Terms & Conditions

Simplicity is very important to us…we spent significant time and effort to ensure our terms and conditions are written using plain english, not legalise. Please let us know if you have any struggles with the readability, feedback is very important to us.

Who we are

Nimbitech Ltd is a company registered in England and Wales, with company number 12209481 whose registered office is at 47 Cherry Tree Crescent, Wickersley, Rotherham, United Kingdom, S66 2LT.

These Terms and Conditions

By asking us to provide you with our services, you agree to be bound by these Terms and Conditions, and that our services will be provided subject to them.

Our Services

The high-level objective of our services, and any key results, will be agreed with you in advance and followed up in a written proposal (which will be sent and agreed by email). Further detail of the project, including the project backlog, will be recorded & evolve as the project progresses.

Changes to the project may be agreed at any time. You may also change the priorities of any requirements included in the project backlog or remove them. If changes are communicated verbally, this will be followed up by email to make sure everyone is happy with the change (and make sure there is a record to refer to).

A project will be complete once the Product Owner notifies us that either: (a) we have delivered enough value to meet the high level project objective; or (b) the return on investment you would receive from any remaining items in the project backlog does not warrant their development.

You acknowledge and agree that we are not committing to deliver the entire project backlog. We do not warrant that the deliverables will be uninterrupted or error-free.

How we work (Agile)

We are proud to sign up to the 4 Agile values:

  1. Individuals and interactions over processes and tools
  2. Working software over comprehensive documentation
  3. Customer collaboration over contract negotiation
  4. Responding to change over following a plan

We are also keen to be recognised for demonstrating the 12 Agile principles that govern our work:

  1. Our highest priority is to satisfy the customer through early and continuous delivery of valuable software.
  2. Welcome changing requirements, even late in development. Agile processes harness change for the customer’s competitive advantage.
  3. Deliver working software frequently, from a couple of weeks to a couple of months, with a preference to the shorter timescale.
  4. Business people and developers must work together daily throughout the project.
  5. Build projects around motivated individuals. Give them the environment and support they need, and trust them to get the job done.
  6. The most efficient and effective method of conveying information to and within a development team is face-to-face conversation.
  7. Working software is the primary measure of progress.
  8. Agile processes promote sustainable development. The sponsors, developers, and users should be able to maintain a constant pace indefinitely.
  9. Continuous attention to technical excellence and good design enhances agility.
  10. Simplicity–the art of maximizing the amount of work not done–is essential.
  11. The best architectures, requirements, and designs emerge from self-organizing teams.
  12. At regular intervals, the team reflects on how to become more effective, then tunes and adjusts its behaviour accordingly.

What we need from you

The Product Owner (appointed by you) shall be your main representative in relation to our services and collaboration with you. They will need to regularly review the project backlog and have the authority to agree changes to it where needed, actively participate in sprint meetings, and dedicate a reasonable level of effort to the collaboration.

You understand that our ability to provide our services is subject to you providing us with information and access to your systems within reasonable timescales, as well as your active collaboration in the Agile process.

You shall obtain and maintain any licences, consents and permissions necessary for us to perform our services and comply with any applicable third-party licences (e.g. Microsoft 365).

Costs

You agree to pay our fees at the rate of £95 per hour, plus VAT (unless we agree to an alternative rate).

An invoice will be raised on the 1st of every month. Payment is due in 14 days from the date of invoice.

We cannot guarantee or project full final costs of solutions as we follow the Agile Software Development Methodology – these are difficult to estimate as requirements are open to change throughout the project.

Where possible an estimate will be made, and you will be advised to ensure you are happy with the return on investment you expect to receive from the development.

You understand that estimates are provided based off information known at that time and are subject to change.

We will invoice you for our expenses where this has been agreed in advance. We will use our reasonable endeavours to ensure any expenses are at reasonable rates.

Resourcing

Whist we always aim to have continuity with the project team, we ask for understanding from our clients that things such as annual leave and sickness may require additional resource to be augmented to the project. This would always be discussed with you before we make any decisions.

Reporting

We provide reporting through regular project inspections and continuous backlog refinements with the Product Owner(s).

Review meetings will be setup in the agreed frequency to accommodate additional stakeholders.

Microsoft Teams will be used as a client portal to update, communicate, collaborate and display information to the wider stakeholders.

Jira will be used which allows us to plan, track and deliver the agreed work in a transparent and collaborative way. This will provide a real time status of the delivery.

Time recording detail will be added at the task level to account for all time spent charged to a client.

Intellectual Property

The intellectual property rights in any tools we use to provide the services, and any intellectual property rights we have developed outside providing services to you, are and shall remain our property (or the property of whoever licensed them to us).

If we develop any intellectual property rights in the deliverables (e.g. copyright in code we have written), we hereby assign these to you. This assignment will be effective as and when these rights are created.

You grant us a licence to use these intellectual property rights on a perpetual, non-exclusive, royalty-free basis. As we may provide other customers with similar services, this allows us to e.g. re-use elements of code we have written.

As far as we are aware, use of any deliverables will not infringe the intellectual property rights of any third party.

By “intellectual property rights”, we mean patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, 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, whether registered or unregistered.

Confidentiality

Unless we have agreed a non-disclosure agreement with you, then the following confidentiality requirements shall apply.

We will treat all information you provide us regarding your business and operations as confidential information. We shall not disclose such information to anyone else without your prior consent, except to our professional advisors where appropriate, or if we are legally required to do so. This does not apply to any information which has been made publicly available by someone besides us. This section shall continue to apply for a period of 2 years following the expiry or termination of our contract with you.

