Client terms and conditions

Without limiting any of the terms and conditions below, we would like to draw your specific attention to the following clauses:

1. Clause 2.1 and clause 2.3: this sets out the term of our Contract and your minimum commitment including the automatic renewal after the end of the Initial Term.
2. Clause 2.5: this sets out what steps you MUST take on termination (for any reason) of the Contract with us.
3. Clause 7.2: this sets out the restricted licence that we are granting to you and how you are allowed to use the Service Outputs (as defined below) including confirmation that your licence to use any of the Service Outputs will terminate on you or us ending this Contract (for any reason).
4. Clause 10: Our limitation of liability to you.
5. Clause 13: Your rights and obligations in respect of any Free Trial Period we agree to.
6. Clause 19.9: Sets out our rights in respect of protecting our reputation.
7. Clause 20: CONSUMERS ONLY: your additional rights as a consumer.

These terms and conditions set out the basis upon which Nimbus Property Systems Limited (company number 08133761), a company registered in England and Wales with registered office at Innovation Centre, Warwick Technology Park, Gallows Hill, Warwick, CV34 6UW and trading as Nimbus Maps (we, our or us) agree to provide certain Services (as defined below) to you (the Client, you, your).

These Terms are split into three parts. Part 1 (General Terms) sets out the general terms that applies to all our products and services, Part 2 (Product Specific Terms) is split into sections and includes various additional terms and conditions that apply to the specific product or services that you purchase, and Part 3 (Forms) includes the form(s) we provide for terminations, etc (Forms). For ease, clicking on the list below will take you directly to each part/section.:

Part 1: General Terms

A. The General Terms.

Part 2: Product Specific Terms

B. The Subscription Services;

C. Data Services;

D. Professional Services (namely, training and workshops)

E. API Services;

F. Support Services.

Part 3: Forms

A. Exit Form.

(together, the Terms).

If there is a conflict with the Order Form, Heads of Terms or these Terms then the order of precedence (to the extent of the conflict shall be (i) Order Form, followed by (ii) Heads of Terms, followed by (iii) these Terms.

By using our services and purchasing our products, you agree to be bound by these Terms. PLEASE READ THESE TERMS CAREFULLY. YOU MUST NOT PROCEED TO USE OUR SERVICES UNLESS YOU AGREE TO THEM.

1. Definitions

1.1 The following definitions are used in our Terms.

Applicable Laws: all applicable laws, statutes, and regulations in force from time to time.

Authorised Users: any employees, workers or staff who are authorised by you to use the Services. All Authorised Users must also comply with these Terms to use our Services.

Confidential Information: any information relating to the business, affairs, or clients of either you or us, or the provision of Services, including but not limited to the Services Output.

Client Data: the data inputted by you, Authorised Users, or us on your behalf for the purpose of using or facilitating use of the Services.

Contract: these Terms including the Product Specific Terms (as relevant).

Exit Form: the form to be completed by you pursuant to clause 2.5 below if you or we terminate the Contract (for whatever reason).

Fees: the fees payable for the Services as outlined in your Order Form.

Free Trial Period: the period of time, if any, during which the Services may be offered (at our discretion) at no cost for the sole purpose of evaluating the Site with a view to purchasing our Services, as based on the Terms specified at the time or as otherwise agreed by the parties in writing.

Heads of Terms: means, the description of work to be delivered, including the timetable for performance, details of the scope, output and deliverables, any agreed service levels, exclusions, charges and payment terms relating to the Services to be provided as set out in the Order Form.

Initial Term: the initial period of time you agree to use our Services as set out in the Order Form for the Services you have selected.

Intellectual Property Rights (IPR): all patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, including algorithms, screens, interfaces, functionalities, computer code, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Nimbus IPR: all IPR subsisting in or relating to the Services and in our Software, including any modifications, improvements, and anything else that may be developed or created by us from time to time, including anything created during the provision of the Services.

Order Form: the Nimbus Maps approved form, online or email order confirmation process which includes details about any subscription term (where applicable), billing period, products and services purchased and your Fees.

Paused Period: means as defined in clause 4.5.

Privacy Policy: This policy sets out the specific ways we collect, use, store, transfer, secure and disclose that information and inform you of what your rights are and how the law protects you.

Product Specific Terms: means the additional product and services terms that apply to your use of our Services and are set out in Part 2 (Product Specific Terms) below. These terms form part of the Terms.

