Please note that all defined terms used in this document (as highlighted in bold text) are as set out in the table at the end of this document.

By registering an account with Nimbla Limited via the website, “app.nimbla.com” (referred to as ‘Nimbla’), You will be deemed to have read and accepted the Terms. Please read these Terms carefully and if You have any questions please email Us at [email protected] and do not register an account until You are comfortable with these Terms.  You are responsible for ensuring that all persons who access Nimbla through Your internet connection are aware of these Terms and other applicable terms and conditions, and that they comply with them.

These Terms should be read in conjunction with the Privacy Policy available at www.nimbla.com as well as the applicable insurance policy documents, which are made available to You prior to completing a purchase.  Specific insurance policy terms and conditions will prevail over any of the terms below should any contradiction arise.

About Nimbla and Our Insurance Service

Nimbla Limited is an appointed representative of Davies MGA Services Limited of 5^th Floor, 20 Gracechurch Street, London, EC3V 0BG, a company authorised and regulated by the Financial Conduct Authority (“FCA”) under Financial Services Register number 597301 to carry on insurance distribution activities (“Davies MGA”).  You can verify these details by visiting the FCA’s website (www.fca.org.uk/register) Nimbla Limited is a company registered in England and Wales with company number 12406548, and whose registered office is at 133 Whitechapel High Street, London, England, E1 7QA.

Nimbla is the designer, manufacturer and distributor of an invoice insurance product comprising a flexible cloud based credit control, risk insight and trade credit insurance platform allowing You to monitor and limit Your trade credit exposure. This service is made possible either through easy integration with Your Accounting Software, allowing Us access to real time information regarding Your trading history, or on an invoice by invoice basis.

As a customer of Nimbla, if You have any questions or concerns regarding Our products, please always contact Our Support Team directly by emailing [email protected] or calling Us on 020 3984 8833.

As We are an insurance intermediary and not an insurance company, We have entered into  contractual agency relationships with Accelerant Insurance Europe SA (“Accelerant”) and Greenlight Re Syndicate 3456, a Lloyds of London Syndicate, managed by ASTA Managing Agency Ltd (“Greenlight Re Syndicate 3456”) (Insurer(s)).  It is through our relationship with the Insurers that We are able to collect the premium and distribute Our insurance products.  Neither We nor Accelerant or Greenlight Re Syndicate 3456 have a direct or indirect holding in each other representing more than 10% of the voting rights or capital.  When providing this insurance service We act for and on behalf of the Insurer.

Any insurance claims You make must be notified directly to Us at [email protected].  For more information, please refer to the policy documents.

Nimbla Limited may transfer its rights and obligations under these Terms to another organisation.  We will always tell You in writing if this happens and We will ensure that the transfer will not affect Your rights under the contract.

Helping You make an informed decision and Customer disclosure

Whilst We do not offer any advice or make a personal recommendation regarding the suitability of the insurance products provided, We do provide Our customers with the information needed to make their own informed decision on whether this insurance suits their needs.  Nimbla insurance products meet the needs of customers who wish to cover their invoices against non-payment, and only in the event of insolvency for some products offered, as clearly specified on the individual product pages.

Nimbla is able to offer analysis by reviewing the Accounting Data You provide alongside aggregated Accounting Data provided by all of Our Users. When You register with Nimbla You warrant that You will maintain accurate and up to date records of Your trading history with relevant third parties. You confirm that You will not manipulate, distort or otherwise provide inaccurate information in a manner that may lead to a misleading representation of any third party, to the Nimbla service directly or through Your Accounting Software.

You owe a duty to make a fair presentation of the risk to the Insurer.  You have a duty to disclose to the Insurer every material circumstance which You know or ought to know after a reasonable search or which is sufficient to put the Insurer on notice that it needs to make further enquiries for the purpose of revealing those material circumstances.  In addition, You have a duty to disclose information in a clear and accessible manner.

A circumstance is material if it would influence a prudent Insurer’s judgement in determining whether to take the risk and, if so, on what terms.

Failure to disclose a material circumstance may entitle an Insurer to:

• in some circumstances, void the policy from inception and in this event, any claims under the policy would not be paid.
• impose different terms on Your cover; and/or
• reduce the amount of any claim payable.

This duty applies:

• before Your cover is arranged;
• taking out a new policy or product: and
• at any time that it is varied.

The analysis generated by Nimbla Limited is provided for general information only and is based on information that You provide.

Although We make reasonable efforts to update the information on Nimbla, We make no representations, warranties or guarantees, whether express or implied, that the information on, or generated by, Nimbla is accurate, complete or up to date.

