication credentials, systems and devices Customer uses to access the Services; (c) securing Customer’s systems and devices that Simply Biz uses to provide the Services; (d) backing up Customer personal data; (e) obtaining any required consents from Data Subjects for the processing of Customer personal data; and (f) limiting the transfer to personal data that is strictly necessary for Simply Biz to provide the Services for which Customer has contracted.

10.3 Customer acknowledges that Simply Biz may receive Customer Data both directly from the Customer and captured by Simply Biz in the course of providing Services.

10.4 As provided in the Data Processing Addendum at Schedule 1, Simply Biz may share with third parties (including Simply Biz’s partners, ifaDASH and third party service providers), statistical information obtained about Customer and End Customers, in business intelligence reports (“Data Insight Reports”). Such information will be de-personalised aggregated information which cannot be used to identify the Customer or End Customers. Customer agrees to allow Simply Biz to use Customer Data for such purposes and Customer warrants that it will ensure that consent for such use is obtained from End Customers before passing such information to Simply Biz.

10.5 Customer’s terms and conditions or privacy policy shall include a provision that states the following or some other such similar statement:

"We [IFA] may pass your personal data on to third parties (including Simply Biz, ifaDASH and partners of Simply Biz and ifaDASH) who assist us in providing our service. These third parties may then send this data as de-personalised aggregated statistics to further third parties. Any information sent out by third parties assisting us will be anonymous and not contain any personal information about you. By using our service, you agree to such use of your personal data."

10.6 Customer hereby grants to Simply Biz a non-exclusive, sub-licensable, worldwide, royalty-free, irrevocable licence to use Customer Data provided by the Customer under this Navigator Agreement or captured by Simply Biz in the course of providing the Services, for the purpose of generating and distributing Data Insight Reports.

10.7 Simply Biz shall ensure that the Data Insight Reports are not capable of identifying the Customer, Authorised Users or any End Customers. The Customer hereby acknowledges and agrees that any and all Data Insight Reports generated pursuant to this clause and the Intellectual Property Rights subsisting therein shall be owned by Simply Biz with full title guarantee and free from all third party encumbrances.

10.8 Customer will not use or agree to any terms and conditions or any privacy policy which conflict with these Terms and Conditions or the terms of the Data Processing Addendum at Schedule 1.

10.9 Any breach of a party’s obligations under this clause or under the Data Processing Addendum shall be considered a material breach for the purposes of this Navigator Agreement.

11. Limitation of Liability

11.1 Nothing in this Navigator Agreement will exclude or limit either party's liability in respect of: (a) death or personal injury caused by the negligence of that party; (b) fraud (including fraudulent misrepresentation); or (c) any liability which may not otherwise be lawfully excluded or limited.

11.2 Subject always to clauses 11.1 and 11.3, neither party shall be liable to the other in contract, tort (including negligence and breach of statutory duty) or otherwise for: (a) any loss of revenue, profit, business, anticipated savings, goodwill, reputation, contract, data, loss or damage to equipment, corruption of data, corruption of software or systems; use of equipment or process or any wasted management time; or (b) any indirect, economic, special or consequential loss whatsoever.

11.3 Clause 11.2 shall not prevent Navigator recovering: (a) the Charges; or (b) damages calculated on the basis of amounts due but not paid by the Customer as a result of a breach of this Navigator Agreement by the Customer.

11.4 Subject always to clauses 11.1 and 11.3 and any indemnity expressly provided in this Navigator Agreement, Simply Biz's liability to the Customer in contract, tort (including negligence and breach of statutory duty) or otherwise shall be limited to five thousand pounds Sterling (£5,000) per year, regardless of the number of events giving rise to liability.

11.5 Neither party shall be liable for any failure or delay in performing its obligations under this Navigator Agreement if and to the extent that such failure or delay is the result of a Force Majeure Event. A party whose performance is or may be affected by a Force Majeure Event shall inform the other party as soon as reasonably practicable after becoming aware of the Force Majeure Event.