Service/s: means the products and services that we make available to be purchased, including but not limited to all of our web-based applications, tools and platforms that are developed, operated and maintained by us that we may provide to you.

Service Output: any output or deliverables of the Services to be provided by us to you, including any reports, summaries, data or information acquired by you through the use of our Site or otherwise provided by us to you in connection with our Services, including, but not limited to, data and information which is exported, extracted, downloaded, read, or screenshotted.

Site: Nimbus Maps operated by us at https://app.nimbusmaps.co.uk.

Software: the online software applications provided by us as part of the Services more particularly described on our Site.

Start Date: the start date of your use of our Services as set out in the Order Form.

VAT: value added tax or any other applicable sales taxes.

1.2 When we refer to you or your, we are referring to both you, and any entity or firm you represent each as identified in the applicable account record, billing statement, online subscription process or Order Form as the client purchasing our Services. You must be 18 years of age or older to use our Services.

1.3 We do not give business clients all the same rights as consumers. For example, business clients can’t cancel their orders for our Services, they have different rights where there is a problem with a product, and we don't compensate them in the same way for losses caused by us or our Services. Where a term applies just to business clients, this is clearly stated. You are a business client if you are buying products wholly or mainly for use in connection with your trade, business, craft, or profession, even if you are an individual. Where you are a consumer, the terms which apply just to consumers are clearly stated in section 19 below.

2. Term

2.1 Our Contract with you commences on the Start Date and, subject to earlier termination in accordance with the applicable Terms, continues for the Initial Term. The Contract will automatically continue following the end of the Initial Term until you give us no less than 30 days notice to cancel. Notice must be given by completing the form located here. For the avoidance of doubt, you will be charged until the actual Contract terminates. Please note that in the event that the Contract continues beyond the Initial Term then the pricing will increase in accordance with clause 6.5 below.

2.2 Without affecting any other right or remedy available to us, we may end the Contract with immediate effect by giving written notice to you if: (a) you commit a breach of any term of the Terms and you do not remedy that breach within a period of 10 days after being notified to do so or you breach any of term of the Terms and the breach cannot be remedied; (b) you or your business become insolvent or bankrupt, your business goes into liquidation or has a receiver or manager appointed over any of its assets, you become insolvent or make any arrangement with your creditors, or becomes subject to any similar insolvency event in any jurisdiction; or (c) you fail to pay any amount due under the Contract within 7 days of the due date for payment.

2.3 You may choose to cancel your Contract with us early at your convenience on giving no less than 30 days notice BUT you will not be entitled to any refunds of Fees paid by you and you will promptly pay all unpaid Fees due for the balance of the Initial Term and any additional period of notice. Where you are a consumer, please see section 19 below for your additional rights to cancel the Contract.

2.4 In the event your Contract expires, terminates or you choose not to continue using our Services, we may, at our discretion, delete any information or Client Data you have provided, and you agree that:

1. you and your Authorised Users no longer have the right to use the Services and any Services Output. The licence granted to you under clause 7.2 shall immediately terminate;
2. you must delete and ensure that every Authorised User deletes any and all Services Output that has been obtained from us through whatever means; and
3. you will provide to us, within 10 working days of the termination or expiry of your Contract, the completed Exit Form signed by you (or an authorised member of your business if you are a business client) confirming that the matters in this clause 2.5 have been complied with. A copy of the standard notice is set out in Part 3 below. PLEASE NOTE THAT NOTWITHSTANDING ANY FAILURE BY YOU TO SIGN AND RETURN THE EXIT FORM TO US – YOUR ACCEPTANCE OF THESE TERMS WILL BE DEEMED AS CONFIRMATION BY YOU OF YOUR ACCEPTANCE OF THE TERMS SET OUT IN THE EXIT FORM.

2.5 Should you wish to continue to use any Services Output following the end of your Contract, we may charge you for the right to continue to do so. Please contact us at success@nimbusproperty.co.uk to discuss the costs that would be applicable.

2.6 Please note that we reserve the right to remove your data from our systems on termination (for whatever reason). In the event that you decide to return to us then this will be considered as a new order. We do NOT guarantee that your previous data will be available for your use.

