Terms and Conditions for Supply of Services to Businesses (aka Hosts)

 

These terms and conditions for supply of services to other businesses online state the basis on which we NIMBLD LTD will supply services to our business customers. This applies to users with a HOST account.

Please read them carefully, especially section 8 (liability).

We are a company incorporated and registered in England and Wales with company number 11892434 whose registered office is at 40 Hackamore, Benfleet, United Kingdom, SS7 3DU. We’re called ‘the Supplier’ in this agreement).

You’re called ‘the Host’ in this agreement. You are the firm, company or other organisation which lists (the Order) your available Workspaces for hire via the Supplier’s websites www.nimbld.com and app.nimbld.com (the Website) (the Order).

1. Agreed Terms

It is agreed that:

1.1. If any word, phrase or explanation used within this agreement is not clear, it will be defined and interpreted according to the definitions and interpretations set out below:

Definitions

Acts, Legislation: or other similar references shall include any updates and or amendments to the same.

Charges: the charges payable by the Host to the Supplier according to the terms of this Contract.

Host: the firm, company or other organisation stated on the Order.

Supplier: nimbld ltd.

Nimbler: the individuals booking Supplier's Workspaces through our Website.

Workspaces: any hotdesks or other workspaces which the Host makes available to the Supplier in relation to the supply of the Services.

Order: the listing of spaces by the Host on the Website.

Booking: the act of booking one of the Host's Workspaces.

Services: the services set out in the Services Specification which the Supplier is to supply according to the terms of this Contract.

Services Specification: the creation of a Workspace Listing by the Host or on behalf of the Host on the Supplier's Website as well as the act of a Booking received by the Host from the Nimbler, and the Commission on earnings due to the Supplier, taken from earnings received by the Host for such Booking.

Standard Services Charges: the booking commission charge of 10% for the Services set out on this Contract at the time the Nimbler pays the Host for a Booking on our website.

Written: and any similar expression, includes e-mail.

1.2. It is also agreed that:

a. The Host wishes to acquire services described in the Order (Services) and the Supplier wishes to supply them to the Host, on the terms and conditions set out in this agreement (Terms).

b. The Supplier shall only supply Services to the Host on these Terms. (Terms can only be varied in writing signed by an authorised officer of the Supplier).

c. The Host should follow the instructions on the Website in order to place the Order, unless otherwise agreed with the Supplier. The Host is responsible for ensuring that the terms of the Order are complete and accurate so please check these carefully and make any amendments to any errors as required before placing your Order.

d. Any Orders placed by the Host are offers for the purchase of the Services on the basis of these Terms.

e. On receipt of an Order from the Host, the Supplier will issue an acknowledgement of the Order so that the Host knows that the Order has been received but this does not constitute acceptance of the Order.

f. On receipt of a Booking request, the Host will be notified by email at the email address on the Host's nimbld account. It is the Host's responsibility to accept these Booking requests and ensure that the listed Workspace remains available for the date and time of the Booking.

g. The Host will confirm acceptance of the Booking, at which point the Supplier’s contract with the Host for the supply of the Services in that Order shall come into existence.

h. If the Host cannot accept the Booking, it will refuse the Booking on the Website and the Booking will not be processed any further. If the Host has already received payment from the Nimbler, the Nimbler will promptly be refunded automatically and no Commission will be due to be received by the Supplier.

i. The Booking has a time-out setting: if no payment has been received by the Host by the time the Booking request reaches Time-Out, the Booking will automatically become void, the Workspace will become available again, no payment will be received by the Host, and no Commission will be due to be received by the Supplier.

j. It is the Host's repsonsibility to set the appropriate Booking price and Time-Out terms.

k. The Supplier’s contract with the Host for the supply of the Services comprises the Order, these Terms and anything else the Supplier expressly agrees in writing (Contract).

l. Any descriptions of the Services contained on the Website are only for illustrative purposes and do not form part of the Contract.

