BIZIMPLY LIMITED – TERMS AND CONDITIONS OF BUSINESS

Effective 20th March 2025

BACKGROUND

1. We own a workforce and operational management application, and make it available to subscribers via our platform on a subscription basis.
2. You want to use the Service to operate your business.
3. Therefore, you have agreed to contract for the Service from us on the terms and conditions set out in these Conditions.

1. Interpretation

   1. The definitions and rules of interpretation in this clause apply in these Conditions:“Authorised Users” an employee or contractor of yours authorised to access and use the Service by you;“Business Day” is a day other than a Saturday, Sunday or public holiday in Ireland when banks in Dublin are open for business. “Data Protection Legislation” the General Data Protection Regulation ((EU) 2016/679) (“GDPR”), the Data Protection Act 2018, and any regulations and secondary legislation, as amended or updated from time to time; and the terms “Controller”, “Processor”, “Data Subject”, “Personal Data” and “processing” when used in this Agreement will have the meanings set out in the DPL; “Conditions” these terms and conditions; “Confidential Information” all documentation, technical information, software, business information, feedback, pricing of the Service, reports issued from the Service, trade secrets or know how or other materials of a confidential nature disclosed by one Party to the other Party in connection with these Conditions and the Service; “Documentation” means the document(s) made available to you by us online via www.bizimply.com/terms or such other web address notified by us to you from time to time, which sets out a description of the Service and the instructions for you to use the Service; “Effective Date” is the date set out on the Order Form; “Excess Storage Fees” are the fees we charge if you exceed normal server storage requirements; “Intellectual Property Rights” are any and all intellectual property rights of any nature, whether registered, unregistered, registerable or otherwise, including patents, utility models, trademarks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, know-how and any other intellectual property rights that subsist in computer software, computer programs, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures and particulars of customers, marketing methods and procedures and advertising literature, including the “look and feel” of any websites, and in each case all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these that may subsist anywhere in the world, in each case for their full term, together with any future rights and renewals or extensions; “Normal Business Hours” 9.00 am to 5.00 pm, each Business Day; “Order Form” the order form to be signed by you to receive the Service; “Party” a party to these Conditions, together with the Parties; “Plan” the plan set out in the order form containing information upon which the Subscription Fees are based, including the number of employees, locations, modules and the like; “Platform” our proprietary platform from which we make the Service available; “Service” the workforce and operational management service provided by us as more particularly described at www.bizimply.com and on the Order Form; “Subscription Fees” the subscription fees payable by you to us for the Service, as set out in the Order Form; “Support Service” the customer support made generally available in relation to our Platform, such as a help desk, email and chat support; “Term” the Initial Term as set out in the Order Form, together with any Renewal Term as defined in clause 12.1; “Virus” anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices; “We, us or our” means BIZIMPLY LIMITED, registered in Ireland with company number 497639; “You” the customer detailed on the Order Form who is the purchaser of the Service from us; and “Your Data” the data inputted by or on behalf of you to utilise the Service.
   2. Clause numbers and paragraph headings will not affect the interpretation of these Conditions.
   3. Unless the context otherwise requires, words in the singular will include the plural and in the plural will include the singular.
   4. A reference to a statute or statutory provision is a reference to it as amended, extended or re- enacted from time to time.
   5. A reference to a statute or statutory provision will include all subordinate legislation made from time to time under that statute or statutory provision.
   6. Any phrase introduced by the words including, includes, in particular or for example, or any similar phrase, will be construed as illustrative and will not limit the generality of the related general words.
   7. References to clauses are to the clauses of these Conditions.
   8. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
   9. If there is an inconsistency between any of the provisions in the main body of these Conditions and the Order Form, the provisions in the main body of these Conditions will prevail.

2. Service

   1. We will, during the Term, provide the Service and make available the Documentation to you on and subject to the terms of these Conditions.
   2. We will use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week. However, from time to time it will be necessary to carry out maintenance, which we will schedule and (unless in an emergency) will use reasonable endeavours to let you know in advance.
   3. We will, as part of the Service, provide you with our Support Service during Normal Business Hours. We may amend the Support Service in our sole and absolute discretion from time to time.
   4. We reserve the right to introduce new or enhanced features and functionalities to the Platform.
   5. If you are experiencing technical issues with our product, we can, with your consent, provide remote support, which gives us full access to your account to troubleshoot and correct any faults.

