Service User Terms

1. Definitions

In this Agreement:

1. the following terms shall have the following meanings unless the context otherwise requires:

• "Account": the account allocated to you by us for you to access Symple;
• "Admin Fee": a fee that may be charged for facilitating remedial works payable as Charges;
• "Agreement": these Terms and Conditions together with the Registration Acceptance and any document referred to in these Terms and Conditions or the Registration Acceptance;
• "Assignment": the performance of property-related services by a Service Provider, following your listing of an Assignment Request and that Service Provider accepting the Assignment Request using Symple;
• "Assignment Request": a requirement for property-related services listed by you on Symple, and that can be accepted by a Service Provider for performance;
• "Assignment Slot": the date and time for a particular Assignment to take place, as specified by the relevant Service Provider on acceptance of the Assignment Request through Symple;
• "Authorised Users": those of your allocated personnel who will have access to the Account and who will be able to receive notifications regarding particular Assignment Requests and Assignments;
• "Business Day": any day other than: (i) a Saturday, (ii) a Sunday or (iii) any day when the clearing banks in the City of London are not physically open for business;
• "Charges": the amounts payable by you to us for each Assignment, as set out in Symple from time to time;
• "Confidential Information": any information in any form or medium obtained by or on behalf of one Party from or on behalf of the other Party in relation to this Agreement which is expressly marked as confidential or which a reasonable person would reasonably consider to be confidential, whether disclosed or obtained before, on or after the date of this Agreement, together with any reproductions of such information or any part of such information;
• "Controller": has the meaning set out in UK GDPR;
• "Customer Data": the data inputted by the you, any Authorised Users, or us on your behalf, for the purpose of using Symple;
• "Data Protection Laws": in relation to any personal data which is processed in the performance of this Agreement, UK GDPR and the Data Protection Act 2018, in each case together with any national implementing laws, regulations, secondary legislation and any other applicable or equivalent data protection or privacy laws, as amended or updated from time to time, in the UK, and any successor legislation to such laws;
• "Data Subject": has the meaning set out in UK GDPR;
• "Event of Force Majeure": has the meaning given to it in Clause 15.1;
• "Intellectual Property Rights": all intellectual and industrial property rights of any nature anywhere in the world, including copyright, database rights, design rights, topography rights, registered designs, design rights, trade mark rights, service mark rights, domain name rights, patents, rights to inventions, trade secrets, rights in know-how, and any other rights of a similar nature, whether or not any of the same are capable of protection by registration and whether registered or not, and applications for registration of any of the foregoing and the right to apply for any of them, anywhere in the world;
• "Keyholder": any agent, occupier, tenant, licence-holder or other relevant person in respect of a Property, that is to be present to provide access to the Service Provider at the relevant Property for the purposes of an Assignment;
• "Party": either us or you, and "Parties" shall mean both of us and you;
• "Personal Data": has the meaning set out in Data Protection Laws, and only related to personal data, or any part of such persona date of which you are the Controller and in relation which we are the Processor and providing services under this Agreement;
• "Personal Data Breach": has the meaning set out in UK GDPR;
• "Processor": has the meaning set out in UK GDPR;
• "Process/Processing": has the meaning set out in UK GDPR;
• "Property": any property you import into Symple for the purpose of creating an Assignment Request;
• "Registration Acceptance": the email to you from us accepting the Registration Form;
• "Registration Form": the online registration form you submit to us containing the specific information relating to the particular services to be supplied by us to you;
• "Service Provider": a business that has registered for use of Symple, by which that business is able to view potential property-focused assignments listed by householders that have registered to make such assignments available through Symple;
• "Special Categories of Personal Data": those categories of data listed in Article 9(1) UK GDPR;
• "Supervisory Authority": means any national regulatory authority responsible for the enforcement of Data Protection Laws;
• "Symple": the application software developed and created by us, to be used to arrange, manage and deliver property-related services in respect of specific properties, together with supporting functionality that we make available to allow access to, and use of, that application and the services provided through it, as defined at www.symple.co.uk from time to time;
• "UK GDPR": Regulation (EU) 2016/679 General Data Protection Regulation as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 and amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019;
• "we", "us" and "our": Symple Tech Ltd, a company registered in England and Wales with registered number 11531615 and registered office at 2nd Floor Parkgates, Bury New Road, Prestwich, M25 0TL; and
• "you" and "your": the property-owner, agent or householder customer registering for access to applications and services under this Agreement, as specified in the Registration Acceptance.