m. The Host may amend the Services Specification as required by law, or to comply with any relevant regulatory obligations.

n. Separate terms and conditions apply to the use of the Website. Those terms and conditions can be found here: https://www.nimbld.com/terms-website.

o. The Contract is made in the English language only.

p. The Supplier’s contact details are as follows:

i. Email Address: hello@nimbld.com

2. Charges

2.1. The Host will be deducted a 10% commission Charge from all earnings made through Bookings received on our site.

2.2. Unless otherwise stated the Charges will be inclusive of VAT.

3. Invoicing and Payment

3.1. The payment for Charges will be taken automatically by the Supplier via the Website when the Nimbler pays for its Booking.

3.2. Payment shall be treated as made once the Supplier receives cleared funds.

3.3. If any amounts owed by the Host to the Supplier become overdue, then (without compromising any other rights or remedies available to the Supplier), the Supplier:

a. may suspend the supply of any further Services, and any services under any other contract between the Supplier and the Customer, until the overdue amounts are paid in full, and/or

b. may terminate the Contract.

4. Supply of Services

4.1. Either party may request a change to the Services Specification. Any such change must be agreed in writing by the parties, but neither party shall unreasonably refuse its consent.

4.2. If a change is requested, the Supplier will provide a written statement to the Host setting out:

a. its effect on the Charges (up or down);

b. its effect on timing under the Services Implementation Plan; and

c. any other impact of the change.

5. Warranties relating to services

The Supplier warrants to the Host that the Services will be supplied:

a. using reasonable care and skill; and

b. in accordance with the Services Specification in all material respects.

6. Intellectual Property Rights

6.1. Except in relation to the Host Materials, all intellectual property rights arising out of the Services belong to the Supplier.

6.2. The Supplier grants to the Host a fully paid, worldwide, non-exclusive and irrevocable licence of the intellectual property rights in section 6.1 to the extent necessary for the Host to receive the full benefit of the Services.

7. Obligations of Host

7.1. The Host will:

a. ensure that the Order, the Host Materials and any other materials or information which the Host supplies to the Supplier are complete and accurate

b. promptly provide the Supplier with such materials and information as the Supplier requires in order to supply the Services, and

c. comply with all applicable laws and relevant regulatory obligations.

7.2. When welcoming Nimblers who made a Booking for one of the Host's Workspaces, the Host will:

a. provide access to such premises and ensure that the premises are ready for the supply of the Services

b. provide suitable facilities for the supply of the Services, and

c. ensure such premises comply with all health and safety laws.

7.3. If the Nimbler is delayed or unable to fulfil any of its obligations under the Contract due to any act or omission of the Host (Host Failure), then the Supplier may rely on such Host Failure to relieve it from its obligations under the Contract.

7.4. To the extent that the delay or inability at section 7.3 is due to the Host Failure, then without limiting or otherwise compromising any other rights or remedies available to it, the Supplier:

a. may suspend the supply of Services until the Host makes good the Host Failure;

b. shall not be liable for any losses, costs or expenses which the Host suffers or incurs because of any delay or suspension which is attributable to the Host’s Failure; and

c. may make the Booking by the Nimbler null and void, with no earnings due to the Host.

7.5. Any right of suspension under this section is additional to any rights available to the Supplier under the law of any relevant jurisdiction.

8. Liability

8.1. Subject to section 8.3, the Supplier is not liable to the Host for any indirect or consequential loss, any loss of profits or any loss of business, whether arising from tort, breach of contract, indemnity or otherwise under or in connection with the Contract.

8.2. Subject to section 8.3, the Supplier’s liability in respect of all claims, losses or damages of whatever nature, whether arising from tort, breach of contract, indemnity or otherwise, under or relating to, the Contract, shall not exceed the aggregate of the Charges paid by the Host to the Supplier under the Contract.

8.3. Nothing in the Contract shall exclude or limit either party’s liability for any death or personal injury caused by negligence or for any other liability which cannot be excluded or limited by law.

9. Data Protection

9.1. In this section the following definitions shall apply:

a. Data protection Laws: means the General Data Protection Regulation (EU) 2016/679 (GDPR) and the Data Protection Acts 1998 and 2018 and all successor and replacement legislation, and all other laws and regulations relating to personal data and privacy.

b. personal data, process, processed or processing, data controller, data processor, data subject and personal data breach, shall each have the meanings given to them in the Data Protection Laws.

9.2. To the extent that the Services involve the processing by the Supplier of personal data on the Host’s behalf, it is agreed that the Host is the data controller and the Supplier is the data processor in respect of that personal data. The following sections set out the rights and obligations of each party.

9.3. The Host will comply with Data Protection Laws and will ensure that it has the necessary notices, and where appropriate necessary consents, to allow for the transfer of personal data from the Host to the Supplier and to cover the purposes of the processing pursuant to the Contract.

9.4. For the purposes of Data Protection our full Data Protection Policy is available here: https://www.nimbld.com/data-protection-policy

9.5. The Supplier agrees that when the Supplier is processing personal data as a data processor on the Host’s behalf:

a. the Supplier will comply with Data Protection Laws;

b. the Supplier will only carry out processing on the Host’s written instructions (which for the avoidance of doubt includes this Contract and the terms of the Order) and only for the purposes of the Services, unless the Supplier is under a legal obligation to process personal data without the Host’s instructions, in which case the Supplier will inform the Host of that legal obligation prior to processing (unless prohibited to do so by law);

c. the Supplier will ensure that any personnel (or others who process personal data on the Host’s behalf (including any sub-processors)) are subject to a duty of confidentiality; or are under a statutory duty of confidentiality;

d. the Supplier will take appropriate organisational and technological measures to ensure the security of the personal data appropriate to the risk presented by the processing and to protect against unauthorised or accidental access, loss, alteration, disclosure or destruction of the personal data (including those measures set out in Article 32 GDPR);

e. the Supplier will notify the Host without undue delay when the Supplier becomes aware of any personal data breach. The Supplier will provide all such information and assistance as the Host may request in relation to any personal data breach;

f. the Supplier will not transfer any personal data outside of the European Economic Area without the Host’s prior written consent. If such consent is granted, either party shall ensure that appropriate safeguards are adopted in compliance with Data Protection Laws or the transfer is otherwise made in compliance with the Data Protection Laws in order to ensure the lawful transfer of personal data and to ensure adequate protection for the personal data;

g. the Supplier will provide reasonable assistance to the Host, (and taking into account the nature of the processing) in respect of the exercise of rights by a data subject under Data Protection Laws, including in relation to subject access requests;

h. the Supplier will provide reasonable assistance to the Host, at the Host’s cost, (and taking into account the nature of the processing and the information available to the Supplier) in meeting the Host’s obligations under Data Protection Laws including in respect of the security of processing, the notification of personal data breaches, data protection impact assessments and consultations with relevant supervisory authorities;

i. at the end of this Contract the Supplier will, at the Host’s option, return to the Customer or delete all personal data and the Supplier will procure the same action is taken by any sub-processors. If the Supplier or any sub-processors, are required to retain personal data by law, the Supplier will promptly inform the Host of this in writing and this section 9 shall continue to apply to such personal data;

j. the Supplier will immediately notify the Host if the Supplier is asked to do anything which infringes Data Protection Laws;

k. the Supplier will keep such information, including records of processing, to demonstrate its compliance with these sections 9.4 to 9.9 of this Contract and with Data Protection Laws and the Supplier will promptly provide the Customer with copies of such information and records on request; and

l. the Supplier will allow the Host, or its nominated representatives, to conduct audits of the Supplier on at least 14 days’ notice and subject to the Host and/or its nominated representatives first entering into suitable confidentiality undertakings.

9.6. If the Supplier wishes to change, appoint or amend any sub-processors it will provide written notice to the Host of the proposed changes. The Host shall have 10 days from the date of the notice to raise (by written notice to the Supplier) any objections, on reasonable grounds, to the sub-processors named therein. If the Host does raise objections to such sub-processors, the parties shall work together to find a reasonable alternative or to resolve the objection. If within 10 days of the notice of objection from the Host the parties cannot find a reasonable solution, the Supplier may terminate only those Services under the Contract which cannot be supplied without the relevant sub-processors and the Supplier shall have no liability to the Host in respect of such termination. If the Host does not provide notice of objection within 10 days of the date of the notice from the Supplier then the Host will be deemed to accept the change(s) to sub-processors. In respect of any sub-processors, the Host confirms it will enter into a written agreement with such sub-processors which include clauses required by the Data Protection Laws, but which for the avoidance of doubt are not the same as the clauses in this Contract.

9.7. The Supplier shall remain liable to the Host for any acts or omissions of any sub-processor.

9.8. These sections 9.4 to 9.9 of this Contract are in addition to the obligations of each party under Data Protection Laws, and they are not intended to substitute or change those obligations.

10. Termination

10.1. Either party may terminate the Contract, without liability to the other party, if that other party’s business fails.

10.2. The other party’s business will be treated for this purpose as having failed if:

a. the other party is or appears to be unable to pay its debts as they fall due

b. the other party makes any voluntary arrangement with that other party’s creditors

c. (being an individual or firm) the other party becomes bankrupt

d. (being a company) the other party becomes subject to an administration order or goes into liquidation

e. any third party takes possession of, or enforces rights over, any of other party’s property or assets under any form of security;

f. the other party stops or threatens to stop carrying on business;

g. the other party suffers any process equivalent to any of these, in any jurisdiction; or

h. the terminating party reasonably believes that any of the events mentioned above are about to occur and the terminating party notifies the other party accordingly.

10.3. Without compromising any other rights or remedies available to it, the Supplier may terminate the Contract without any liability to the Host if:

a. the Host commits a material breach of the Contract and fails to rectify the breach within 5 working days.

10.4. 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, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

10.5. Any term of the Contract which is specifically stated to continue or which, by its very nature, is intended to continue after termination of the Contract, shall continue to bind the parties following termination or expiry of the Contract.

11. Events beyond the reasonable control of the Supplier (‘Force majeure’)

11.1. The Supplier shall not be liable to the Host for any failure or delay in performing any of its obligations to the extent that such failure or delay is caused by an event beyond its reasonable control. If the event continues for more than 6 months then either party may serve 7 days’ written notice on the other party to terminate the Contract.

12. General

12.1. The Contract represents the entire agreement between the parties in relation to the subject matter and supersedes all previous agreements, representations or understandings between the parties. The parties agree that they shall have no rights or remedies in relation to any representation or warranty that is not included in the Contract.

12.2. The Host shall not assign, sub-contract, delegate, or otherwise transfer any of its rights or obligations under the Contract without the prior written consent of the Supplier.

12.3. If any provision of these Terms is held by a competent authority to be invalid or unenforceable, in whole or in part, the validity of the other Terms and of the remainder of the provision in question will not be affected. Every provision is severable from every other.

12.4. No single or partial exercise or failure or delay in exercising any right, power or remedy by a party under the Contract, howsoever arising, shall operate as a waiver by that party of, or impair or preclude any further exercise of that right, power of remedy. To be valid and effective, any waiver must be in writing.

12.5. Unless otherwise expressly stated, nothing in the Contract will create or confer any rights or other benefits pursuant to the Contracts (Rights of Third Parties) Act 1999 in favour of any person other than a party to the Contract.

12.6. Any written notice under these Terms will be deemed to have been sufficiently served if posted by pre-paid official post, couriered, faxed on receipt of successful answerback, or if sent by e-mail (but in this case only on evidence of successful transmission and only if the parties have regularly communicated on contract matters by e-mail).

12.7. The Contract will be governed by the law of England, and the parties submit to the exclusive jurisdiction of the English courts.