3. Our Responsibilities

3.1 Where you are a business client, we warrant that the Services will be:

1. provided substantially in accordance with their description set out in the Order Form or Heads of Terms (as applicable) in all material respects;
2. fit for any purpose expressly held out by us but we do not warrant that the Services will meet your requirements; and
3. provided with reasonable care and skill and in accordance with good practice in our industry, profession or trade.

3.2 Any timescales or deadlines provided in relation to the Services are estimates only and time is not of the essence in relation to the provision of such Services.

4. Services

4.1 Any descriptions or illustrations on our Site are published for the sole purpose of giving an approximate idea of the services described in them and are not intended to provide any form of advice to you. They will not form part of the Contract or have any contractual force.

4.2 We can amend or remove any Services or the Terms or suspend the supply of the Services to:

1. deal with technical problems or make minor technical changes;
2. update the Services to reflect changes in relevant laws and regulatory requirements; or
3. make necessary changes to the Services.

4.3 We may modify the Services from time to time, including by adding or deleting features and functions, in an effort to improve your experience.

4.4 We can stop providing a product, such as an ongoing service or a subscription-based Service. We let you know in advance and we refund any sums you've paid in advance for products which won't be provided.

4.5 We may, in certain exceptional circumstances consider agreeing (at our sole discretion) to pause the Services for up to a maximum of 3 consecutive months (Paused Period). In the event that we agree to pause the Services, we will not invoice you during the Paused Period. The term (including if relevant, the Initial Term) of your Contract with us will be extended by the length of the Paused Period.

4.6 Land Registry Documents:

a. Where you request copies of title registers or title plans for registered properties as part of any of our Services, these documents are ordered by us from, and paid for by us to, the Land Registry (Land Registry Documents).

b. Land Registry Documents will be available to digitally download as soon as payment has been made by us and should you change your mind after you have requested such document, you will not be entitled to return the document or to any refund for the costs of Land Registry Documents.

c. Land Registry Documents are subject to Crown copyright protection and are published under the Open Government Licence. The documents that we provide are official copies as held at the Land Registry. We are not responsible for any errors, omissions or low quality imaging within the documentation which is provided “as is”. We shall not be liable to you for any loss or damage, direct, indirect or consequential, arising from your use of or interpretation of or reliance on the documents we provide or their contents.

5. Your Obligations

5.1 You agree to co-operate with us in all matters relating to the Services (including Service Outputs), including providing necessary instructions, research criteria and support to enable us to carry out our obligations under the Contract (including where relevant, the Heads of Terms), and provide to us in a timely manner all documents, information, items and materials in any form (whether owned by you or a third party) reasonably required by us in connection with the Services and ensure that they are accurate and complete in all material respects. In order to use our Services, you will need to sign up for a user account (User Account) by providing all required information. If you would like to invite Authorised Users from your organisation to use the Services, you will need to sign up for user accounts by providing your corporate contact information. You are responsible for all Authorised User’s activity and use of our Services (including Service Outputs). If an Authorised User ceases to be an employee, worker or staff member of your organisation, you must ensure that they are no longer able to, and do not, access the Site and/or any Services and/or Services Output. For any changes to Authorised Users, please email requests to: success@nimbusproperty.co.uk.

5.2 You agree (and will ensure that your Authorised Users agree) to:

a. provide true, accurate, current and complete information about yourself and your business as prompted by the sign up process for a User Account or otherwise required in order to supply the Services;

1. maintain and promptly update the information provided during the sign up process for a User Account to keep it true, accurate, current, and complete; and
2. protect your username and password from getting stolen or misused.

5.3 If you (including any Authorised User( provide any information that is untrue, inaccurate, outdated, or incomplete, or if we have reasonable grounds to believe that such information is untrue, inaccurate, outdated, or incomplete, or our performance of our obligations under the Contract is prevented or delayed by any act or omission by you, then we may suspend or terminate your or any Authorised Users, User Account and refuse current or future use of any or all of the Services or our Site.

5.4 You (including any Authorised User) must not access, store or distribute any viruses, Trojan horses, worms or any other thing which may impair or adversely affect the operation of the Services, our Site or our Software, or any material that is unlawful, defamatory, obscene, threatening, racist; facilitates illegal activity; depicts sexually explicit images; is discriminatory; or is otherwise illegal or may cause damage or injury to any person or property. We may suspend or disable your access in the event of any breach of this clause.