3. Licence

   1. Subject to you paying the Subscription Fees, and the other terms and conditions of these Conditions, we hereby grant to you a royalty-free, non-exclusive, non-transferable licence, without the right to grant sub-licences, to use and permit the Authorised Users to use the Service and the Documentation during the Term solely for your internal business operations.
   2. In relation to the Authorised Users, you undertake that each Authorised User will keep a secure password for their use of the Service and Documentation, that such password will be changed regularly and that each Authorised User will keep his/her password confidential.
   3. For so long as you are using the Service, you grant us the right to use your company name and logo in our marketing and promotional materials.

4. Intellectual Property Rights

   1. You will own all Intellectual Property Rights in and to all Your Data and will have sole responsibility for the legality, reliability, integrity, accuracy and quality thereof.
   2. You acknowledge and agree that we and/or our licensors own all Intellectual Property Rights in the Service, Platform and Documentation. Except as expressly stated herein, these Conditions do not grant you any rights to use, amend, alter, distribute or otherwise deal with any of ourIntellectual Property Rights, or any other rights or licences in respect of the Service, Platform or the Documentation.
   3. To the extent that any modifications or improvements to the Service, Platform or Documentation are carried out under or in connection with these Conditions, whether by us alone or jointly with you, all Intellectual Property Rights to such underlying ideas, and in any resulting improvement or modifications, will be assigned to us and will vest with and be solely owned by us.

5. Your Obligations

   1. You will:
      1. comply with all applicable laws and regulations, including the Data Protection Legislation, with respect to your use of the Service;
      2. ensure that the Service is used in accordance with these Conditions, and indemnify us against any loss or damage incurred as a result of your default or that of your contractors or agents;
      3. be solely responsible for any problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by traversing the internet; and
      4. obtain and maintain all necessary licences, consents, and permissions necessary for you and your contractors and agents to perform your obligations under these Conditions.
   2. You will not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Service that:
      1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
      2. facilitates illegal activity;
      3. depicts sexually explicit images;
      4. promotes unlawful violence;
      5. is discriminatory based on race, gender, ethnic background, religious belief, sexual orientation, disability, or
      6. is otherwise illegal or causes damage or injury to any person or property;and we reserve the right, without liability or prejudice to our other rights to you, to disable your access to our Service as a result of the use of any material that breaches the provisions of this clause.
   3. You will not (and will not knowingly permit any third party):
      1. except as may be allowed by any applicable law which is incapable of exclusion by Conditions between the parties and except to the extent expressly permitted under these Conditions attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any element of the Service, portion of the Platform and/or Documentation (as applicable) in any form or media or by any means;
      2. attempt to decompile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform;
      3. access all or any part of the Service and Documentation in order to build a product or service which competes with the Service and/or the Documentation;
      4. use the Service and/or Documentation to provide services to third parties; license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service and/or Documentation available to any third party except as contemplated by these Conditions; or
      5. attempt to obtain, or assist third parties in obtaining, access to the Service and/or Documentation, other than as provided for in these Conditions.
   4. You will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and/or the Documentation and, in the event of becoming aware of any such unauthorised access or use, immediately notify us by email at [email protected].

6. Your Data

   1. We will follow our archiving procedures for Your Data in accordance with our backup policy, as such may be amended by us in our sole discretion from time to time. We currently back up our master production database once every 24 hours, and backups are retained for 35 days.
   2. In the event of any loss or damage to Your Data, your sole and exclusive remedy will be for us to use reasonable commercial endeavours to restore the lost or damaged Your Data from the latest back-up of such Your Data maintained by us in accordance with the archiving procedure described in our back-up policy.
   3. We will not be responsible for any loss, destruction, alteration or disclosure of Your Data caused by any third party (except those third parties sub-contracted by us to perform services related to Your Data maintenance and back-up).