2. Agreement

2.1 The terms of this Agreement apply to the exclusion of any terms and conditions submitted, proposed or stipulated by you in whatever form and at whatever time.

2.2 Your submission to us of the Registration Form constitutes an offer by you to obtain access to Symple in accordance with these Terms and Conditions and the terms of the Registration Form. You are responsible for ensuring that the terms of the Registration Form are complete and accurate.

2.3 This Agreement shall be legally formed and the Parties shall be legally bound when you have received a Registration Acceptance from us.

2.4 If you provide to us a purchase order for use of or access to Symple, or the performance of any Assignment, that order (and any terms and conditions attached or referred to in it) shall be purely for your administrative purposes and shall not form part of this Agreement.

2.5 In the event of a conflict between these Terms and Conditions and the Registration Acceptance, then the Registration Acceptance shall prevail over these Terms and Conditions.

3. Term

This Agreement, and your access to Symple, shall commence on the date on which this Agreement is entered into under Clause 2.2 and, unless terminated earlier pursuant to the termination provisions of this Agreement, shall continue until terminated in accordance with Clause 13.1.

4. Symple

4.1 We shall: (a) make Symple available to you; and (b) allow you to list Assignment Requests within Symple.

4.2 We reserve the right and have absolute discretion, but not an obligation, to moderate, remove, screen or edit any Assignment Request that you list on Symple that breaches this Agreement or is otherwise objectionable. Without prejudice to any other provision of this Agreement, we reserve the right to refuse to list the Assignment Request or to immediately remove any Assignment Request already listed (or cancel the performance of any Assignment).

4.3 Subject to compliance with Data Protection Laws, we may, at our absolute discretion, from time to time either host Symple on our own servers or use third party suppliers to do so in whole or in part. You acknowledge that we may from time to time without prior notice and without the need for prior agreement provide reasonable additional obligations or requirements or reasonably restrict your rights due to the requirements of the third party suppliers.

4.4 You acknowledge that we cannot guarantee uninterrupted, timely or error-free access to Symple due to events beyond our control (including operation of public and private networks by Internet service providers, telecoms providers and third parties), and we may also need to carry out maintenance (whether planned or unplanned, and routine or not) from time to time on Symple; however, we shall use our reasonable endeavours to minimise downtime. Subject to us having used such reasonable endeavours, we do not warrant that the provision of Symple to you will be uninterrupted or error-free.

4.5 We reserve the right at our absolute discretion to make changes to Symple at any time.

4.6 We retain the right, if we consider it appropriate, to: (a) immediately halt the posting of any Assignments Requests; (b) prevent or restrict access to Symple; and/or (c) take any other action to preserve and protect Symple and/or to restrict access to or availability of or remove any objectionable material, inaccurate listings, inappropriately categorised items, unlawful items or items prohibited for listing on Symple under this Agreement.

4.7 Except where expressly provided for within this Agreement, we exclude all conditions, warranties, terms and obligations, whether express or implied by statute, common law or otherwise, to the fullest extent permitted by law in respect of Symple, the Account, any Assignments and our obligations under this Agreement.

5. The Account

5.1 We shall allocate to you the Account for optimised use of Symple.

5.2 You may allocate an Authorised User access to the Account. Acts and omissions of Authorised Users shall be treated as if they were your acts and omissions.