By agreeing to these Terms You warrant that You possess all necessary consents or waivers to grant Us access to Your Accounting Data, and that We have the right to freely use this information as stated in these Terms.

Nimbla Limited may, from time to time, request that You verify any Accounting Data You have provided to Us, and confirm that You will cooperate with such requests, providing any requested information and assistance as We may reasonably require and You will do so at Your own cost.

We amend these Terms from time to time.  We may also update and change Nimbla from time to time to reflect changes to Our products, Our Users’ needs and Our business priorities.  We will try to give You reasonable notice of any major changes.

Use of Information

Nimbla Limited shall make all reasonable efforts to provide the Nimbla services and associated features, however Nimbla Limited shall not be held liable when failure to do so results from factors outside of Our control. Such external factors include, but are not limited to, the failure or improper performance by third parties who provide outsourced services utilised in the delivery of Nimbla, any failure on Your part to maintain a connection between Nimbla and Your Accounting Software, or should You provide inaccurate information and Accounting Data.

We aim to protect Your identity and will only disclose this if reasonably required to do so by operation of law or in accordance with a court order, or if We believe it is appropriate in all of the circumstances to do so.

Payment for Nimbla service

The Nimbla service is currently free of charge to join. Should We introduce a charge for a subscription at a later date, You will be given reasonable notice via email prior to any restrictions to the service available to You as a free user in advance. You will be under no obligation to become a paying subscriber and may choose to close Your Nimbla account at any time.

Insurance and other products are available at additional cost to You. Estimated prices will be available during the sales journey, and final quotes for insurance premiums will be made clear prior to the purchase of any insurance product from Nimbla Limited.

Nimbla Limited is under no obligation to offer or provide insurance.

Charges

Some of Our products may have an administration charge applied to them, payable by Our customers, for arranging or administering their insurance policies. If an administration charge is applicable to a product, it is clearly shown on the specific product page.

Any commission We receive from the sale of insurance, is by way of commission payable from the Insurer, which is calculated as a percentage of Your insurance premium. The commission will be paid to Us once Your insurance has been arranged.

We are not permitted to hold client money.  We have entered in to a written agreement with Accelerant and Greenlight Re Syndicate 3456, that all premiums You pay to Us are held on trust as agent of the Insurer by our regulatory principal Davies MGA.  In accordance with these Terms, premiums are treated as being received by the Insurer when received into the Davies MGA insurer trust bank account and any premium refund is treated as received by You when it is actually paid over to You.

Insurance policy terms

When a policy is issued, You are strongly advised to read it carefully, as it is that document, the schedule and any certificate of insurance that details the cover that You have in place.  If You are in doubt over any of the policy terms and conditions, please contact Us promptly.

Use of material on the Website

We are the owner and/or the licensee of all intellectual property rights in Nimbla, and in the material published on it and/or generated by it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.  The resell of any of the material contained within or downloaded from Nimbla is strictly prohibited.

Subscription Products

Where applicable, You shall pay the Subscription Fees to Nimbla upon completion of Your purchase, and monthly thereafter in advance.  Payment will be made through third-party payment providers such as Stripe.

The subscription is cancellable at any time by providing no less than one months’ notice by email to [email protected].

All amounts and fees stated or referred to for Subscription Products are exclusive of VAT where applicable.

We reserve the rights to suspend and disable access to service immediately if You fail to pay any sums due under these Terms.

Report Purchase Only

You will pay for the chosen report package in full at checkout, which will be via a third party payment provider such as Stripe.

No refunds will be available for any number of reports purchased but not used.

Any subsequent purchase by You will be treated as a new transaction.

End of Service

Should Your membership be cancelled at any time, access to related features will be immediately suspended.

Access to the Nimbla service may be terminated should either party be found in breach of these Terms. In such instances, written notice must be provided to the other party, and termination shall occur if the breach has not been rectified within 30 days. Termination shall nullify any further liability for performance of the Nimbla service to You.

Should Your access be terminated, or if You choose to close Your account with Nimbla, You may request that We delete any information We hold relating to You. Please contact [email protected] if You would like Us to do so.

We may delete, and without notice to You, all information held by Nimbla Limited relating to You should Your access to the Nimbla service be terminated or if You choose to close Your account.

Accounting Data that has been anonymised and cannot be directly or indirectly linked to You or Your Firm may remain with Nimbla.

Compliance with Relevant Law

We undertake to comply with the Data Protection Act (2018) (“The Act”)and all other applicable UK statutes, laws, regulations, directives or requirements made by any government authority or equivalent regulatory body with relevant jurisdiction relating to the protection of Personal Data.

