Legal Terms & Conditions

Terms ofService

These terms and conditions govern the provision of our fractional IT consulting services. Please read them carefully as they contain important information about your rights and obligations when engaging our independent technology specialists.

Last updated: 12 June 2025

About These Terms

These Terms of Service ("Terms") are entered into between you ("Client") and Nimbul Systems, a fractional IT consultancy providing independent technology specialists to UK businesses seeking cost-effective access to senior-level expertise.

Company Details

Trading Name: Nimbul Systems

Business Type: Fractional IT Consultancy

Governing Law: Laws of England and Wales

Website: www.nimbul-systems.co.uk

Contact: contact@nimbul-systems.co.uk

Fractional IT Services Agreement

  • These terms govern the provision of fractional IT consulting services by Nimbul Systems
  • Services include DevOps automation, cloud engineering, security consulting, and technology architecture
  • Fractional engagement model provides senior-level expertise without full-time employment overhead
  • All services are delivered by independent consultants operating under UK jurisdiction
  • Service level agreements (SLAs) are defined separately for each engagement

Engagement and Payment Terms

  • Payment terms are strictly 30 days from invoice date unless alternative terms are agreed in writing
  • Late payment charges apply at 8% per annum above Bank of England base rate after 30 days
  • All fees are exclusive of VAT which will be charged at the prevailing UK rate
  • Fractional services are typically billed monthly or at agreed milestones
  • Expenses incurred on client behalf require pre-approval and are invoiced separately
  • Payment methods include bank transfer, corporate credit card, or approved business payment platforms

Intellectual Property and Confidentiality

  • Client retains full ownership of all business data, systems, and pre-existing intellectual property
  • Nimbul Systems retains rights to methodologies, frameworks, tools, and general consulting knowledge
  • Custom code, configurations, and specific deliverables become client property upon full payment
  • Both parties maintain strict confidentiality regarding sensitive business information
  • Non-disclosure obligations survive termination of the service agreement indefinitely
  • Anonymized case studies may be used for marketing purposes with client consent

Service Delivery and Performance

  • Services are performed by qualified senior-level IT professionals with relevant certifications
  • Work is delivered remotely unless on-site presence is specifically required and agreed
  • Standard working hours are 9:00 AM to 6:00 PM GMT, Monday to Friday, unless otherwise specified
  • Emergency support availability depends on agreed service level arrangements
  • All work follows industry best practices and complies with relevant technical standards
  • Change requests outside original scope require written approval and may incur additional charges

Limitation of Liability and Insurance

  • Total liability is limited to the total fees paid for the specific service in the preceding 12 months
  • We exclude liability for indirect, consequential, special, or punitive damages
  • Exclusions do not apply to death, personal injury, fraud, or fraudulent misrepresentation
  • Professional indemnity insurance maintained at minimum £2 million as required by UK law
  • Cyber liability insurance covers data breaches and technology-related incidents
  • Client responsible for data backups and business continuity planning

Data Protection and Security

  • All personal data processing complies with UK GDPR and Data Protection Act 2018
  • Security measures include encrypted communications, secure file transfer, and access controls
  • Data processing activities are documented and covered by our Privacy Policy
  • Client data is processed only as necessary to deliver contracted services
  • Data breach notification procedures comply with ICO requirements (72-hour reporting)
  • International data transfers use appropriate safeguards including Standard Contractual Clauses

Service Termination and Continuity

  • Either party may terminate with 30 days written notice without cause
  • Immediate termination allowed for material breach, insolvency, or violation of confidentiality
  • Upon termination, all client data and access credentials are securely returned or destroyed
  • Outstanding fees for completed work remain payable regardless of termination reason
  • Knowledge transfer sessions provided to ensure service continuity
  • Post-termination support available for reasonable transition period

Independent Contractor Relationship

  • Nimbul Systems operates as an independent contractor, not as an employee or agent
  • Fractional consultants are responsible for their own tax obligations and insurance
  • No employment rights, benefits, or statutory entitlements apply to this relationship
  • Client maintains no control over methods of work performance, only outcomes
  • Consultants may serve multiple clients simultaneously unless exclusivity is contracted
  • IR35 considerations are assessed for each engagement to ensure compliance

Compliance and Regulatory Requirements

  • All services comply with relevant UK industry regulations and standards
  • Financial services clients: compliance with FCA requirements where applicable
  • Healthcare clients: NHS Digital standards and patient data protection requirements
  • Export control regulations considered for international technology implementations
  • Anti-bribery and corruption policies strictly enforced in all business dealings
  • Modern Slavery Act compliance maintained throughout supply chain

Dispute Resolution and Governing Law

  • Disputes resolved through good faith negotiation in first instance
  • Mediation through Centre for Effective Dispute Resolution (CEDR) if negotiation fails
  • Arbitration available as alternative to court proceedings for commercial disputes
  • These terms governed by the laws of England and Wales
  • UK courts have exclusive jurisdiction for any legal proceedings
  • Consumer rights under UK consumer protection legislation remain unaffected

Dispute Resolution

We aim to resolve any disputes amicably through direct communication. If this is not possible, the following process applies:

1

Direct Discussion

Attempt resolution through good faith discussions

2

Mediation

Independent mediation if direct talks fail

3

Legal Action

Courts of England and Wales have jurisdiction

Changes to Terms

We may update these Terms of Service from time to time to reflect changes in our business practices or legal requirements. Material changes will be communicated to existing clients.

For questions about these terms, contact us at legal@nimbul-systems.co.uk
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