7. Data Protection

   1. We process your Personal Data in accordance with our Privacy Policy (as available on our website [LINK]).
   2. We process your customers’ Personal Data in accordance with the Data Processing Addendum attached hereto.
   3. For the purposes of the Data Protection Legislation, you are the Controller of Personal Data, and we are the Processor

8. Subscription Fees And Payment

   1. Subscription Fees are based on the Plan selected by you on the Order Form. If you wish to increase your employee bracket or upgrade to a new Plan, we will amend your access to the Service and future invoices accordingly. Increases to the employee bracket will, in any event, incur additional Subscription Fees from the date of such increase.
   2. Notwithstanding any change to the circumstances upon which our quote was based, if your Bizimply Plan falls below that set out in the Order Form, you will continue to be charged duringthe remainder of the Term at the rate set out in the Order Form, notwithstanding any such reduction in employees.
   3. We will invoice you, and you will pay the Subscription Fees in accordance with your Order Form during the Term.
   4. All amounts and fees stated or referred to in these Conditions are:
      1. payable in the currency set out in the Order Form;
      2. non-cancellable or refundable; and
      3. exclusive of value-added or other sales taxes, which will be added to our invoices at the appropriate rate required by law.
   5. We do not warrant that your use of the Service will be uninterrupted or error-free.
   6. If we have not received payment within seven days after the date of invoice, and without prejudice to any other rights and remedies of ours, we will be entitled to disable your passwords and access to all or part of the Service and we will be under no obligation to provide any or all of the Service while the invoice(s) concerned remain unpaid; and/or
   7. To ensure the provision of a quality of service to all our customers, you agree to abide by any fair use policy which we may apply.
   8. We may increase the Subscription Fee at any time by giving you 30 days’ notice by email. If you do not agree to the increase, you may terminate these Conditions prior to such increase coming into effect.

9. Confidentiality

   1. Each Party acknowledges that in the course of performing its duties under these Conditions, it may receive Confidential Information from the other Party. The Party receiving the Confidential Information is the “Receiving Party” and the Party disclosing the Confidential Information will be the “Disclosing Party”.
   2. During the Term and thereafter, the Receiving Party will treat all Confidential Information of the Disclosing Party as secret, confidential, and proprietary, and will not disclose or use the same without the prior written consent of the Disclosing Party.
   3. The Confidential Information referred to in Clause 9.2 may be disclosed to the Receiving Party’s employees and contractors on a need-to-know basis for the purpose of performing its obligations under these Conditions, or as required by law.
   4. The Receiving Party will implement such procedures as it considers reasonably necessary to prevent the intentional or negligent disclosure to any third party of any Confidential Information.
   5. Notwithstanding the foregoing, nothing in these Conditions will prevent the disclosure by the Receiving Party or its employees of information that:
      1. prior to its disclosure to the Receiving Party, was of general public knowledge;
      2. becomes, subsequent to its disclosure to the Receiving Party, a matter of general public knowledge other than as a consequence of a breach by the Receiving Party of any obligation under these Conditions;
      3. is made public by the Disclosing Party; or
      4. is received in good faith from a third party having the right to disclose it, who, to the Receiving Party’s knowledge, did not obtain such information from the Disclosing Party and who imposes no obligation of secrecy on the Receiving Party with respect to such information.
   6. No announcements or press releases concerning the subject matter of these Conditions will be made by either Party without the prior written consent of the other Party.

10. Warranties And Disclaimers

    1. You warrant that any of Your Data inputted to the Platform is:
       1. owned by you or are provided with the express consent from the third party holding any Intellectual Property Rights over such material, or, alternatively, are in the public domain, and are not owned by any third party or otherwise covered by Intellectual Property Rights; and
       2. do not breach the rights of any person or entity, including rights of publicity, privacy, or under applicable Data Protection Legislation and are not defamatory.
    2. You are solely responsible for determining whether the Service is suitable for your use. You assume sole responsibility for results obtained from the use of the Service and the Documentation by you, and for conclusions drawn from such use. We will have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Service, or any actions taken by us at your direction.
    3. The Service and Documentation are provided by us “As Is”.
    4. We do not warrant that your use of the Service will be uninterrupted or error-free.
    5. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Conditions.

