Terms and Conditions of Business
Last updated: 6 July 2026
These are the standard business terms on which Nimble AI Solutions Ltd provides its services to business customers.
1. Introduction and Who We Are
These Terms and Conditions ("Terms") govern the supply of services by Nimble AI Solutions Ltd ("Nimble AI", "we", "us", "our") to business customers ("you", "the Client").
The contracting legal entity is Nimble AI Solutions Ltd, a company registered in England and Wales, company number 17314505. Our registered office address is available from Companies House and on request. Our principal place of business is Lincoln, United Kingdom.
You can contact us at: [email protected].
These Terms apply to all services we supply, unless a signed proposal or statement of work expressly states otherwise. These Terms are intended for business customers only. We do not contract with consumers, and no consumer rights (including any cooling-off rights under consumer legislation) apply to contracts governed by these Terms.
By accepting a proposal, returning a signed statement of work, or giving us written confirmation to proceed, you agree to these Terms.
2. Definitions
In these Terms, the following words have the meanings set out below.
"Acceptance" means the point at which the Client signs and returns a Proposal or SOW, confirms acceptance of it in writing, or otherwise gives us written authorisation to proceed.
"Client" means the business entity or individual trading as a business that engages Nimble AI under a Proposal or SOW governed by these Terms.
"Completion" / "Delivery" means the point at which Nimble AI has handed over the relevant Deliverable(s) to the Client in accordance with the Proposal or SOW.
"Deliverables" means the specific documents, reports, outputs, or other materials that Nimble AI agrees to produce for the Client, as described in the relevant Proposal or SOW.
"Fees" means the charges payable by the Client for the Services, as set out in the Proposal or SOW or, in the case of fixed-price products, as stated on our website or communicated in writing.
"Milestone" means a discrete deliverable, stage, or event identified in the Proposal or SOW against which a stage payment falls due.
"Nimble AI Materials" means all materials, methodologies, frameworks, templates, tools, know-how, and intellectual property that Nimble AI brings to an engagement or develops independently of the specific Deliverables, including any pre-existing materials incorporated into the Deliverables.
"Proposal" / "SOW" (Statement of Work) means a written document (however titled) issued by Nimble AI that describes the scope, deliverables, timeline, and Fees for a particular engagement.
"Services" means the consultancy, advisory, and product services that Nimble AI supplies to the Client, as described in the relevant Proposal or SOW or, for fixed-price products, as described on our website.
3. Basis of Contract and Precedence
3.1 A contract is formed when the Client provides Acceptance. The contract consists of: (a) the Proposal or SOW; and (b) these Terms. In the event of any conflict between these Terms and the Proposal or SOW, the Proposal or SOW prevails.
3.2 These Terms prevail over any terms or conditions contained in or referred to in any Client purchase order, supplier-registration form, or other document. No Client terms and conditions form part of the contract, even if we do not expressly object to them.
3.3 Any change to the agreed scope must be agreed in writing by both parties before additional work begins. We will confirm in writing any change to the Fees or timeline resulting from a scope change.
4. Our Services
4.1 We provide the following services (as more fully described on our website at nimbai.co.uk and in individual Proposals or SOWs):
- AI Readiness Scorecard (free, self-service): an online assessment tool. See Section 5 for specific terms.
- AI Use Policy Pack (fixed-price product): a tailored set of AI use policies and supporting documentation for the Client's organisation.
- AI Governance Health Check (scoped engagement): a structured review of the Client's AI governance practices, resulting in a written report and recommendations.
- Consultancy across AI Governance, Enterprise Service Management (ESM), and ServiceNow: scoped engagements delivered under a Proposal or SOW.
4.2 Where a service involves a scoping step before work proceeds (for example, the AI Use Policy Pack), we will confirm in writing that the service is suitable for the Client's needs before asking for Acceptance and commencing substantive work.
4.3 We will perform all Services with reasonable care and skill. We will use reasonable endeavours to meet any timescales stated in the Proposal or SOW, but time is not of the essence unless expressly stated in the Proposal or SOW.
4.4 We may update, discontinue, or alter the scope of any fixed-price product or service offering at any time, but changes will not affect contracts already accepted.
5. AI Readiness Scorecard and Informational Content
5.1 The AI Readiness Scorecard is provided free of charge as a self-service tool. It generates an indicative assessment based on the responses the Client provides.
5.2 The Scorecard output, and any other informational or educational content we publish (including blog posts, articles, templates, and checklists), is provided for general information purposes only. It does not constitute legal, regulatory, financial, or professional advice of any kind.