5.3 You may access the Account only with a browser or device that is compatible with Symple (and its security features).

5.4 For us to allocate to you (and any Authorised User) access to the Account, you must provide such information as we may require from time to time.

5.5 Once you have been allocated access to the Account, you will be asked to create a username for, and allocate a password to, such access (and for each Authorised User). You must keep the password confidential and immediately inform us if any unauthorised third party becomes aware of that password or if there is any unauthorised use of the Account or any breach of security known to you. You agree that any person to whom your username or password is disclosed is authorised to act as your agent for the purposes of using (and/or transacting via) Symple. You are entirely responsible if you do not maintain the confidentiality of your password.

5.6 Once you have access to the Account, you may update your details, import Properties, list Assignment Requests, and manage Assignments, by accessing the Account.

5.7 You must notify us immediately of any changes which are relevant to the Account by informing us through the Account, or otherwise by contacting us by using the contact information listed within Symple.

5.8 Without prejudice to any other right or remedy which we may have, if we reasonably believe that you have failed to comply in any way with any of the terms of this Agreement, we may exercise any one or more of the following remedies at our absolute discretion, whether or not any of Assignments have been accepted by Service Providers: (a) rescind this Agreement (in whole or in part); and/or (b) remove any Assignment from Symple; (c) restrict access to the Account; and/or (d) close the Account.

6. Assignments

6.1 When posting an Assignment Request and making changes to it, you must follow the instructions on Symple.

6.2 When posting an Assignment Request, you must include Keyholder contact details in order to allow the relevant Service Provider to gain access to the Property and complete the Assignment once accepted. We will also notify the Keyholder of the Assignment Slot once the relevant Service Provider has scheduled it. You must ensure that the Keyholder is aware that: (a) you have provided the Keyholder's Personal Data to us for the purposes of the Assignment; (b) the relevant Service Provider will contact the Keyholder directly in relation to the Assignment; and (c) we may contact the Keyholder to manage the Assignment once it has been accepted by the relevant Service Provider; and you warrant that you will comply with all relevant Data Protection Laws in obtaining Personal Data relating to Keyholders, and sharing it with us.

6.3 A Service Provider may accept an Assignment Request through Symple.

6.4 We do not guarantee that a Service Provider will accept any Assignment Request posted on Symple. It is your responsibility to ensure that you submit all Assignment Requests to Symple at least four weeks prior to the date by which you require the relevant Assignment to be completed.

6.5 You acknowledge that we shall have no liability (subject to Clause 12.1) if a Service Provider accepts an Assignment and either cancels or withdraws before the Assignment Slot, fails to turn up to the Assignment, or fails to complete the Assignment. In such circumstances, we will arrange for an alternative Service Provider to complete the Assignment within a reasonable time.

6.6 Once the Service Provider has completed an Assignment, Symple will make the relevant certificate of completion, or report, for the Assignment available within the Account, and it will be sent to you by email. You will be able to download that certificate or report through the Account at any time once it has been uploaded.

6.7 Once an Assignment Request has been accepted by a Service Provider and has an allocated Assignment Slot, you may not cancel the Assignment.

6.8 You must ensure that the relevant Service Provider has access to the relevant Property during the Assignment Slot to perform the Assignment, including ensuring that the access routes are clear and of a sufficient size for a reasonable Service Provider's vehicle, and that there is space for that vehicle to park at the kerb-side outside the Property. If you have any concerns in this respect, you must contact us as soon as possible.

6.9 If you or the Keyholder is not available to give the Service Provider access to the Property on attendance during the Assignment Slot, we may leave instructions to re-arrange the Assignment Slot. We will also pass on to you any costs incurred by us as a consequence of no-one being available to grant the Service Provider access, which will include us charging you for that Assignment for the Service Provider failing to be granted access; to the extent that you paid the Charges in advance on posting the Assignment Request, we may (at our absolute discretion) refund to you up to 50% of the Charges you have paid to us, and you must submit another Assignment Request to Symple and pay further Charges, in order to rearrange the Assignment Slot.