11. Limitation Of Liability

    1. Nothing contained in this clause 11 will limit:Either Party’s liability for death or personal injury resulting from that Party’s negligence;Either Party’s liability for fraud.
    2. Subject to clause 11.1, we will not be liable in contract, tort (including negligence) or for breach of statutory duty or in any other way for:
       1. any economic losses (including loss of revenues, profits, contracts, business or anticipated savings);
       2. any loss of goodwill or reputation; or
       3. any special or indirect or consequential losses in any case, whether or not such losses were within the contemplation of the Parties at the date of these Conditions, or were suffered or incurred by you arising out of or in connection with these Conditions.
    3. Subject to clause 11.1, our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of these Conditions will be limited in any 12 month period (the first of which will commence on the Effective Date and subsequently on each anniversary thereof) to the Subscription Fees paid or payable by you during such 12 month period.

12. Term And Termination

    1. These Conditions will take effect on the Effective Date and continue for the Initial Term (as set out in the Order Form), and will thereafter automatically be renewed for successive equivalent periods of the Term (a Renewal Term), unless terminated earlier in accordance with its provisions. If you do not wish the Agreement to enter a Renewal Term, you must provide us with 30 days’ notice prior to the end of the Initial Term, or any subsequent Renewal Term (Notice Period).
    2. Any changes we intend to make for a Renewal Term will be notified to you prior to the commencement of the Notice Period.
    3. We may immediately terminate these Conditions at any time in the event that:
       1. You commit a material breach of these Conditions which is not capable of remedy;
       2. you commit a material breach of these Conditions and (if such breach is capable of remedy) fail to remedy that breach within a period of 30 days after being notified in writing to do so;
       3. you cease to do business, become unable to pay your debts as they fall due within the meaning of Section 570 of the Companies Act 2014, become or are deemed insolvent, have a receiver, manager, examiner, or similar officer appointed in respect of the whole or any part of your assets or business, make any composition or arrangement with your creditors, take or suffer any similar action in consequence of debt, or an order or resolution is made for your dissolution or liquidation (other than for the purpose of solvent amalgamation or reconstruction to which the non- terminating party has previously agreed in writing), enter into liquidation (whether compulsory or voluntary), or suffer or undergo any analogous process to the above in any jurisdiction.
    4. You may terminate these Conditions at any time by emailing us at [email protected] and instructing us to cancel your subscription. No refunds are payable upon such a cancellation, and all outstanding Subscription Fees for the remainder of the Term will immediately become due and payable in accordance with the terms of clause 8.
    5. We may terminate these Conditions on any anniversary of the Effective Date by giving you notice notless than 30 days’ written notice by email in advance.
    6. Termination of these Conditions will not affect any of the Parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of these Conditions which existed at or before the date of termination.
    7. The following clauses will survive any termination of these Conditions: 4, 6, 7, 9, 10, 11, 12.6, 14,17 and 18.

13. Force Majeure

    1. Neither Party will have any liability to the other Party under these Conditions if it is prevented from, or delayed in, performing its obligations (excluding any obligation to make a payment) under these Conditions, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (excluding any industrial disputes involving its own workforce), act of God, war, riot, terrorism civil commotion, compliance with any law or regulation, fire, flood or storm (each a Force Majeure Event), provided that:
       1. The affected Party is notified of such an event and its expected duration; and
       2. The delayed Party uses all reasonable endeavours to mitigate, overcome or minimise the effects of the Force Majeure Event concerned;If the period of delay or non-performance continues for 30 days or more, the affected Party mayterminate these Conditions by giving 10 Business Days’ written notice to the delayed Party.