5.5 You (including any Authorised User) shall not (unless otherwise allowed by law or the Contract) attempt to copy, modify, duplicate, download, transmit or distribute any or part of the Site or the Software; attempt to reverse engineer, disassemble, or otherwise reduce to human-readable form any part of the Software; use the Services to provide services to a third party; or licence, sell, or commercially exploit the Services to any third party.

6. Fees and Payment

6.1 Your use of our Services requires you to pay a Fee based on the pricing set out in your Order Form. Your use of our Services shall continue for the period covered by the Fee paid or payable.

6.2 If you are paying by:

a. credit card or debit card, you must provide us at the start of and for the duration of your Contract with valid, up to date and correct credit card or debit card details and you authorise us to charge your credit card for all amounts payable for the Services. You further authorise us to use a third party to process such payments and agree to the disclosure of your payment details to any such third party;

b. direct debit mandate, you must provide us at the start and for the duration of our Contract with you with valid, up to date, and correct direct debit mandate details and you authorise us to charge your bank account for all amounts payable for the Services. You further authorise us to use a third party to process such payments and agree to the disclosure of your payment details to any such third party;

c. invoice or remittance, we will invoice or bill you no more than 30 days before the Start Date unless otherwise specified on your Order Form.

6.3 Additional details of the Fees, invoicing and payment terms that apply are set out in our Product Specific Terms for the Services you have chosen.

6.4 We may update or amend the pricing for our Services from time to time. As with any other changes to the Terms, changes to our pricing will not apply retrospectively and, if we make any changes, we will try to notify you of such changes including by notice on our Site or sent to you by email. From time to time, we may change the price of any Service or charge for use of Services that are currently available free of charge.

6.5 Unless you have entered into a further annual contract with us, in the event that this Contract continues beyond the Initial Term then the Fees until the Contract terminates will be increased to reflect our then-current pricing for our Services for any successive renewal period.

6.6 Promotional pricing and free trials cannot be combined with other offers. Any promotional offers are available for a limited time only.

6.7 In order to continue accessing our Services, you need to make timely payments of the Fees for the Services you have selected as set out in your Order Form. To avoid delayed or missed payments, please make sure we have accurate payment information. If we don’t receive timely payments, we may suspend access to our Services or our Site until the payment is made.

6.8 If you fail to pay us any amount due, we may, charge interest at a rate equal to 3% above the base rate of Barclays Bank plc and suspend or disable your access to all or part of the Services until payment has been made in full.

6.9 You must keep your payment and billing information up to date for the payment of incurred and recurring fees, including your tax information.

6.10 If you fail to make payment in cleared funds by the due date then, without limiting our other rights, any unpaid amounts will become due immediately and will be charged in full, and no amounts already paid relating to the Services will be refundable. In addition, if any payment is late for more than 28 days FROM the invoice date (for whatever reason and including without limit late payment for single document charges), we will charge an additional administration charge of £40 plus VAT.

6.11 For any renewal period, you authorise us to charge the Fee using the same payment method last used by you. Any amounts invoiced to a User Account must be paid no later than the payment date set out in the Order Form or otherwise as agreed with you in writing.

6.12 All sums payable are exclusive of VAT. If the rate of VAT changes between the date of the Order Form and the date we supply the Services to you, we adjust the rate of VAT that you pay, unless you have already paid in full before the change in the rate of VAT takes effect.

6.13 If you are a business client, all amounts due under the Contract (from you to us or from us to you) shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7. Intellectual Property Rights

7.1 We, or our licensors, shall retain ownership of all IPR in the Services Output (including in any copies containing such Services Output), Site, Services, our Software and all other Nimbus IPR.

7.2 We grant to you a limited licence to view, download, export and print pages from our Site and the Services Output for your own personal use or internal business purposes only (for as long as you continue to pay the Fees for the Services), until your Contract is terminated, your access is revoked or this licence is revoked. In the event of termination of this Contract (for whatever reason) then the provisions of clause 2.5 shall apply.

7.3 We are and shall remain the sole owner or licensee of and have the exclusive right to exploit, use, reproduce, modify, or adapt any and all parts of the Services Output, Site, Services and Software. You agree that other than to the extent of the rights provided in the Contract, you will not acquire and irrevocably and unconditionally disclaim any right, title, interest or licence in any Nimbus IPR.