The Act applies to Personal Data. Any Personal Data You enter into the Nimbla service will be protected by The Act, as well as correspondence with Nimbla Limited.

You are responsible for the accuracy of this data and are liable for any damage resulting from Your failure to provide accurate data.

We may from time to time use Personal Data regarding Your customers that You have provided either directly or indirectly through Your Accounting Software. This Personal Data may be used to chase payment, instruct debt collection agencies or claims processing agencies. Personal Data of Your customers may be passed to those third parties involved in providing the Nimbla service (including, without limitation, Our group companies and specific integration partners) and as applicable laws may permit. You must have authority to provide Us with this information and to authorise Us to process this Personal Data as described in these Terms.

Liability

If You are in breach of these Terms You agree to indemnify Us in respect of any and all direct losses, costs or damages (including reasonable legal fees) incurred by Us in relation to or arising out of such breach.

We do not exclude or limit in any way Our liability to You where it would be unlawful to do so.

We exclude all implied conditions, warranties, representations or other terms that may apply to Nimbla or any content on it.

We will not be liable to You for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

• use of, or inability to use, Nimbla; or
• use of or reliance on any content displayed on the Website.

In particular, We will not be liable for:

• loss of profits, sales, business, or revenue;
• business interruption;
• loss of anticipated savings;
• loss of business opportunity, goodwill or reputation; or
• any indirect or consequential loss or damage.

Security and Service Availability

We do not guarantee that Nimbla will be secure or free from defects and/or faults.

You are responsible for configuring Your information technology, computer programmes and platform to access Nimbla. You should use Your own virus protection software.  You should keep Your account details (including any passwords) safe and not disclose them to any third party.

You must not use Nimbla in any way which causes, or may cause, damage to the software or performance of Nimbla or interferes with any other person’s use or enjoyment of it, or use Nimbla in any way which is breach of any applicable law, regulation or governmental order.

We do not guarantee that Nimbla, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of Nimbla for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

Conflicts of Interest

Nimbla Limited and any companies connected to it by common control, closely monitor whether any of our activities may be perceived as or result in a conflict of interest arising from its operations.

All potential conflicts of interest and mitigations are recorded and managed in our compliance register, which is available upon request.

Complaints

We strive to offer an excellent level of service in all aspects of our business, but if You are not happy, We ask that You contact Us as soon as possible so We can seek to reach a fair and timely resolution to Your complaint.

Our complaints procedure is available upon request.

You can contact Us at any time by emailing support @nimbla.com or calling Us on 020 3984 8833 between the hours of 9:30am – 5:30pm Monday to Friday.

If You are not happy with how We have handled a complaint, this can be escalated to the Financial Ombudsman Service (“FOS”).:

You can obtain further information including how to contact the FOS from www.financial-ombudsman.org.uk, email: [email protected], or phone: 0800 023 4567

Financial Services Compensation Scheme

As the Appointed Representative of Davies MGA Services Limited, We are covered by the Financial Services Compensation Scheme (“FSCS”).  If We are unable to meet Our obligations, You may be entitled to compensation from the scheme depending on the type of insurance and the circumstances of the claim.  Further information is available from the FSCS at www.fscs.org.uk.  Their telephone number is 0800 678 1100 or 020 7741 4100.

Other Terms

You may not assign, license or transfer any of Your obligations under these Terms to a third party. Nimbla Limited may freely assign its rights and obligations under these Terms.

Should either party fail to, or delay, exercise of any right or solution available under these Terms, this will not impede that party’s ability to exercise such rights in the future. A waiver granted relating to a breach of these Terms shall not extend to any further breaches.

These Terms, in conjunction with any related documents specified within these Terms, shall constitute the whole agreement between both parties.

Each provision or part of a provision included within these Terms is separately enforceable. Should part of a provision be deemed unenforceable or invalid by a court or other administrative authority with relevant jurisdiction, all other provisions and parts of that provision remain enforceable.

Should a provision or part of a provision be found unenforceable in its current form, but would be enforceable with the removal of words within the relevant provision, then the provision shall apply with such modifications deemed necessary.

A person not party to this agreement has no rights, under the Contracts (Rights of Third Parties) Act 1999, to enforce any of these Terms, however this does not affect any right or remedy that exists or is available apart from that act.

These Terms are governed by English law. Both parties agree to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claims (including non-contractual disputes or claims).  We supply the policy documents and communicate with You in English only.  Insurance documentation is provided in electronic formats by email.

Definitions