11.6 For the avoidance of doubt, Simply Biz shall have no liability for Third Party Software or services, including under the ifaDASH Agreement between Customer and ifaDASH.

12. Dispute Resolution

12.1 Save that nothing in this clause 12 will prevent a party from taking any actions under this Navigator Agreement or otherwise in relation to the recovery of debts, in the first instance, disputes or differences which may arise between the parties in connection with other matters under this Navigator Agreement shall be dealt with and determined as follows:

12.1.1 each party shall nominate a representative who will be authorised to deal with the management, negotiation and settlement of any dispute or difference arising under or in connection with this Navigator Agreement (“Nominated Representative”). Each party may change the identity of its Nominated Representative at any time during the term of this Navigator Agreement or in the absence of its Nominated Representative appoint another representative (“Alternative Nominated Representative”);

12.1.2 each party shall refer any dispute or difference that arises under or in connection with this Navigator Agreement to its Nominated Representative (or Alternative Nominated Representative) appointed in accordance with clause 12.1.1, who shall be responsible for the escalation of the dispute within that party’s organisation and shall notify the other party’s Nominated Representative (or Alternative Nominated Representative) in writing of the reason for the dispute or difference. Any such notifications shall include a summary of the salient details of the relevant dispute or difference (“Dispute Notice”);

12.1.3 the Nominated Representatives shall meet within seven (7) days of receipt of the Dispute Notice from the relevant Nominated Representative (or Alternative Nominated Representative) in order to agree a resolution or action(s) required by each party in order to resolve the dispute or difference;

12.1.4 if any dispute or difference has not been settled and/or a course of action for its settlement has not been agreed within twenty-one (21) days of the date of the Dispute Notice, each Nominated Representative (or Alternative Nominated Representative) shall procure that an alternative senior representative (“Alternative Senior Representative”) shall meet with the Alternative Senior Representative of the other party in order to agree to a resolution of such dispute or difference on one separate, further occasion. The parties shall procure that any such meeting takes place as soon as reasonably practicable, taking into account the timescale in which the matter in dispute or difference should be resolved so as not to impede the performance of this Navigator Agreement; and

12.1.5 if the dispute or difference, considered by the Alternative Senior Representatives is not resolved to the satisfaction of both the parties within fourteen (14) days of it being referred to them, the dispute or difference may be referred by either party to the courts of England under clause 15.

12.2 All periods specified in clause 12.1 shall be extendable by written agreement of the parties.

13. Notices

13.1 Notices under this Navigator Agreement shall not be valid unless in writing and delivered personally, or sent to a party by first class recorded delivery post. Notices to the Customer shall be sent to the address provided by the Customer at the time of sign-up or on the Navigator Order Form. Notices to Simply Biz should be sent to its registered office address.

13.2 Either party may change its notice details by serving notice on the other party of the change in accordance with this clause 13.

13.3 In the absence of earlier receipt, and save as provided below, any notice delivered under this Navigator Agreement shall be deemed to have been duly delivered as follows:

13.3.1 if delivered personally, on delivery; or

13.3.2 if sent by first class recorded delivery post, at 9.30am on the second Business Day after the date of posting, provided that any notice delivered under this Navigator Agreement on a day which is not a Business Day or at any time after 5.30pm on a Business Day shall be deemed to be delivered at 9.30am on the next Business Day.

13.4 This clause does not apply to notices given in legal proceedings or alternative dispute resolution proceedings.

13.5 Nothing in this clause 13 shall prevent the use of e-mail for day-to-day communication between the parties, or for matters not requiring formal notice.

14. General

14.1 This Navigator Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.

14.2 Each party acknowledges that it has not entered into this Navigator Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Navigator Agreement.

14.3 No variation of this Navigator Agreement shall be valid or effective unless it is in writing, refers to this Navigator Agreement and is duly signed or executed by, or on behalf of, each party.

14.4 Simply Biz may at any time assign, sub-contract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Navigator Agreement, provided that it gives prior written notice to the Customer.