7.4 You agree (and will ensure that your Authorised Users agree not to) not to:

1. display or use, in any manner, any Nimbus IPR without our prior written consent;
2. republish material from our Site, Services Output, Services or Software (including republication on another website or application);
3. sell, rent or sub-license material from our Site, Services Output, Services or Software;
4. show any material from the Site, Services Output, Services or Software in public;
5. reproduce, duplicate, copy or otherwise exploit material from our Site, Services Output, Services or Software for a commercial purpose;
6. edit or otherwise modify any material on or from our Site, Services Output, Services or Software;
7. redistribute material from our Site, Services Output, Services or Software; or
8. conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our Site, Services Output, Services or Software;
9. use, copy, store or modify the Service Outputs after termination of the Contract.
   
   

7.5 You warrant that you own and have the right to share all Client Data with us, and that the use of Client Data in providing the Services under the Contract does not infringe the rights of third parties. You shall retain ownership of all Client Data and grant us a fully paid-up, non-exclusive, royalty-free licence to copy and modify the Client Data for the term of the Contract or to provide Services to you.

7.6 We warrant to you that we have the right to provide the Services and have the right to use the Nimbus IPR.

7.7 Where you are a business client, you grant us the right to use your name, any logo or trademark to add your business to our client list and Site. You can opt out of this by notifying us that you do not wish us to do so.

7.8 Where you are a business client, you shall indemnify us in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation) and all interest, penalties and legal costs and all other reasonable professional costs and expenses suffered or incurred by us arising out of or in connection with any claim brought against us for actual or alleged infringement of a third party’s IPR arising out of, or in connection with your use of the Services, our Site and the Services Output.

7.9 We may suspend your right to use our Services and/or your right to use the Service Outputs (as set out in clause 7.2) if you breach or we have reason to believe you are in breach of any of the Terms. For the avoidance of doubt, any suspension of the Services and/or your right to use the Service Outputs will not limit or restrict your obligation to pay for the Services/Service Outputs (as applicable).

8. Data Protection

8.1 Use of data: When you enter or upload your personal data into our Services, like your name, email address payment details, we do not own that data but you grant us a licence to use, copy, transmit, store, analyse, and back up all data you submit to us through our Services, including such personal data of yourself and others, to: enable you to use our Services; allow us to improve, develop and protect our Services; create new services; communicate with you about the Services; send you information we think may be of interest to you based on your marketing preferences; and disclose to third party service providers and partners to enable and support such purposes.

8.2 Use of your own personal data: We respect your privacy and take data protection seriously. In addition to these Terms, our privacy notice sets out in detail how we process your own personal data that you enter into our Services, like your name and email address.

8.3 Anonymised statistical data: When you use our Services, we may create anonymised statistical data from your data and usage of our Services, including through aggregation. Once anonymised, we may use it for our own purposes, such as to provide and improve our services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you.

8.4 Data breach notifications: Where there has been unauthorised access to personal data that you have entered into our Services, we will let you know and, where possible, give you information about what has happened. Depending on the nature of the unauthorised access, and the location of your affected contacts, you may be required to assess whether the unauthorised access must be reported to the contact and/or a relevant authority. We think you are best placed to make this decision, because you will have the most knowledge about the personal data you have entered.

9. Confidential Information

9.1. We take reasonable precautions to protect your Confidential Information and expect that you will do the same for ours.

9.2 While using our Services, you may share Confidential Information with us, and you may become aware of Confidential Information about us, our Services and our business. You and we both agree to take reasonable steps to protect the other party’s Confidential Information from being accessed by unauthorised individuals. You or we may share each other’s Confidential Information with legal or regulatory authorities if required to do so.

10. Limitation of Liability to Business Clients

10.1 Nothing in the Contract limits any liability which cannot legally be limited, including death, personal injury, fraud, or fraudulent misrepresentation.

10.2 Subject to clause 10.1, we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, loss of savings, wasted costs, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under or in connection with the Contract. Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising under or in connection with the Contract shall be limited to the value of the total Fees paid to us by you in the 12 months immediately preceding the date on which the claim giving rise to the liability arose.

10.3 Subject to clause 10.1, we will not be liable for any loss or damage resulting from or in connection to a distributed denial of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material arising from or in connection with your use of our Services or downloading any Service Outputs.

10.4 Nimbus Maps is not a professional services or advisor firm of any sort, and we are not in the business of giving any kind of professional advice including tax, business or legal advice. Any information that you obtain through our Services, Site or Software should not be seen as a substitute for professional advice and we are not liable for your use of the information in that way.