6.10 In the event of any dispute between you and us and/or the Service Provider relating to the completion of an Assignment, or the certificate or report issued in respect of that Assignment, then: (a) we will refer the dispute to an industry accreditation body relevant to that Assignment, chosen by us at our absolute discretion; (b) that industry body will assess the dispute and provide a decision in respect of it; (c) the industry body's decision will be final and binding on us, you and the Service Provider, save in the case of manifest error; and (d) to the extent that the industry body charges for the provision of a decision in respect of the dispute, the Party against whom the industry body resolves the dispute shall be responsible for such charges.

7. Our Obligations

7.1 We warrant that: (a) we shall use our reasonable skill and care in providing Symple and having Assignments undertaken by Service Providers; (b) the Service Providers have the necessary skill and qualifications to perform any Assignment which they accept; (c) we have all necessary rights, permissions and consents to enter into, and perform our obligations under, this Agreement; and (d) we shall comply with all applicable laws, statutes, regulations and bye-laws in relation to the exercise of our rights and performance of our obligations under this Agreement.

7.2 We have the right to make any changes to: (a) Symple which are necessary to comply with any applicable law, or which do not materially affect the nature or quality of Symple; and (b) any Assignment which are (or cancel any Assignment if) necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of that Assignment; and we shall notify you in any such event. If we cancel the Assignment before it is performed, we will refund to you any Charges you have paid to us in respect of that Assignment.

7.3 The relevant Service Provider will perform the Assignment during the Assignment Slot save that, subject to Clause 12.1, we shall not have any liability for any delay in performance of an Assignment that is caused by an Event of Force Majeure, or your failure to provide the Service Provider with access to the Property or with adequate instructions or any other instructions that are relevant to the performance of the Assignment.

8. Your Obligations

8.1 You must: (a) ensure that the terms of the Registration Form, and each Assignment Request, are complete and accurate; (b) ensure that you fully co-operate with us, including in order to enable us to carry out fully, accurately and promptly our obligations under this Agreement to the best of our ability; (c) promptly provide us with such information, data and assistance that will enable us to carry out fully, accurately and promptly our obligations under this Agreement (including in respect of any Assignment) to the best of our ability; (d) promptly comply with all of our reasonable requests under this Agreement; (e) have all necessary rights, permissions and consents to enter into, and perform your obligations under, this Agreement; (f) comply with all applicable laws, statutes, regulations and by-laws in relation to the exercise of your rights and performance of your obligations under this Agreement and in relation to any Assignment; (g) provide proper, adequate, safe, comfortable and suitable environmental and operating conditions for Service Providers at the Property; (h) inform us in writing a reasonable time before the Assignment Slot of any regulations relevant to the Service Provider when working at the Property; (i) be (or ensure that a Keyholder is) present and available at the Property at the required times to enable the Service Provider to perform the Assignment; (j) sign a confirmatory note upon completion of any Assignment; and (k) ensure that Authorised Users and Keyholders fully co-operate with, and make themselves available at all reasonable times for discussion and meetings with, us and Service Providers.

8.2 It is your responsibility to ensure that you provide us with the information required to enable us to give you access to Symple, list your Assignment Requests on Symple, manage your Properties through Symple (in respect of required Assignments) and for a Service Provider to perform any Assignment. We shall not be responsible or have any liability (subject to Clause 12.1) for any failure by us in respect of Symple, or by us or any Service Provider in respect of any Assignment, to the extent caused by your failure to properly ensure the provision of the relevant information to us.

8.3 You shall ensure that all information, including any images, you provide to us is of a high level of quality, completeness and accuracy.