14. Notices

    1. Normal communications between the Parties regarding commercial matters will be conducted by email.
    2. Any notice given to a Party under these terms will be provided by email and will be sent to the following addresses (or an address substituted in writing by the party to be served):Us: [email protected];You : the email address provided with the Order Form
    3. Any notice sent by email will be deemed to have been received at the time of transmission, or, if this time falls outside Normal Business Hours in the place of receipt, when Normal Business Hours resume.
    4. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

15. General

    1. We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Conditions.
    2. You will not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of your rights and obligations under these Conditions without our prior written consent.
    3. Nothing in these Conditions will be construed to give any Party the power to direct or control the daily activities of another Party, or to constitute the Parties as principal and agent, employer and employee, franchiser and franchisee, partners, joint venturers, co-owners or otherwise as participants in a joint undertaking or authorise either party to make or enter into any commitments for or on behalf of the other party.
    4. The remedies of the Parties under these Conditions are cumulative and will not exclude any other remedies to which the Party may be lawfully entitled. A delay or failure to exercise, or the singleOr partial exercise of any right or remedy will not waive that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy.
    5. Each Party hereby covenants and agrees that it will execute and deliver such deeds and other documents as may be required to implement any of the provisions of these Conditions.
    6. The failure of any Party to insist on strict performance of a covenant hereunder or of any obligation hereunder will not be a waiver of such Party’s right to demand strict compliance therewith in the future.
    7. These Conditions may be executed in multiple copies, each of which will for all purposes constitute one set of Conditions, binding on the Parties, and each Party hereby covenants and agrees to execute all duplicates or replacement counterparts of these Conditions as may be required.
    8. In the event any provision, clause, sentence, phrase, or word hereof, or the application thereof in any circumstances, is held to be invalid or unenforceable, such invalidity or unenforceability will not affect the validity or enforceability of the remainder hereof, or of the application of any such provision, sentence, clause, phrase, or word in any other circumstances.

16. Export Control

    Neither Party will export, directly or indirectly, any technical data acquired from the other Party under these Conditions (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations (Export Control Laws), including United States, United Kingdom and EU export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.

17. Entire Agreement

    1. These Conditions constitute the entire agreement between the Parties in connection with the Service and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and Conditions between them relating to its subject matter.
    2. Each Party acknowledges that in entering into these Conditions it does not rely on, and will have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Conditions.
    3. Nothing in this clause will limit or exclude any liability for fraud.
    4. We may vary these Conditions from time to time and will give you at least 30 days’ notice of anysuch variation or amendment.

18. Law And Jurisdiction

    1. These Conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the laws of Ireland.
    2. Each Party irrevocably agrees that the courts of Ireland will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Conditions or its subject matter or formation (including non-contractual disputes or claims).

Addendum Data Processing

1. Processing

   1. The Parties acknowledge that for the purposes of the Data Protection Legislation, you are the Controller and we are the Processor. The Annex sets out the subject-matter, scope, nature and purpose of processing by us, the duration of the processing and the types of Personal Data and categories of Data Subject.
   2. Without prejudice to the generality of paragraph 1.1, we will, in relation to any Personal Data processed in connection with the performance by us of our obligations under the Agreement:
      1. process that Personal Data for the purposes of providing the Service, only in accordance with your written instructions (unless required by law to act without such instructions);
      2. if we are required by the laws of any member state of the European Union or by the laws of the European Union applicable to us (“Applicable Laws”) to process such Personal Data for other purposes, we will promptly notify you of such other purposes before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you;
      3. subject to paragraph 2.1, not disclose any Personal Data to any third party without your prior written consent;
      4. ensure that we have in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction or disclosure of, or damage or alteration to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction, disclosure, alteration or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of our systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly testing, assessing and evaluating the effectiveness of the technical and organisational measures adopted by us);
      5. ensure that all of our personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
      6. not transfer any Personal Data outside of the European Economic Area or the UK (as the case may be) unless we have provided you with an opportunity to object to such transfer within 10 Business Days after we give you full details in writing regarding such transfer and the following conditions are fulfilled:
         1. You or we have provided appropriate safeguards in relation to the transfer;
         2. The Data Subject has enforceable rights and effective legal remedies;
         3. We comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
         4. We comply with reasonable instructions notified to us in advance by you with respect to the processing of the Personal Data;
      7. assist you in responding to any request from a Data Subject and in ensuring your compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      8. notify you without undue delay in writing on becoming aware of a Personal Data breach (meaning any unauthorised loss, corruption, damage, destruction, alteration, disclosure or access to any Personal Data; (ii) any unauthorised or unlawful Processing of Personal Data; or (iii) any breach of Data Protection Laws);
      9. at your written direction, promptly delete or return Personal Data and copies thereof to you on termination or expiry of the Conditions, unless required by Applicable Laws to store copies of the Personal Data; and
      10. maintain complete and accurate records and information to demonstrate our compliance with paragraph 1 (including but not limited to contractual arrangements for the transfer of Personal Data outside the EEA) and allow for audits by you or your designated auditor;
      11. comply with all your reasonable requests resulting from any such audit described in paragraph 1.2.10; and
      12. Immediately inform you if, in our opinion, your instructions would breach the laws of any member state of the European Union or the laws of the European Union.