11. Consequences of Termination

11.1 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

11.2 On termination of the Contract (for any reason), the licence granted in clause 7.2 shall terminate and you will adhere to the provisions set out in clause 2.5. This clause shall survive termination.

12. Third Party Providers

You acknowledge that the Services may enable or assist you to access website content or correspondence from third parties via third party websites, and you do so at your own risk. We make no representation or warranty, and have no liability in relation to the content or use of any such third-party website, transactions completed, or contract entered into by you with any such third party. We recommend that you refer to the third party’s website terms and conditions and Privacy Policy prior to engaging with the third-party website. We do not endorse any third-party website or content made available via the Services.

13. Free Trial Period

13.1 This clause 13 shall apply only to use of Services during a Free Trial Period and shall take precedence over any other clauses in these Terms where there is a conflict. The provision of a Free Trial Period is at our absolute discretion and will not apply UNLESS we have confirmed in writing to you.

13.2 When we make our Services available to you during a Free Trial Period, then, to the fullest extent permitted by applicable law, we shall not under any circumstance be liable to you for any reason during the Free Trial Period unless such exclusion of liability is unenforceable under applicable law, in which case, our total aggregate liability relating to the use of our Services during the Free Trial Period shall be limited to £100.

13.4 If you choose not to continue using our Services following a Free Trial Period, we will terminate your use of our Services and may delete any information or Client Data you have provided. You confirm that you will not use any Services Output obtained during the Free Trial Period for any commercial or personal benefit other than to evaluate the Services, and, if you elect not to continue the Services after the Free Trial Period, you confirm that you will destroy all copies of any Services Output obtained during the Free Trial Period. You will confirm in writing that this has been destroyed upon our request.

14. Beta Services

14.1 We may offer certain Services as closed or open beta services (Beta Service or Beta Services) for the purpose of testing and evaluating our Services or to trial improvements or enhancements to our Services. Because of the nature of these services, you use them at your own risk.

14.2 You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. We will in our sole discretion determine the success of such testing and the decision, if any, to offer the Beta Services as commercial services to our clients.

14.3 We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you.

14.4 We will not be liable to you or to any third party for any liability relating to, arising out of, in connection to or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.

15. Maintenance and downtime

15.1 Availability: We strive to maintain the availability of our services, and provide online support, 24 hours a day. On occasion, we need to perform maintenance on our services, and this may require a period of downtime. We try to minimise any such downtime. Where planned maintenance is being undertaken, we will attempt to notify you in advance but cannot guarantee it.

15.2 Access issues: We are not responsible for any issues with accessing our Services as a result of your internet connection.

15.3 Data loss: Data loss is an unavoidable risk when using any technology. You are responsible for maintaining copies of your data entered into our Services.

15.4 No compensation: Whatever the cause of any downtime, access issues or data loss, your only recourse is to discontinue using our Services.

15.5 Modifications: We frequently release new updates, modifications, and enhancements to our services, and in some cases discontinue features. Where this occurs, we will try to notify you where this is practical (for example, by email, on our Site or within our Services when you log in).

16. Changes to these Terms

16.1 We may change any part of the Terms from time to time and, if we make changes, we will try to let you know. You can keep track of changes to our Terms by referring to the version and the date last updated at the end. Generally, we will try to provide you with 30 days’ notice of material changes before they become effective, unless we need to make immediate changes for reasons we do not have control over. When we

notify you, we will do so by email or by posting a visible notice through our Services or on our Site. If a change is not material, we may not notify you.

16.2 If you find a modified term which is a material change unacceptable, you may terminate your Contract by giving 30 days advance written notice to us. In the event you terminate your Contract under this clause 16.2, we shall refund any unused portion of Fees paid for our Services on a pro rata basis. By continuing to use our Services after the updates to our Terms come into effect, you agree to be bound by the revised Terms.

17. Dispute Resolution

If we are unable to resolve a dispute we have with you after attempting to do so informally, you and we agree that either party may propose to the other in writing that structured negotiations be entered into with the assistance of a fully accredited mediator before resorting to litigation.

18. Delays Outside Our Control

We are not responsible for any failure or delay in performance under the Contract if the failure or delay arises from any of your conduct, or from any events outside our reasonable control, such as, acts of God, flood, or other natural disaster; epidemic; terrorist attack, war, riots, armed conflict; nuclear, chemical or biological contamination; collapse of buildings, fire explosion or accident; or interruption or failure of utility service (Force Majeure). If a Force Majeure event prevents us from properly performing our obligations under the Contract, and the disruption continues for more than 30 days, you or we may end the Contract by providing 15 days’ prior written notice.

19. General

19.1 The Contract is personal to you, and you cannot transfer the Contract to someone else without our prior written consent.

19.2 If any part of the Contract is or becomes invalid, illegal, or unenforceable, the relevant part shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract.

19.3 If you are a business client, the Contract constitutes the entire agreement between us in relation to the Services and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter. You acknowledge that you have not relied on any statement, promise, representation, assurance, or warranty made or given by us or on our behalf which is not set out in these Terms and that you have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

19.4 No delay in exercising any right or remedy we may have or failure to object should be deemed a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

19.5 You and we agree that no partnership, employment, agency or joint venture relationship exists between us and neither you nor we are authorised to make or enter into any commitments for or on behalf of the other.

19.6 The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

19.7 The Contract and any dispute or claim arising out it shall be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

19.8 Clauses in this Contract that either expressly state survive termination or by implication continue after termination will survive termination for any reason.

19.9 Whilst we acknowledge that you are entitled to share your opinion on the Services provided by us, our reputation is very important. As such we reserve the right to take such steps as we determine necessary (including injunctive relief and/or a claim for damages) to protect our reputation from any false, misleading, inaccurate, defamatory, or libellous statements made by you whether in digital or written form. This clause shall survive termination of the Contract.

20. If you are a consumer:

20.1 You have a legal right to change your mind. For most of our products bought online or over the telephone, you have a legal right to change your mind about your purchase within 14 days of the purchase and receive a refund of what you paid. This is subject to some conditions, as set out below:

20.2 You cannot change your mind about an order for:

1.  digital products, after you have started to download these; or
2. services, once these have been completed.

In relation to any Service where you request that we provide Land Registry Documents to you, regulations governing your consumer rights provide that a trader must not begin providing the services contracted for before the end of the 14 day statutory cancellation period without an express instruction from the client to do so. When you place an order with us for Land Registry Documents, you do so in the knowledge that we process most orders very promptly (usually within a 24 hour period). You therefore acknowledge that your order is, in itself, an express instruction for us to begin providing the service before the end of 14 day statutory cancellation period. Provision of the service commences when we send the documents to you.

20.3 If you change your mind about a purchase, you must let us know no later than 14 days after: the day we confirm we have accepted your order. If it is for a Service, for example our subscription-based Services then this will commence from the day we confirm we have accepted your order. Please note that you cannot change your mind about digital content once we have started providing it to you.

20.4 How to let us know. To let us know you want to change your mind, contact our Client Service Team by email to: success@nimbusproperty.co.uk.

20.5 You must pay for services you received before you change your mind. If you bought a Service, we don't refund you for the time you were receiving it before you told us you had changed your mind.

20.6 When and how we refund you. If your purchase was for a Service or digital content that hasn’t been delivered or that we're collecting from you, we refund you as soon as possible and within 14 days of you telling us you've changed your mind. We refund you by the method you used for payment. We don't charge a fee for the refund.

20.7 Your rights and remedies if you are a consumer. We honour our legal duty to provide you with products that are as described to you on our website and that meet all the requirements imposed by law. Remember too that you have several options for resolving disputes with us.

20.8 Our liability to consumers - we don't compensate you for all losses caused by us or our products or Services. We may be responsible for losses you suffer caused by our breach of this Contract unless the loss is:

1. Unexpected. It was not obvious that it would happen and nothing you said to us before we accepted your order meant we should have expected it (so, in the law, the loss was unforeseeable).
2. Caused by a delaying event outside our control. As long as we have taken the steps set out in the section 18 Delays Outside Our Control.
3. Avoidable. Something you could have avoided by taking reasonable action. For example, damage to your own digital content or device, which was caused by digital content we supplied and which you could have avoided by following our advice to apply a free update or by correctly following the installation instructions or having the minimum system requirements advised by us.
4. A business loss. Our liability for any loss you suffer in connection with your trade, business, craft or profession is limited, as described in section 10 Limitation of Liability to Business Clients.

Last updated: 21 December 2023.

Version: V003

If you require a copy of any of the previous versions of our terms please get in touch with success@nimbusproperty.co.uk.