8.4 You shall not in any way use Symple, or submit to us or Symple, anything which in any respect: (a) is in breach of any law, statute, regulation or byelaw of any applicable jurisdiction; (b) is fraudulent, criminal or unlawful; (c) is inaccurate or out-of-date; (d) is obscene, indecent, vulgar, discriminatory, offensive, threatening, defamatory or untrue; (e) impersonates any other person or body or misrepresents a relationship with any person or body; (f) may infringe or breach the copy or Intellectual Property Rights of any third party; (g) may be contrary to our interests; (h) is contrary to any specific rule or requirement that we may stipulate for Symple; or (i) involves your use, delivery or transmission of any viruses, unsolicited communications, Trojan horses, trap doors, cancelbots, back doors, worms, easter eggs, time bombs or computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any data, personal information or system.

8.5 You must not use any automated means to access Symple or collect any information from it.

8.6 It is your responsibility to ensure that Symple is sufficient and suitable for your purposes and meets your individual requirements. It is your responsibility to ensure that your use of Symple and the arrangement of Assignments through Symple is in your best interests, and you bear sole responsibility and liability (subject to Clause 12.1) for the consequences of your use of Symple and your arrangement of Assignments.

8.7 You must maintain and update information provided by you to us as applicable (including in respect of any Assignment or Assignment Request). You shall audit the information you provide to us that is listed on Symple on a regular basis to ensure ongoing compliance with this Agreement.

8.8 You shall not impersonate any person or use a name that you are not legally authorised to use. If you provide false or incorrect information or do not notify us of changes to your information immediately, we reserve the right to terminate this Agreement under Clause 13.

8.9 We shall not be responsible or have any liability (subject to Clause 12.1) for: (a) information provided to us by you that is in breach of any provision of this Agreement and that is subsequently posted on Symple; or (b) the listing of any Assignment Request that is in breach of any provision of this Agreement or any applicable law.

8.10 You undertake that you shall not during the term of this Agreement and for 12 months after its termination for any reason: (a) receive services from, or work with, any Service Provider, otherwise than through Symple; (b) work directly with any Service Provider by means of working-around Symple, where the services provided by that Service Provider would otherwise have been provided through Symple; and/or (c) solicit or entice away from Symple any Service Provider, if that solicitation or enticement causes or would cause that Service Provider to cease supplying, or materially reduce its supply of, those services through Symple.

8.11 You must effect and maintain insurance for each Property with reputable insurers, against loss or damage caused by any risk normally insured against by a competent property owner (including, where appropriate, Events of Force Majeure).

9. Charges

9.1 In consideration of us providing to you access to Symple and arranging the performance of Assignments by Service Providers pursuant to this Agreement, you shall pay to us the Charges.

9.2 We will invoice you for the Charges when you list an Assignment Request in Symple. Unless we agree otherwise in writing, the listing of an Assignment Request on Symple is contingent on your prior payment of the Charges relevant to that Assignment Request. We will not list the Assignment Request until you have paid the Charges relevant to it.

9.3 You shall pay all amounts due to us under this Agreement by any payment method that we may stipulate from time to time. No payment shall be considered paid until we have received it in cleared funds in full.

9.4 The Charges are stated exclusive of VAT, which shall be added at the prevailing rate as applicable and paid by you following delivery of a valid VAT invoice by us.

9.5 Your payment of all amounts due to us under this Agreement shall be in the currency in force in England from time to time.

9.6 You must pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding except as required by law. We may, without limiting our other rights or remedies, set off any amount owing to us by you against any amount payable by us to you.

9.7 If you are late in paying any part of any monies due to us under this Agreement and such payment remains outstanding for seven days following us providing notice to you of such outstanding payment, we may (without prejudice to any other right or remedy available to us whether under this Agreement or by any statute, regulation or bye-law) do any or all of the following: (a) charge interest on the overdue amount due but unpaid at the annual rate of interest set under Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 from time to time from the due date until payment (after as well as before judgment), such interest to run from day to day and to be compounded monthly; (b) recover our costs and expenses and charges (including legal and debt collection fees and costs) in collecting the late payment; and/or (c) suspend performance of this until payment in full has been made.