Data Protection

Both parties will comply with the Data protection schedule at the end of these Terms and Conditions.

Force Majeure

Neither party to this contract shall be liable for any failure or delay in performing obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, disease outbreak or any other event that is beyond the control of the party in question.

Liability

Our maximum liability to you in relation to our services and this collaboration is an amount equivalent to 300% of the fees paid or payable by you in relation to the relevant services. This limitation applies regardless of whether any claim is under statute, in contract or tort (including negligence) or any other form of action.

We will not be liable for any indirect, special or consequential loss, including but not limited to loss of or damage to data; loss of use of data; loss of use of any hardware or software; interruption to business; loss of income or revenue; loss of profit, contracts, business, business opportunity or goodwill; or loss of anticipated savings.

Nothing in these Terms and Conditions shall exclude or limit our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation by us, or any other liability which cannot be excluded or limited by law.

Termination

You have the right to end our relationship under these Terms and Conditions at any time, either with immediate effect or on a specified future date. Any time spent will be invoiced following the agreed schedule and will include work completed until the date of termination.

Either party may end our relationship under these Terms and Conditions with immediate effect, if the other party is in breach of their obligations under these Terms and Conditions, or if the other party has become insolvent (including entering into administration or liquidation).

Legal Stuff

Nothing in these Terms and Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other. Each party confirms they are acting on their own behalf and not for the benefit of any other person.

Only the parties to these Terms and Conditions shall have any right to enforce any of the terms.

We may sub-contract to third parties all or any part of the services to be carried out under these Terms and Conditions. However, we will not sub-contract to third parties outside the United Kingdom without your prior consent. You shall not assign your rights or obligations under these Terms and Conditions to any third party without our prior written consent.

If any provision of these Terms and Conditions is held by any competent authority (e.g. a court) to be invalid or unenforceable in whole or in part, this shall not affect the validity of the other provisions of these Terms and Conditions, or any other part of the provision in question.

A waiver of any term, provision or condition of these Terms and Conditions shall be effective only if given in writing and will apply only to the instance and purpose for which the waiver is given.

Notices under these Terms and Conditions shall be in writing (which includes by email) to its registered or principal office, or by any email address notified by us or you from time to time. Notices shall be deemed to have been duly given (a) when delivered, if by recorded delivery; (b) 5 business days from posting, if by ordinary mail; or (c) 2 business days from sending, if by email.

In the event of conflict between these Terms and Conditions and any other terms any conditions (provided by you or otherwise), these Terms and Conditions shall prevail unless expressly agreed by us in writing.

The headings in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

Disputes

In the unlikely event of a dispute, we will (and you also agree to) attempt to resolve it through good faith negotiations.

Law and Jurisdiction

These Terms and Conditions and any services provided by us shall be governed by the laws of England and Wales. Any dispute between us relating to these Terms and Conditions or any services provided by us shall fall within the exclusive jurisdiction of the courts of England 

Data Protection Schedule

Both parties will comply with all applicable requirements of data protection law (including the EU General Data Protection Regulation (“GDPR”) and the UK Data Protection Act 2018). These Terms and Conditions don’t change or replace any of the parties’ obligations under data protection law.

The terms “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” have the meanings given in the GDPR.

Due to the nature of our services, we will process certain personal data on your behalf. For the purposes of data protection law, you are the data controller and we are the data processor”. The processing details in the following table are your instructions to us as data processor, which you may amend in writing at any time:

Scope of processing

We shall process personal data under these Terms and Conditions exclusively within the scope of provision of the services.

Nature of processing

We may access, read or consult personal data within your environment.

Purpose of processing

We shall process personal data solely for the purposes of provision of the services.

Duration of processing

We won’t process personal data longer than is necessary for the purpose. Processing shall cease on expiry or termination of the services.

Types of Personal Data

Any personal data on your environment made accessible to us. This may include names, email addresses, phone numbers etc.

Categories of Data Subject

Any data subjects whose Personal Data is stored on your environment and made accessible to us. This may include your staff (employees, consultants, agency workers), clients and third party suppliers.

 

In relation to any personal data we process under these Terms and Conditions, we shall:

  1. Process the personal data only on your written instructions, unless we are required by law to do otherwise, in which case we will promptly notify you (again, unless prohibited from doing so by law).
  2. Ensure that we have suitable technical and organisational measures in place to protect the personal data from unauthorised processing, accidental loss, damage or destruction. Such measures shall be proportionate to the potential harm resulting from such events, taking into account the current state of the art in technology and the cost of implementing those measures.
  3. Ensure that any and all staff with access to the personal data are contractually obliged to keep that personal data confidential.
  4. Not transfer any personal data outside of the United Kingdom or the European Economic Area unless it is subject to appropriate safeguards (e.g. the standard contractual clauses approved by the EU Commission).
  5. Not appoint any sub-processor without (a) notifying you in advance, leaving a reasonable opportunity for you to object, and (b) entering into a written agreement including terms no less onerous than these Terms and Conditions. You give us a general consent to appoint sub-processors subject to the above conditions.
  6. Assist you in responding to any request from a data subject, and in ensuring compliance with your obligations under data protection law with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.
  7. Notify you if, in our opinion, you have given us an instruction which infringes data protection law.
  8. Notify you without undue delay on becoming aware of a personal data breach.
  9. Allow for audits or inspections by you or your designated auditor during our normal business hours, provided you give us reasonable notice and cause minimal disruption to our business and other customers.
  10. At your written direction, delete or return any personal data and copies of the same to you on expiry or termination of the services, unless required by law to store the personal data.