14.5 The Customer shall not assign, transfer, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Navigator Agreement, in whole or in part, without Simply Biz’s prior written consent.

14.6 Each party shall pay all sums that it owes to the other party under this Navigator Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

14.7 The parties are independent and are not partners or principal and agent and this Navigator Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.

14.8 If any provision of this Navigator Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Navigator Agreement shall not be affected.

14.9 If any provision of this Navigator Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision which must be agreed in writing.

14.10 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Navigator Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

14.11 No single or partial exercise of any right, power or remedy provided by law or under this Navigator Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.

14.12 A waiver of any term, provision, condition or breach of this Navigator Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.

14.13 This Navigator Agreement and any part of it, may be accepted electronically by Customer ticking the relevant box on a specified area of the Simply Biz Website. The Navigator Order Form may also be executed and delivered by electronic signature, wet signature or email in any number of counterparts, each of which shall be an original, but all of which together (including reproductions by photocopy or scan) shall constitute one instrument and be deemed delivery of an original.

14.14 Each party shall comply with all Applicable Laws and shall maintain such authorisations and approvals as required from time to time to perform their obligations under or in connection with this Navigator Agreement.

14.15 A person who is not a party to this Navigator Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.

15. Governing Law and Jurisdiction

15.1 This Navigator Agreement and any non-contractual obligations arising out of or in connection with it will be governed by the law of England and Wales.

15.2 The courts of England and Wales have exclusive jurisdiction to determine any dispute arising out of or in connection with this Navigator Agreement (including in relation to any non-contractual obligations).

16. Definitions and Interpretation

In these Terms and Conditions:

16.1 the following words and expressions have the following meanings unless the context otherwise requires:

“Additional Authorised User” means an individual connected to the Customer who, in accordance with a fully executed Navigator Order Form or otherwise agreed in writing, is additionally granted access to the Services as an Authorised User;

“Applicable Laws” means all binding laws, legislation, acts, statutes, statutory instruments, regulations, bylaws, orders, or directions or guidance from a government, regulatory organization or similar authority which have the force of law whether local, national, international or otherwise existing from time to time, in each case which are applicable to this Navigator Agreement;

“Appointed Representative” means an appointed representative which has an agreement with a Principal which permits the Appointed Representative to carry on regulated activities under Principal’s authorisation and the Principal has confirmed that it will take responsibility for the actions of the Appointed Representative;

"Authorised User" means an individual who is authorised by the Customer to use the Services, and Customer has set up or requested Simply Biz to set up a user name and password. Customer’s Authorised Users may include its Personnel and Appointed Representatives, subject to any further restrictions that may be set out in the Navigator Order Form, ifaDASH Terms or in these Terms and Conditions;

“Bug-fix Updates” means any updates to the Simply Biz Software which are issued by Simply Biz (free of charge) in order to fix bugs or faults in the Simply Biz Software;

"Business Day" means a day other than a Saturday, Sunday or bank or public holiday in England;

“Charges” means (a) Simply Biz’s applicable charges to the Customer for access to and use of the Services by the Customer’s Authorised Users pursuant to the Navigator Agreement and which charges may be increased from time to time; and/or (b) ifaDASH’s applicable charges to the Customer for access to and use of the ifaDASH services by the Customer’s Authorised Users and which charges may be increased from time to time;

"Commencement Date" means the date on which the Customer accepts the Terms and Conditions in accordance with clause 1.2 above;

"Confidential Information" has the meaning set out in clause 9.1;

“Customer” means the Legal Entity which enters into the Navigator Agreement and which is stated on the Navigator Order Form;

“Customer Data” means any and all data, content and information, including personal data, entered, uploaded, submitted, shared, posted, displayed, transmitted on or via the Services by Customer or by any of its Authorised Users;

"Data Protection Legislation" all applicable data protection and privacy legislation in force from time to time in the UK including the Data Protection Act 2018 and UK GDPR; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and any legislation amending, supplementing or replacing the above at any time during the Term;

“End Customer” means a customer of the Customer/Authorised User;