5.3 The Scorecard and all informational content is provided "as is", without warranty of any kind, express or implied. We do not warrant that it is accurate, complete, up to date, or suitable for any particular purpose. Use is entirely at the Client's own risk.
5.4 We accept no liability for any loss or damage arising from reliance on the Scorecard output or any other informational content.
6. Fees and Payment
6.1 Fixed-price products (AI Use Policy Pack and similar)
The Fee for the AI Use Policy Pack is currently GBP 450 (plus VAT, where applicable). Fees for other fixed-price products will be stated in the Proposal or on our website. Payment is structured as follows:
- 50% of the Fee is due on Acceptance (after we have completed any scoping step and confirmed the service is right for the Client).
- 50% of the Fee is due on Delivery.
6.2 AI Governance Health Check
Payment for the AI Governance Health Check is structured as follows:
- 30% of the Fee is due on Acceptance.
- 70% of the Fee is due on Completion.
6.3 Scoped consultancy engagements (AI Governance, ESM, ServiceNow)
Payment for scoped consultancy engagements is structured as follows:
- 30% of the Fee is due on Acceptance (signature of the Proposal or SOW).
- The remaining 70% is invoiced against the agreed Milestones set out in the Proposal or SOW. The Milestone schedule, and the Fee amounts or proportions allocated to each Milestone, are defined per engagement in the Proposal or SOW.
6.4 VAT
All Fees are exclusive of VAT. Nimble AI Solutions Ltd is not currently VAT registered. If and when we become VAT registered, VAT will be added to Fees at the prevailing rate and will be payable by the Client in addition to the stated Fees.
6.5 Invoicing and payment method
We invoice by email. Invoices are payable by bank transfer (BACS) within 30 days of the invoice date ("net 30"). Payment details will be included on each invoice.
6.6 Late payment
If the Client does not pay an invoice by the due date, we reserve the right to charge interest on the outstanding amount and to claim reasonable debt-recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Statutory interest under that Act accrues at 8% per annum above the Bank of England base rate.
6.7 Non-refundable payments
Acceptance-stage deposits and Milestone payments are non-refundable once the relevant work (including any scoping work) has commenced. The basis for this is that time and resources are committed on Acceptance and at each Milestone.
7. Cancellation and Termination
7.1 Consultancy engagements and AI Governance Health Check
Either party may terminate a consultancy engagement or the AI Governance Health Check (Sections 4.1 third and fourth bullets) by giving 14 days' written notice to the other party. On termination by either party, the Client must pay for: (a) all work completed up to the termination date; (b) any committed third-party costs; and (c) any Milestones reached or in progress at the date of termination, on a pro-rata basis reflecting work done.
7.2 Fixed-price products
Section 7.1 applies to the AI Governance Health Check. This Section 7.2 applies only to fixed-price products (such as the AI Use Policy Pack). Once a Client has given Acceptance and work has commenced on a fixed-price product, the Acceptance-stage deposit is non-refundable. The balance is due on Delivery in accordance with Section 6. The 14-day notice-based termination right in Section 7.1 does not apply to fixed-price products governed by this Section 7.2.
7.3 Termination for material breach
Either party may terminate the contract immediately on written notice if the other party commits a material breach and (where the breach is capable of remedy) fails to remedy it within 14 days of receiving written notice requiring it to do so.
7.4 Termination on insolvency
Either party may terminate the contract immediately on written notice if the other party becomes insolvent, enters administration, is wound up, makes an arrangement with its creditors generally, or a receiver or administrator is appointed over any of its assets.
7.5 Effect of termination
Termination does not affect any rights or obligations that have accrued before the date of termination, including the Client's obligation to pay for work already done. Sections 9, 10, 11, 12, 13, 16, and 17 survive termination.
8. Client Responsibilities
8.1 The Client will:
- (a) provide us with accurate, complete, and timely information, access, materials, and decisions reasonably needed to perform the Services;
- (b) make available appropriate personnel to give instructions, review drafts, provide feedback, and take necessary decisions within agreed timescales;
- (c) ensure that any information or materials it provides to us do not infringe any third-party rights and do not require any consents that have not been obtained.
8.2 If the Client fails to fulfil its responsibilities under this Section 8, we may need to adjust timescales, deliverable scope, or Fees. We will notify the Client promptly if this arises. We will not be liable for any delay or failure caused by the Client's failure to meet its responsibilities.