2. Appointment of Sub-Processors

   1. You authorise us to have the Personal Data Processed by any of our affiliates and by any agents and contractors for the purpose of providing the Services (a “Sub-Processor”). We will maintain a list of Sub-Processors used (if any), which will be available on request and will include details of the current appointed Sub-Processors and any intended changes to the addition or replacement of other Sub-Processors.
   2. We enter into a data processing agreement with each Sub-Processor, which:
      1. places the same data protection obligations on the Sub-Processor as we have in this Agreement (in particular, providing sufficient guarantees to implement Appropriate Technical and Organisational Measures in such a manner that the Processing will meet the requirements of Data Protection Laws); and
      2. terminates automatically on termination of this Agreement for any reason or on expiry of the Term.
   3. With respect to each approved Sub-Processor, we will, before the Sub-Processor first Processes your Personal Data, carry out adequate due diligence to ensure that the Sub-Processor is capable of providing the level of protection required by this Agreement.
   4. We will remain fully liable to you in respect of any failure by the Sub-Processor to fulfil its data protection obligations in this regard.

Annex

Nature and Scope of Processing

Personal Data Type	Names and contact details of your employees
Purpose of Processing	To hold your Personal Data for the purpose of the provision by you of the rota and attendance details
Duration of Processing	Term

Sub-Processors for Communication

Category	Name of Sub- processor	Services Performed	Purpose of Processing
Customer Management	Hubspot	Manage our customers and prospects	Capture marketing leads, store contact information, and store communications
Customer Communication	Intercom	Process usage data and provide live support for our users	Chat with customers to provide support for the use of the Bizimply application
Customer Communication	Google Workspace/Gmail	Communications	Communicate internally and externally with customers, sales prospects & external parties
Customer Communication	Zoom	Communication	Communicate with customers via video call

Sub-Processors for Bizimply Application

Category	Name of Sub- processor	Services Performed	Purpose of Processing
Hosting Services	Amazon Web Services (AWS)	Infrastructure	Host Bizimply application and database

Customer Communication	SendGrid	Application emails	Send emails generated within the Bizimply application
Monitoring	DataDog	Application monitoring	Error monitoring and performance monitoring
Customer Communication	SendBird	User communication	Internal messaging tool for customers and their users
Security	Microsoft Sentinel	Security information and Incident management	Monitors the application for security events or incidents
e-Signature	Dropbox Sign	Electronic signatures	Sign and store important documents

Sub-Processors for Data Usage

Category	Name of Sub- processor	Services Performed	Purpose of Processing
Product Management	Atlassian	Project Management	Plan and manage tasks for the development of the application
Monitoring	Zapier	Application integration	Used to move data between HubSpot and Intercom
Product Management	Notion.so	Project Management	Document feedback and notes from customer conversations about the application
Monitoring	Google Data Studio	Data reporting	A visualisation tool used to generate reports
Customer Marketing	RocketReach	Customer Marketing	Contact and communication with potential customers

Customer Marketing	Romax	Customer Marketing/Sales	Direct mail to potential customers
Customer Intelligence	Gong	Revenue Intelligence platform	Records and transcribes conversations with customers to aid in sales and support
Customer Billing	Xero	Accounting software	Manage customer billing
Customer Billing	ChargeBee	Billing automation	Manage customer quotes and billing
Customer Billing	GoCardless	Payment software	Used for collecting direct debit payments
Hosting Services	RedShift	Data warehouse	Analyse prospective customers and sales pipeline