Navigator Terms and Conditions

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Last updated: November 2025

These Terms and Conditions (“Terms”) govern the use of the Navigator software-as-a-service platform provided by Dealer Management Services Ltd (“DMS”, “we”, “us”).

By subscribing to or using Navigator, you (“the Customer”) agree to these Terms.
If you do not agree, please do not use the Service.

1. Definitions

Service – the Navigator software-as-a-service platform and related hosted services.
Subscription Term – the period during which the Customer has access to the Service, commencing on the Go-Live Date.
Go-Live Date – the date on which the Customer first processes any live transaction on the Service.
Users – authorised employees or agents of the Customer who may use the Service.
Data – all electronic data entered or stored by the Customer or its Users.
Fees – the subscription and other charges payable for use of the Service.
Data Protection Legislation – UK GDPR and the Data Protection Act 2018.
Confidential Information – any non-public information shared between the parties.

2. Access and Use

We grant you a non-exclusive, non-transferable right to access and use the Service during your Subscription Term for your internal business purposes.

You must ensure login credentials are kept secure. You may not:

copy, modify or reverse-engineer the Service;
resell or provide access to third parties; or
use the Service for unlawful purposes.

We may make updates and improvements at any time.

2.1 Online Training Materials

DMS provides a library of online training videos, guides and knowledge-base articles to support use of the Service.
These materials are made available free of charge and may be used by the Customer and its Users on a permanent basis, even after termination of the Subscription, provided that:

they are used solely for internal training and reference; and
they are not copied, redistributed or commercialised.

2.2 Hardware Requirements

Where the Customer supplies or manages its own computer hardware, network or devices used to access the Service, the Customer must ensure that such hardware conforms to DMS’s current Hardware Specification Guidelines.
These specifications may be updated by DMS from time to time to reflect evolving technical and performance requirements.
DMS shall not be responsible for performance or connectivity issues arising from hardware that does not meet these specifications.

3. Availability and Support

The Service is normally available Monday–Friday, 09:00–17:00 UK time (excluding public holidays).
Support is provided during the same hours by phone, email or online helpdesk.

We back up customer data daily, retain monthly backups for 12 months, and delete backups 12 months after licence termination.

4. Fees and Payment (Direct Debit Required)

All Fees must be paid by Direct Debit.
Fees are invoiced in advance (monthly unless otherwise stated) and collected automatically under your Direct Debit mandate.
Invoices are due within 14 days of issue. Failed collections may incur an administration charge.
Late payments accrue interest at 4 % above HSBC Bank plc base rate.
DMS may review its Fees annually and increase them by no more than the Retail Price Index (RPI).
Additional consultancy or bespoke services will be charged at the current daily or hourly rate.

4.1 Consultancy, On-site Work and Expenses

Where DMS provides on-site visits, training, data services or other consultancy:

Time will be charged at the prevailing hourly, half-day or full-day rates according to the engagement.
Reasonable travel and subsistence expenses will be charged in addition, in line with DMS’s standard expense policy.
Current rates are available on request and may be updated by DMS from time to time.
Consultancy and expenses will be invoiced separately and are payable under the same payment terms as other Fees.

5. Data Protection and Security

Both parties will comply with all applicable Data Protection Legislation.

The Customer is the controller and DMS is the processor of any personal data processed through the Service.

The Data Processing Agreement (DPA) forms part of these Terms and governs how DMS processes personal data on your behalf. If any conflict arises between these Terms and the DPA, the DPA will prevail.

We maintain appropriate technical and organisational measures to secure your Data and will delete it in line with our retention policy and the DPA.

For details of how DMS collects and uses personal information outside of the Navigator Service – for example through our website or marketing activities – please see our Privacy Policy.

6. Intellectual Property and Confidentiality

All intellectual-property rights in the Service, documentation and related materials remain with DMS.

Each party will keep the other’s Confidential Information secure and use it only to perform this Agreement.
This obligation continues for three years after termination.

7. Warranties

We will provide the Service with reasonable skill and care.
We do not warrant that the Service will be error-free or uninterrupted but will use reasonable efforts to correct any issues promptly.
All other warranties are excluded to the fullest extent permitted by law.

8. Limitation of Liability

Nothing limits or excludes liability for death or personal injury caused by negligence, or for fraud.

In all other cases, DMS’s total liability will not exceed the total Fees paid by the Customer in the 12 months preceding the claim.
DMS is not liable for indirect or consequential loss, including loss of data, profits or goodwill.

9. Term, Suspension and Termination

9.1 This Agreement commences upon signature of the Order Form but the Subscription Term and billing officially start on the Go-Live Date, being the date on which the Customer first processes any live transaction through the Service.

9.2 Either party may terminate with 30 days’ written notice after any minimum term.

9.3 Either party may terminate immediately if the other:

materially breaches these Terms and fails to remedy the breach within 14 days of written notice; or
becomes insolvent, ceases trading or is subject to insolvency proceedings.

9.4 Suspension. DMS may suspend access to the Service for non-payment (including failed Direct Debit collections), material breach or security risk. Access will be restored once the issue is resolved.

9.5 Effect of Termination. Upon termination:

access to the Service will cease;
DMS will handle and delete Data in accordance with clause 5 and the DPA; and
all Fees paid or payable up to the termination date are non-refundable, including any prepaid subscription, consultancy or setup fees.

9.6 Termination does not affect any rights or obligations which have already accrued at the date of termination.

10. General

Force Majeure – Neither party is liable for delays beyond its reasonable control.
Assignment – You may not transfer rights without our written consent.
Notices – Must be in writing and sent to the registered office or notified email address.
Entire Agreement – These Terms, the DPA and your Order Form constitute the full Agreement.
Governing Law – English law applies and disputes are subject to the exclusive jurisdiction of the courts of England and Wales.

10.6 Public Statements and Reviews

Customers must not publish statements or reviews about DMS or its products that are false, misleading or defamatory.
We encourage Customers to raise any concerns directly so we can resolve them promptly.
Nothing in this clause restricts the right to share fair and accurate feedback based on genuine experience.