10. Intellectual Property Rights

10.1 We and you acknowledge that, as between us and you, we and our licensors own all Intellectual Property Rights in Symple and the Account. We grant to you a limited non-transferable licence to make use of Symple and the Account in accordance with this Agreement. This licence expressly excludes, without limitation: (a) any resale or commercial use of Symple; (b) modifying, distributing, copying, republishing or making any derivative of Symple; and (c) any data extraction or data mining whatsoever. Any goodwill accruing out of the use of our and our affiliates Intellectual Property Rights under this Agreement shall vest in us and our affiliates, as the case may be.

10.2 You grant to us and our affiliates a non-exclusive, worldwide, royalty-free, perpetual, irrevocable licence to exercise all Intellectual Property Rights over the information provided by you to us under this Agreement, including the Customer Data.

10.3 Subject to anything else to the contrary in this Agreement, neither Party shall have any rights over or to use the other Party's Intellectual Property Rights for any other purpose without the other Party's express prior written consent.

11. Confidentiality

11.1 Each Party shall keep the other Party's Confidential Information confidential and shall not: (a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under this Agreement; or (b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this Clause 11. Each Party shall use adequate procedures and security measures to protect the other Party's Confidential Information from inadvertent disclosure or release to unauthorised persons.

11.2 A Party may disclose the other Party's Confidential Information to those of its employees, agents and subcontractors who need to know such Confidential Information provided that: (a) it informs such employees, agents and subcontractors of the confidential nature of the Confidential Information before disclosure; and (b) it does so subject to obligations equivalent to those set out in this Clause 11.

11.3 A Party may disclose the Confidential Information of the other Party to the extent such Confidential information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 11.3, it takes into account the reasonable requests of the other Party in relation to the content of such disclosure.

11.4 The obligations of confidentiality in this Clause 11 shall not extend to any matter which either Party can show: (a) is in, or has become part of, the public domain other than as a result of a breach of the confidentiality obligations of this Agreement; or (b) was independently developed by it; or (c) was independently disclosed to it by a third party entitled to disclose the same; or (d) was in its written records prior to receipt.

11.5 Each Party reserves all rights in its Confidential Information. No rights or obligations in respect of a Party's Confidential Information other than those expressly stated in this Agreement are granted to the other Party, or to be implied from this Agreement.

11.6 We may identify you as a user of Symple, provided that, in doing so, we shall not reveal any of your Confidential Information (without your prior written consent).

11.7 On termination of this Agreement, each Party shall: (a) return to the other Party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other Party's Confidential Information; (b) erase all the other Party's Confidential Information from its computer systems (to the extent possible); and (c) certify in writing to the other Party that it has complied with the requirements of this Clause 11.7, provided that a recipient Party may retain documents and materials containing, reflecting, incorporating or based on the other Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority, or for audit purposes. The provisions of this Clause 11 shall continue to apply to any such documents and materials retained by a recipient Party following termination of this Agreement for any reason.

11.8 The provisions of this Clause 11 shall continue to apply after termination of this Agreement.

12. Limitation of Liability

12.1 Neither Party excludes or limits its liability for: (a) its fraud; or (b) death or personal injury caused by its negligence; or (c) any breach of the obligations implied by Section 2 of the Supply of Goods and Services Act 1982; or (d) any other liability which cannot be excluded or limited by applicable law.

12.2 Subject to Clause 12.1, we shall not have any liability (arising under or in connection with this Agreement, including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise) in respect of any: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill; and/or (g) indirect or consequential loss.

12.3 Subject to Clause 12.1, our total aggregate liability (arising under or in connection with this Agreement, including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise) arising out of or in connection with all claims in aggregate (including warranty claims and losses relating to the breach of warranty) shall be limited to £300,000.