9. Intellectual Property
9.1 Ownership of Deliverables. Subject to full payment of all Fees due, Nimble AI assigns to the Client all intellectual property rights in the specific Deliverables created for the Client under the relevant engagement. Until full payment is received, all such intellectual property rights remain vested in Nimble AI.
9.2 Nimble AI Materials. Nimble AI retains full ownership of all Nimble AI Materials, including but not limited to pre-existing documents, templates, frameworks, methods, tools, know-how, and any materials developed independently of the Client's specific Deliverables. Nothing in these Terms transfers ownership of Nimble AI Materials to the Client.
9.3 Licence to Nimble AI Materials. Where Nimble AI Materials are incorporated into or necessary to use the Deliverables, Nimble AI grants the Client a non-exclusive, royalty-free, perpetual licence to use those Nimble AI Materials solely as embedded in the Deliverables and for the Client's own internal business purposes. The Client may not sub-licence, resell, or otherwise make the Nimble AI Materials available to third parties.
9.4 The Client grants Nimble AI a licence to use any materials, information, or data provided by the Client solely for the purpose of performing the Services.
10. Confidentiality
10.1 Each party ("Receiving Party") will keep confidential all information disclosed by the other party ("Disclosing Party") that is marked as confidential or that would reasonably be understood to be confidential given its nature and the circumstances of disclosure ("Confidential Information").
10.2 The Receiving Party will not use the Disclosing Party's Confidential Information for any purpose other than performing its obligations or exercising its rights under the contract. The Receiving Party will not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except as permitted in Section 10.3.
10.3 The obligations in Section 10.1 and 10.2 do not apply to information that:
- (a) is or becomes publicly available through no fault of the Receiving Party;
- (b) was already known to the Receiving Party at the time of disclosure (as demonstrated by written records);
- (c) is independently developed by the Receiving Party without reference to the Confidential Information;
- (d) is required to be disclosed by law, court order, or regulatory authority, provided the Receiving Party gives the Disclosing Party as much advance notice as reasonably practicable and co-operates with any request by the Disclosing Party to seek a protective order.
10.4 These confidentiality obligations survive termination of the contract for a period of three years.
11. Data Protection
11.1 Each party will comply with its respective obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, and any successor legislation, in connection with any personal data processed in connection with the Services.
11.2 Nimble AI processes any personal data it holds about the Client's personnel, representatives, and contacts in accordance with its Privacy Policy, available at nimbai.co.uk/privacy-policy/.
11.3 If the Services require Nimble AI to process personal data on behalf of the Client (as a processor), the parties will enter into a data processing agreement on reasonable terms before such processing begins.
12. Warranties and Disclaimers
12.1 Standard of service. Nimble AI warrants that the Services will be performed with reasonable care and skill.
12.2 Professional recommendations, not legal advice. Our guidance, reports, policy documents, and other Deliverables represent professional recommendations and reflect current good practice in AI governance and related fields. They are not legal advice. The Client remains solely responsible for its own legal and regulatory compliance. Nimble AI does not warrant that any Deliverable will guarantee regulatory compliance, achieve a particular regulatory outcome, or be free from the need for further adaptation to the Client's specific circumstances. Where the Client needs formal legal advice or a legally binding compliance opinion, it should seek independent legal advice from a regulated legal professional.
12.3 Third-party legal services. Where a Client requires formal legal advice or a legal compliance review in connection with AI governance or related matters, Nimble AI can, where appropriate, refer the Client to or arrange an introduction to a suitably qualified third-party legal partner. Where Nimble AI provides such a referral or introduction, it charges its own fee for the time it spends scoping and arranging that introduction; Nimble AI does not receive any referral fee or commission from the third-party legal firm. Any legal advice provided in that context is provided by that regulated legal firm, not by Nimble AI. Nimble AI is not itself a provider of legal services, is not regulated as such, and accepts no responsibility or liability for advice given by any third-party legal firm. Any engagement with a third-party legal firm will be on that firm's own terms.
12.4 No implied warranties. To the fullest extent permitted by law, all warranties, conditions, and other terms implied by statute or common law are excluded, except those that cannot lawfully be excluded (including those implied by the Supply of Goods and Services Act 1982, which cannot be excluded in consumer contracts, but note these Terms apply to business customers only).
13. Limitation of Liability
13.1 No exclusion of certain liability. Nothing in these Terms excludes or limits Nimble AI's liability for: (a) death or personal injury caused by Nimble AI's negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be excluded or limited.
13.2 Excluded types of loss. Subject to Section 13.1, Nimble AI will not be liable to the Client (whether in contract, tort including negligence, breach of statutory duty, or otherwise) for any:
- (a) loss of profits;
- (b) loss of revenue;
- (c) loss of business;
- (d) loss of anticipated savings;
- (e) loss of goodwill;
- (f) loss or corruption of data; or
- (g) any indirect or consequential loss or damage,
even if Nimble AI had been advised of or knew of the possibility of such loss or damage.
13.3 Cap on aggregate liability. Subject to Section 13.1 and 13.2, Nimble AI's total aggregate liability to the Client arising out of or in connection with a contract (whether in contract, tort, or otherwise) is limited to the total Fees paid by the Client to Nimble AI under the Proposal or SOW giving rise to the claim.
13.4 The limitations in this Section 13 reflect the allocation of risk between the parties and the price at which the Services are offered. The Client acknowledges that it has had an opportunity to insure against losses not covered by these limitations.
14. Subcontractors
14.1 Nimble AI may engage carefully selected subcontractors to assist with the delivery of the Services. Nimble AI remains responsible to the Client for the performance of the Services, whether or not they are delivered in whole or in part by a subcontractor. Nimble AI will ensure that any subcontractor it engages is bound by confidentiality obligations equivalent to those set out in Section 10.
14.2 The use of a third-party legal firm under Section 12.3 is not a subcontracting arrangement under this Section 14. Any engagement with a third-party legal firm is a separate matter between the Client and that firm; Nimble AI is not responsible for the legal advice provided.
15. Force Majeure
15.1 Neither party will be liable to the other for any failure or delay in performing its obligations under the contract to the extent that such failure or delay is caused by events or circumstances beyond that party's reasonable control, including but not limited to acts of God, pandemic, war, civil unrest, fire, flood, extreme weather events, government action, or failure of third-party networks or infrastructure ("Force Majeure Event").
15.2 The affected party will notify the other party promptly of the Force Majeure Event and its expected duration. The affected party will use reasonable endeavours to mitigate the effects of the Force Majeure Event.
15.3 If a Force Majeure Event continues for more than 30 days, either party may terminate the contract on written notice. In that case, the Client will pay for all work completed and committed costs incurred up to the date of termination.
16. General
16.1 Variation. No variation to these Terms or to a Proposal or SOW will be binding unless agreed in writing and signed by authorised representatives of both parties.
16.2 Entire agreement. The Proposal or SOW and these Terms constitute the entire agreement between the parties in relation to the relevant engagement and supersede all prior discussions, representations, understandings, and agreements between the parties relating to its subject matter. Each party confirms it has not relied on any representation or warranty (whether oral or written) not expressly included in these Terms or the Proposal or SOW when entering into the contract.
16.3 No waiver. A party's failure to exercise or delay in exercising any right or remedy under these Terms does not constitute a waiver of that right or remedy.
16.4 Severability. If any provision of these Terms is or becomes invalid, illegal, or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision will be deemed deleted. The validity and enforceability of the remaining provisions will not be affected.
16.5 Assignment. The Client may not assign, transfer, sub-contract, or otherwise dispose of any of its rights or obligations under the contract without Nimble AI's prior written consent. Nimble AI may assign or transfer the contract, or any of its rights or obligations under it, to a successor business entity or to an entity that acquires the relevant part of Nimble AI's business, on written notice to the Client.
16.6 Third-party rights. A person who is not a party to the contract has no right to enforce any term of the contract under the Contracts (Rights of Third Parties) Act 1999. This does not affect any right or remedy that exists or is available apart from under that Act.
16.7 Notices. Any notice given under or in connection with these Terms must be in writing. A notice may be given: (a) by email to the other party's usual business email address (for Nimble AI: [email protected]); or (b) by pre-paid post to the other party's registered or principal business address. An email notice is deemed received at the time of transmission if transmitted during normal business hours (09:00 to 17:00) on a business day in England and Wales, and otherwise at 09:00 on the next such business day. A notice sent by pre-paid post is deemed received two business days after the date of posting.
17. Governing Law and Jurisdiction
17.1 These Terms and any contract formed under them are governed by and construed in accordance with the law of England and Wales.
17.2 Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim arising out of or in connection with these Terms or any such contract (including non-contractual disputes or claims).
18. Contact Us
If you have any questions about these Terms, please contact us at:
Email: [email protected]
Website: nimbai.co.uk