“FCA” means the Financial Conduct Authority or any regulatory body which succeeds or replaces it;

“Force Majeure Event” means any act of God, war, insurrection, riot, civil commotion, act or threat of terrorism, lightning, earthquake, fire, flood, storm, or extreme weather condition, theft, malicious damage, strike, lockout, industrial dispute (whether affecting the workforce of a party and/or any other person), breakdown or failure of equipment or machinery, inability to obtain essential supplies, services or materials, failure or default of a supplier, third party licensor or sub-contractor of the relevant party, failure of any telecommunications network, equipment or provider, denial of service attack and event or circumstance to the extent it is beyond the reasonable control of the relevant party;

“ICO” means the Information Commissioner’s Office;

“ifaDASH” means Newdez Limited;

"IfaDASH Software" means the proprietary software of IfaDASH, which powers Navigator Services, including any Updates or Upgrades made available by IfaDASH under the Customer’s ifaDASH Agreement;

“Initial Subscription Term” means a period of twelve (12) months starting on the Commencement Date;

“Insolvency Event” means any corporate action, legal proceedings or other procedure or step, other than as part of a solvent re-organization, restructuring or merger of the group of companies, including: (a) where a party stops or threatens to stop trading; (b) the appointment of a receiver, administrator, liquidator, compulsory manager or similar officer over any of the assets or business of a party; (c) a composition, compromise, assignment or arrangement with any creditor; (d) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution or administration by way of voluntary arrangement, scheme of arrangement or otherwise; and (e) any events or circumstances analogous to the foregoing in any applicable jurisdiction;

"Intellectual Property Rights" means any and all copyright, rights in inventions, patents, know-how, trade secrets, trademarks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, utility models, domain names and all similar rights and, in each case: (a) whether registered or not; (b) including any applications to protect or register such rights; (c) including all renewals and extensions of such rights or applications; (d) whether vested, contingent or future; and (e) wherever existing;

“Legal Entity” means a body corporate, association, partnership, firm, trust, organisation, sole trader or joint venture;

“Navigator” means the Navigator content available within the Simply Biz Software in return for payment of the Charges for Navigator Services;

“Navigator Order Form” means any Simply Biz form relating to Navigator, whether in paper or online format which includes inter alia details of the Customer, the Navigator Services, Authorised Users, any applicable Charges, and Customer’s acceptance of these Terms and Conditions and the ifaDASH Terms and which Simply Biz forms include the forms titled “Navigator Application Form” and “Navigator Customer Form”;

“Navigator Plus” means additional Navigator Plus content available within the Simply Biz Software in return for payment of the Charges for Navigator Plus Services;

“Normal Business Hours” means 9:00am to 5:00pm on Business Days;

“Personnel” means in respect of a party, its officers, directors, and employees;

“Principal” means a firm which has been granted FCA permission directly to carry out one or more regulated activities, which is responsible for its own actions and the actions of any and all Appointed Representatives with which it has an agreement permitting those Appointed Representatives to carry on regulated activities under Principal’s authorisation;

“Renewal Term” means a period of twelve (12) months during the Term, starting on the day following expiry of the Initial Subscription Term and (if any) each successive period of twelve (12) months during the Term of this Navigator Agreement, starting on the day following expiry of the last such Renewal Term;

“Representative” means in respect of a party, its Personnel, consultants, professional advisers, agents and sub-contractors and in respect of Customer may also include Appointed Representatives; and “Representative” means any of them;

“Services” means each of the services provided by the Simply Biz Software, which enable Authorised Users to, amongst other things, carry out compliance monitoring, forecasting and planning in connection with Customer’s financial advisory business;

“Simply Biz” means Simply Biz Services Limited;

“Simply Biz Member” means a member firm of Simply Biz and “Membership” shall interpreted accordingly;

“Simply Biz Website” means the following: https://www.simplybiz.co.uk

“Simply Biz Software” means the Simply Biz compliance system software known as “Navigator” (including “Navigator Plus”) as may be updated and/or replaced from time to time;

"Software" means Simply Biz Software and Third Party Software;

“Termination Date” means the date on which this Navigator Agreement terminates for whatever reason;

"Third Party Software" means any third party software identified in connection with this Navigator Agreement, including ifaDASH Software, together with any other software program which is not Simply Biz Software but which is supplied to the Customer by Simply Biz under this Navigator Agreement or any ancillary agreement;

“UK GDPR” means the retained EU law version of the General Data Protection Regulation (EU) 2016/679) (“GDPR”) as defined in section 3(10) of the Data Protection Act 2018;

"Update" means an ifaDASH software maintenance update, patch or bug-fix which does not constitute an Upgrade;

“Upgrades” means any updates and upgrades to, and revisions, new releases and new versions of, the Simply Biz Software and/or Third Party Software (as applicable), excluding Bug-fix Updates; and

“VAT” means Value Added Tax as defined under the Value Added Tax Act 1994 (as amended).

16.2 A reference to this Navigator Agreement includes its schedules.

16.3 References to headings in this Navigator Agreement are included for convenience only and shall have no effect on interpretation.

16.4 References to clauses are to the clauses of these Terms and Conditions.

16.5 References to any other agreement or document are to such agreement or document as varied, assigned or novated from time to time.

16.6 References to “in writing” or “written” include e-mail.

16.7 Unless the context otherwise requires references to the singular include the plural and vice versa and references to any gender include every gender.

16.8 Any words following the words “include”, “includes”, “including”, “in particular” or any similar words or expressions will be construed without limitation and accordingly will not limit the meaning of the words preceding them.

16.9 References to any statute or statutory provision will include any subordinate legislation made under it and will be construed as references to such statute, statutory provision and/or subordinate legislation as modified, amended, extended, consolidated, re-enacted and/or replaced and in force from time to time.

SCHEDULE 1

DATA PROCESSING ADDENDUM

This Data Processing Addendum is supplemental to the Simply Biz Privacy Notice found at: https://www.simplybiz.co.uk/legal/privacy-notice which may be amended from time to time. In the event of a conflict between the provisions of this Data Processing Addendum and the Simply Biz Privacy Notice, the provisions of this Data Processing Addendum shall prevail.

Personal Information Collected

Simply Biz will collect personal information about Customer when Customer registers to use the Services, including (a) Customer name and FCA registration details; and (b) title, name and contact details of Customer’s authorised signatory that enters into the Navigator Agreement and of Customer’s Authorised Users.

Other information requested from Customer upon registration includes account security details and payment / billing information, where Customer registers to use a chargeable Service.

Simply Biz may also collect additional personal information from Customer’s use of the Services, through optional survey and feedback forms, or where Customer contacts Simply Biz.

How Simply Biz Uses Customer Information

In accordance with Data Protection Legislation, Simply Biz will only process Customer Data where Simply Biz has a lawful basis for doing so. In respect of that part of Customer Data which is personal data, these bases are: where it is necessary to provide Services to Customer under the performance of this Navigator Agreement; where Simply Biz is required to do so in accordance with legal or regulatory obligations; where Customer has given its consent; or where it is in Simply Biz’s legitimate interests to process personal data of the Customer, provided that these do not prejudice Customer’s or Data Subjects’ own rights, freedoms and interests.

Simply Biz will use Customer’s personal data in accordance with the following purposes which are necessary for the performance of the Navigator Agreement:

to allow Customer to register Customer’s account
to provide Customer with Services
to invoice Customer for Authorised User licences and for billing of commercial relationships
to collect and analyse data in order to detect incidents for security and to provide assistance to Customer.

Simply Biz will also use Customer’s personal data in accordance with the following purposes:

to verify Customer’s and Authorised Users’ identity and credentials for use of the Services, necessary to comply with a legal obligation

to respond to Customer’s communications, for which Customer has consented

to track and monitor Customer’s use of the Services so that Simply Biz can improve its Services, which is in Simply Biz’s legitimate interests.

Simply Biz may also collect certain information about the Customer through its use of cookies for the following purposes:

to verify Customer/Authorised User identification (-necessary to comply with a legal obligation)
to allow Customer/Authorised User to remain logged into the Services (-necessary for performance of a contract)
to analyse Customer’s use of the Services so that Simply Biz can improve it and better understand its customers and users (-legitimate interest)
to provide assistance and support using Simply Biz services (-necessary for the performance of a contract)
to provide the Customer with custom functionality in its use of the Services (-necessary for the performance of a contract).

Please additionally see Simply Biz’s Cookie Policy, which can be found at: https://www.simplybiz.co.uk/legal/cookie-policy

Disclosing Personal Data of the Customer

Simply Biz may share personal data of the Customer with Simply Biz group companies, including with ifaDASH.

Simply Biz shall limit access to Customer personal data to its Personnel or other Representatives who have a business need to have access to such Customer personal data to provide the Services. Simply Biz Personnel and Representatives shall be committed to protect the confidentiality and security of Customer personal data in accordance with the provisions of this Data Processing Addendum and the Navigator Agreement. Simply Biz shall ensure that all its Personnel and Representatives are bound by industry standard confidentiality obligations which include keeping Customer personal data confidential.

Simply Biz may also pass on de-personalised aggregated information to its business partners, ifaDASH and third party service providers. Such information will not contain personal data and will not identify individuals.

Data Processing

Simply Biz will only process Customer personal data in accordance with the Navigator Agreement, to the extent necessary to provide the Services to Customer and fulfil Customer’s instructions provided in electronic or written form.

Personal data which Simply Biz may process under the Navigator Agreement includes a Data Subject’s name and contact details, which will include address, e-mail address and telephone number.

Data Subjects will be Customer, Authorised Users and End Customers. For the avoidance of doubt in respect of End Customers, only names will be Processed, no contact details or other identifying information. Simply Biz will process personal data for the duration of the Navigator Agreement.

Simply Biz shall maintain records of processing carried out in respect of Customer personal data as required by Data Protection Legislation.

Simply Biz shall not appoint a sub-processor without the Customer's consent and in the event that the Customer does provide such consent, Simply Biz will ensure that such sub-processor is bound by terms similar to those of this Data Processing Addendum as it applies to Simply Biz hereunder and Simply Biz shall be responsible for any breach by such sub-processor of any of the obligations under this Data Processing Addendum.

Simply Biz will not transfer Customer Data outside the UK or European Economic Area (“EEA”).

Third Party Sites

Simply Biz is not responsible for the privacy policies of any other party or for the content of any other services.

Retention of Customer Data

Simply Biz will retain Customer Data for the period necessary to provide Customer with the Services. Thereafter, Customer Data will be maintained for up to seven (7) years following the closure of any accounts that Customer holds with Simply Biz or the last Customer contact with Simply Biz. Please note that Simply Biz may be subject to legal and regulatory requirements to keep personal data for a longer period.

Data Security and Data Breaches

Simply Biz shall take appropriate technical and organisational measures against the unauthorised or unlawful processing of Customer Data, and against the accidental loss or destruction of, or damage to Customer Data. Simply Biz will evaluate the security measures implemented on an ongoing basis and may, from time to time modify the technical and organizational measures to ensure adequate protection of the Customer personal data considering the advancement of technology and new threats.

In the event Simply Biz discovers a personal data breach (a “Data Breach”) (as defined in applicable Data Protection Legislation) affecting Customer personal data, Simply Biz will inform Customer of the Data Breach without undue delay, and no later than within seventy-two (72) hours of Simply Biz’s discovery of such Data Breach.

Simply Biz will investigate and work to remediate the Data Breach and cooperate with Customer in Customer’s handling of the matter, including any investigation, reporting or other obligations required by applicable Data Protection Legislation.

The parties agree to co-operate and provide immediate reasonable assistance, (including without limitation documentation as is necessary) to each other to facilitate the handling of any Data Breach in an expeditious and compliant manner.