13. Termination

13.1 Each Party may terminate this Agreement with immediate effect at any time on notice to the other Party; you may do this by contacting us by using the contact information listed within Symple.

13.2 Termination of this Agreement shall not affect any Assignment where an Assignment Request has already been posted on Symple (whether or not there is an allocated Assignment Slot and Service Provider for that Assignment), which shall continue to be available, and will be fulfilled by the relevant Service Provider, through Symple.

13.3 Termination of this Agreement shall be without prejudice to any accrued rights or remedies of either Party.

13.4 Termination of this Agreement shall not affect the coming into force, or continuance in force, of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.

13.5 On termination of this Agreement for any reason: (a) you shall cease to have access to Symple; prior to termination you may export from Symple the relevant data relating to your Properties and the Assignments completed in respect of them (including any certificates and/or reports in respect of such Assignments); and (b) you shall pay to us any outstanding amounts due to us as Charges which relate to the period prior to termination, whether invoiced or not and whether the particular Assignment to which the Charges relate has been allocated to, or fulfilled by, a Service Provider.

14. Customer Data

14.1 You shall own all right, title and interest in and to all of the Customer Data and are exclusively responsible for the legality, reliability, integrity, accuracy and quality of the Customer Data.

14.2 For information as to how we use personal data relating to you and/or your Authorised Users, please see our Privacy and Cookies Policy.

14.3 The Parties acknowledge that, for the purposes of Data Protection Laws, you are the Controller and we are the Processor of any Personal Data. The scope, nature and purpose of Processing is as set out below:

14.4 Each Party confirms that it holds, and during the term of this Agreement, will maintain, all registrations and notifications required in terms of the Data Protection Laws which are appropriate to the performance of its obligations under this Clause 14.

14.5 Each Party confirms that, in the performance of this Agreement, it will comply with the Data Protection Laws.

14.6 We will: (a) process Personal Data only on documented instructions from you, unless required to do so by Data Protection Laws or any other applicable law to which we are subject; in such a case, we shall inform you of that legal requirement before Processing, unless that law prohibits us from informing you; (b) ensure that persons authorised to Process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; (c) take all measures required pursuant to Article 32 UK GDPR in respect of security of Processing; (d) taking into account the nature of the Processing, assist you by putting in place appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of your obligation to respond to requests for exercising the Data Subject's rights laid down in Data Protection Laws, to the extent that such requests relate to this Agreement and our obligations under it; (e) assist you in ensuring compliance with your obligations pursuant to Articles 32 to 36 UK GDPR taking into account the nature of Processing and the information available to us; (f) at your option, delete (to the extent practicable) or return all the Personal Data to you after termination of this Agreement or otherwise on your request, and delete existing copies (to the extent practicable) unless applicable law requires the ongoing storage of the Personal Data; (g) make available to you all information necessary to demonstrate compliance with this Clause 14.6 and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you; and (h) inform you immediately if, in our opinion, an instruction from you infringes (or, if acted upon, might cause an infringement of) Data Protection Laws.

14.7 In the event that we engage any new subcontractor for the purposes of Processing during the term of this Agreement, we will inform you in advance of the engagement commencing, together with relevant information relating to that subcontractor and its operations. You may object to that engagement by contacting us, and, as your sole and exclusive remedy for such engagement, terminate this Agreement in accordance with Clause 13.1.

14.8 Each Party will notify the other Party as soon as is reasonably practicable if it becomes aware of a Personal Data Breach relating to either Party's obligations under this Agreement.

14.9 It is your responsibility to ensure that Personal Data is dealt with in a way that is compliant with Article 5(1) UK GDPR.

14.10 You warrant that you have made Keyholders aware that their Personal Data may be Processed by us, and by Service Providers in the performance of an Assignment.

14.11 You acknowledge that, whilst we have asked Service Providers to comply with Data Protection Laws in their use of Symple and their processing of any Personal Data during their use of Symple and the performance of Assignments (including Personal Data of Keyholders), we are not responsible for such compliance, and shall have no liability (subject to Clause 12.1) for any breach by Service Providers of Data Protection Laws.

15. Force Majeure

15.1 Subject to Clause 12.1, neither Party shall have any liability for any breach, hindrance or delay in performance of its obligations under this Agreement which is caused by an Event of Force Majeure, regardless of whether the circumstances in question could have been foreseen. An "Event of Force Majeure" means any cause outside of the Party's reasonable control, including act of God, actions or omissions of third parties (including hackers, suppliers, couriers, governments, quasi-governmental, supra-national or local authorities), insurrection, riot, civil war, civil commotion, war, hostilities, threat of war, warlike operations, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, national emergencies, terrorism, nuclear, chemical or biological contamination or sonic boom, piracy, arrests, restraints or detainments of any competent authority, blockade, strikes or combinations or lock-out of workmen, epidemic, pandemic, government-imposed lockdown or business restrictions, fire, explosion, storm, flood, drought, adverse weather conditions, loss at sea, earthquake, natural disaster, accident, collapse of building structures, failure of plant machinery or machinery or third party computers or third party hardware or vehicles, failure or problems with public utility supplies (including general: electrical, telecoms, water, gas, postal, courier, communications or Internet disruption or failure), shortage of or delay in or inability to obtain supplies, stocks, storage, materials, equipment or transportation.

15.2 Each of the Parties agrees to inform the other upon becoming aware of an Event of Force Majeure, such information to contain details of the circumstances giving rise to the Event of Force Majeure.

15.3 The performance of each Party's obligations shall be suspended during the period that the circumstances persist and such Party shall be granted an extension of time for performance equal to the period of the delay.

15.4 Each Party shall bear its own costs incurred by the Event of Force Majeure.

15.5 If the performance of any obligations is delayed under this Clause 15.1, each Party shall nevertheless accept performance as and when the other shall be able to perform.

15.6 If the Event of Force Majeure continues without a break for more than one month, either Party may terminate this Agreement immediately by notice to the other, in which event neither Party shall have any liability (subject to Clause 12.1) to the other Party by reason of such termination.

15.7 If we have contracted to provide identical or similar services to more than one customer and we are prevented from full meeting our obligations to you due to an Event of Force Majeure, we may decide at our absolute discretion which contracts we will perform and to what extent.

16. Notices

16.1 Any notice given to either Party under or in connection with this Agreement shall be in writing, addressed to the relevant Party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that Party may have specified to the other Party in writing, and shall be delivered personally, sent by pre-paid first class post, recorded delivery, commercial courier or email (to your email address contained in the Registration Form, and to us at support@symple.co.uk).

16.2 A notice shall be deemed to have been received: if delivered personally, when left at the address referred to in Clause 16.1; if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if delivered by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.

16.3 The provisions of this Clause 16 shall not apply to the service of any proceedings or other documents in any legal action.

17. Assignment

You may not assign, transfer, charge or otherwise encumber, create any trust over, or deal in any manner with, this Agreement or any right, benefit or interest under it, nor transfer, novate or sub-contract any of your obligations under it, without our prior written consent (such consent not to be unreasonably withheld or delayed).

18. Severance

18.1 If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.

18.2 If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

19. Waiver

A waiver of any right or remedy under this Agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

20. Third Party Rights

A person who is not a Party shall not have any rights under or in connection with this Agreement.

21. Variation

We may change this Agreement at any time by sending you an email with details of the change or notifying you of a change when you next access Symple. The new terms may be displayed on-screen and you may be required to read and accept them to continue your use of Symple. If you do not agree with the changes, you may terminate this Agreement in accordance with Clause 13.1.

22. No Partnership

Nothing in this Agreement shall constitute a partnership or employment or agency relationship between the Parties.

23. Counterparts

This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

24. Governing Law and Jurisdiction

24.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England.

24.2 The Parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter.