Nebuli® General Terms and Conditions
We keep our General Terms and Conditions agreement contained herein (the “Terms” or “Agreement”), as well as throughout our products, services, software, applications (“Apps”) and websites, under regular review. This agreement was last updated on November 5th, 2021.
Please read this Agreement carefully before accessing or using Nebuli® websites, service sites, apps, newsletters, content, video and audio feeds, events, social media channels, marketing and advertising campaigns, cloud platforms and any other related products, media and services (collectively “Products and Services”). By using our Products and Services, you confirm that you accept these General Terms and Conditions of use and that you agree to comply with them.
Other Applicable Terms and Policies
The following additional terms also apply to your use of Nebuli’s Products and Services:
1.1. Who we are
Nebuli is an ecosystem of Products and Services that applies Augmented Intelligence algorithms, human-centric design methodologies, behavioural analytics, economic research and other specialist activities to help customers with their digital transformation, digital ethics and specialist business and marketing strategies, both locally and internationally.
Unless stated otherwise, all Products and Services offered by Nebuli are owned and provided by Nebuli Limited (“Nebuli Ltd.”, “Nebuli”, “Company”, “we”, or “us”), Company Number 10622690, a limited company registered in England and Wales with the registered office address: White Collar Factory, 1 Old Street Yard, London, EC1Y 8AF, United Kingdom.
To get in touch, please email us via nebulistg.wpengine.com/contact. We do not use an office telephone number but we can engage with you via online video calls on request.
1.2. What these terms do
This agreement describes how Nebuli operates its Products and Services including, but not limited to, Products and Services accessible via or provided to you directly via the domains nebulistg.wpengine.com, nebu.li, subdomains and any other domains and websites owned by Nebuli (collectively, our “Websites”); cloud-hosted tools or Apps including, but not limited to, mobile, tablet, and any other software applications and plugins related to our Websites (collectively, our “Tools”); and images, videos, audio, text, playlists, metadata, and any other interactive material available through our Products and Services (collectively, our “Content”).
This agreement applies when you (“you”, “User” “Participant”, “Contributor”, “Visitor”, “Organisation”, “Company”, “Legal Entity”, “Member”, “Subscriber”, “Client” or “Customer”) access, visit or use any portion of our Websites, Tools, Content, Products and Services (collectively, our “Services”).
1.3. When these terms apply
In order to access or use our Services you must agree to these Terms, so please read them carefully. We recommend that you download these Terms for future reference. We will ask you to confirm that you agree to these Terms when you create an account to use any part of our Services and an agreement will come into existence between you and us when you confirm that you accept these Terms.
When you use our Services on behalf of a Company or Organisation, or any other legal entity, then by accepting these Terms you confirm that you have sufficient authority to enter into a contract on the Company’s, Organisation’s or legal entity’s behalf and that you understand and agree that the Company or Organisation or any other legal entity will be our customer and not you personally. Even if you have not set up a Company or Organisation or any other legal entity yet, you will be treated as a ‘trader’ and not a ‘consumer’ under the UK consumer law when you sign up to any of our Services and, once you have set up your Company or Organisation or any other legal entity, any further instructions you give us will be from the Company or Organisation or the other legal entity and not you personally.
1.4. These terms are subject to change
Please note that we reserve the right to revise or amend these Terms at any time to reflect changes to our business or changes in the law. Please note that it is your responsibility to check these Terms for any changes regularly before using or accessing any of our Services.
1.5. Statements throughout our Services
Nothing on any of our Services is, or should be taken as, legal advice or any other form of professional advice. None of the statements, articles or any Content featured throughout our Services should be relied upon when taking decisions of any kind, as they do not represent specific advice particular to your needs or situation. Please get in touch if you need our Services to support your needs via nebulistg.wpengine.com/contact.
2. Your Responsibilities
When using our Services (and our online communications infrastructure including any contact or subscription forms that we may offer you or add in the future on our Websites and throughout our Services) you agree:
- that any information you submit is accurate and truthful and that you will keep this information accurate and up to date;
- not to impersonate other people, particularly employees and representatives of Nebuli or our affiliates;
- not use obscene or vulgar language;
- not to submit information or content that is unlawful, misleading or otherwise objectionable including, but not limited to, content that is defamatory, abusive, offensive, racist, sexist, homophobic, threatening, vulgar, obscene, hateful, content which promotes or incites violence or is otherwise inappropriate;
- to refrain from using our Websites and online communications systems for unauthorised mass-communication such as “spam” or “junk email”; and to only use our Websites and Services for lawful purposes;
3. Data Protection
3.1. It’s your data and we respect it
Your personal and company data is sensitive and entitled to protection. We strongly believe and advocate the principle that your privacy is your power and it is a human right.
Where we mention “personal data” it is referring to data about you from which you could be identified – such as your name, your date of birth, your contact details and even your IP address. All rights, titles and interests in your data held by Nebuli and throughout Nebuli’s Services (where relevant) are 100% yours and we NEVER sell, disclose or make your data or information available to anyone without your explicit permission (other than being legally required such as by a court order).
Any personal, commercial, company and user-generated information will only ever be uploaded voluntarily by you and you confirm that you have obtained the necessary consent and have given appropriate notices to lawfully upload any individual’s personal data or company data to our Websites and Services for the duration and purposes of these Terms.
3.2. Data security
Your data is uploaded and downloaded over a secure connection, your credentials are encrypted and hashed. We never store (or even know) your password. Your personal and/or company data and any Confidential Information you may upload to our Services and Websites is stored securely, and only people you have assigned as members of your team (in addition to any persons approved under term 3.3.) can access your data, per the access permissions you assigned to those team members. We expect you to ensure that your team, particularly those you provide Admin access to, have strong passwords, ideally different from their login credentials used in any other (third-party) websites, such as, but not limited to, social network websites and apps.
We make sure that everyone who has access to or processes your personal data and/or company data on your behalf agrees to keep the data strictly confidential. This mainly includes Nebuli’s employees who are subject to confidentiality obligations under their employment contracts. If we engage any third parties to process personal data and/or company data on your behalf, we will ensure that they are subject to a duty of confidence before we share any such data with them.
3.3. Granting Nebuli’s staff access to your data
As part of our Services, you may occasionally contact us for customer support and/or we may need further details about your company and access to your data in order to adequately provide you with our Services, both online and offline. Thus, it may be necessary for our team members to access your personal and/or company data for the purpose of assistance, and to enable them to carry out the key Services that are necessary. This will only take place with your implied consent to do so, such as during an active conversation between yourself and Nebuli’s team members on our live video calls, face-to-face meetings or where it is necessary to answer a question you have asked them on email or live chat.
Once you have finished working with any of our team members, they will immediately remove their access from your personal and/or company’s databases, cloud accounts or online profile accounts in any of our Websites and Services. We also require our team members to regularly review the list of third-party data which they have accessed and to remove themselves from any personal; and/or company databases, cloud accounts or online profile accounts on our Websites and Services that they are not actively assisting to minimise the risk of any data breach.
Additionally, we recommend that you also have the ability to remove our team members from your personal and/or company’s databases, cloud accounts or online profile accounts on our Websites and Services at any time, so that only those who you have permitted to have access to your data has it.
3.4. Voluntary provision of your data
When you voluntarily supply your personal data to us, for example where you use our Websites to upload or send personal data (by contacting us via our Websites about our Services that we may offer to you, submitting applications for vacancies, or similar activities in which you volunteer data about yourself) contact us by post, telephone, email or SMS, report a problem with any of our Websites or Services, we may collect, store and use the personal data that you disclose to us. The personal data we collect from you may include your title, name, address, email address, company, job title, employment history and phone number – but will depend on precisely what details you volunteer to us as you interact with our Websites and Services.
3.5. Third-party websites and services
At Nebuli, our aim is to keep you informed to help you navigate through the murky waters of the ever-evolving post-digital transformation world. Hence, we share as much information as possible throughout our Websites and Services, which may contain hyperlinks to other websites offered by parties other than Nebuli (“third-party websites”). We occasionally share links and content from third-party websites and media outlets that feature Nebuli, our work, opinion pieces and market trends and such third-party websites are provided for your reference and convenience only.
Nebuli does not control these third-party websites and is not responsible for their content; nor does Nebuli’s inclusion of hyperlinks to such third-party websites imply any endorsement of the material on such websites or any association with their operators. Nebuli cannot be held responsible or liable for the accuracy of the information contained within the linked third-party websites or for any consequences arising from the use of their information, or for their data collection practices and their access to your private data. It is your responsibility to verify any information contained within the linked third-party websites before relying on them. Please note that the information contained within the linked third-party websites may be changed or updated at any time without any prior notice. Linked third-party websites may contain their own terms and conditions, privacy and cookie policies which we strongly advise you to locate and review.
Unless otherwise specifically stated on our Websites or Services, Nebuli does not endorse any product or service or make any representation regarding the reliability, quality or accuracy of any products, content or services featured in, or linked to, any advertisement appearing on third-party websites.
3.6. International data transfers
While Nebuli is currently a UK-based company, we operate an international business that serves customers around the world. If we need to transfer any personal data and/or company data outside your country (for example, if our service providers store personal data on servers outside in different locations around the world) we will ensure that appropriate safeguards are in place to keep your data secure, and that effective legal remedies are available for data subjects, or that there is an ‘adequacy decision’ or ‘adequacy regulation’ (as defined in the UK’s Data Protection Act 2018).
If we need to transfer any data, we will comply with our obligations under the relevant Data Protection Laws to provide an adequate level of protection to any personal data and/or company data that is transferred. As a way of guidance, your information may be stored and processed in the US, UK, EU or other countries or jurisdictions outside the US where Nebuli has facilities. We are currently storing data in the UK and the EU and so, by using our Services, you are permitting and consenting to the transfer of information, including your personal data, outside of the US.
4. Confidential Information
In the course of assisting you with any of our Services, both of us understand that the other party has disclosed or may disclose business, technical, financial or other confidential, sensitive or proprietary information relating to their business (“Confidential Information”). Confidential Information includes non-public information regarding features, functionality and performance of our Service, non-public information data provided by you to us to enable the provision of our Services (such as, but not limited to, company data, business plans, financials, pitch decks, investor interest information, customer information, market research data, etc), and any other information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential. Both of us agree:
- to take reasonable precautions to protect such Confidential Information; and
- not to use (except in the performance of our Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information.
The foregoing provisions will not apply with respect to any information that any of us can prove:
- is or becomes generally available to the public;
- was in its possession or known by it prior to receipt from the other party;
- was rightfully disclosed to it without restriction by a third party;
- was independently developed without use of any Confidential Information owned by the other party; or
- is required to be disclosed by law.
5. Intellectual Property
5.1. Proprietary rights
We own and retain all right, title and interest in and to:
- the Websites and Services, all improvements, enhancements or modifications thereto,
- any software, applications, inventions or other technology developed in connection with our Services or support or Websites, and
- all intellectual property rights related to any of the foregoing, including but not limited to all text, published material, document creation/uploads, sound, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, artwork, interactive content, algorithms and computer code, including but not limited to the design, structure, selection, coordination, expression, and “look and feel” of our Websites and any related Services.
Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
However, you will own all right, title and interest in and to your personal data and Confidential Information related to your online account profiles throughout our Websites and Services. No rights or licenses are granted except as expressly set forth herein.
All Content included throughout our Websites and Services, unless uploaded by Users, is the property of Nebuli, our affiliates or other relevant third parties (where applicable). In these Terms, Content means any text, graphics, images, audio, video, software/apps, data compilations, page layout, underlying code and algorithms and any other form of information capable of being stored in a computer or server that appears on or forms part of our Websites and/or Services, including any such content uploaded by Users. By continuing to use our Websites and/or Services you acknowledge that such Content is protected by copyright, trademarks, database rights and other intellectual property rights. Nothing on our Websites and Services shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed throughout our Websites and Services without the explicit permission granted by Nebuli or the copyright owner (where applicable) in writing.
You acknowledge and agree between you and Nebuli that Nebuli owns the Nebuli®, Clientlab®, Datastack®, Augmented Intelligence Studio® trademarks, service marks, logos and other brand designations, as well as other trademarks (collectively “Trademarks”). Other (i.e. Third Party) trademarks may also appear throughout our Websites and Services with permission from their respective owners. You MUST be aware that any unauthorised use of Trademarks may constitute trademark infringement, which could subject you to substantial civil penalties.
6. Acceptable and Prohibited Uses
6.1. Acceptable use
You may, for your own personal, non-commercial use only, do the following:
- retrieve, display and view the Content on a computer screen,
- download and store the Content in electronic form on a disk (but not on any server or other storage device connected to a network),
- print one copy of the Content.
You must not otherwise reproduce, modify, copy, distribute or use for commercial purposes any Content without the written permission of Nebuli.
You acknowledge that you are responsible for any Content you may submit via our Websites and Services, including the legality, reliability, appropriateness, originality and copyright of any such Content. You may not upload to, distribute or otherwise publish through our Websites and Services any Content that
- is confidential, proprietary, false, fraudulent, libellous, defamatory, obscene, threatening, invasive of privacy or publicity rights, infringing on intellectual property rights, abusive, illegal or otherwise objectionable;
- may constitute or encourage a criminal offence, violate the rights of any party or otherwise give rise to liability or violate any law; or
- may contain software viruses, political campaigning, chain letters, mass mailings, or any form of “spam.”
You may not use a false email address or other identifying information, impersonate any person or entity or otherwise mislead as to the origin of any content. You may not upload commercial content onto our Websites and Services. You represent and warrant that you own or otherwise control all the rights to the Content you post; that the Content is accurate; that use of the Content you supply does not violate any provision of these Terms and will not cause injury to any person; and that you will indemnify Nebuli for all claims resulting from Content you supply.
6.2. Prohibited use
You may not use our Websites and/or Services for any of the following purposes:
- in any way which causes, or may cause, damage to our Websites and/or Services or interferes with any other person’s use or enjoyment of our Websites and Services;
- in any way which is harmful, unlawful, illegal, abusive, harassing, threatening or otherwise objectionable or in breach of any applicable law, regulation, governmental order;
- making, transmitting or storing electronic copies of Content protected by copyright without the explicit permission granted by Nebuli or the copyright owner (where applicable) in writing.
7. Limitation of Liability
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our team and for fraud or fraudulent misrepresentation.
Notwithstanding anything to the contrary, we and our officers, affiliates, representatives, contractors and employees will not be responsible or liable with respect to any subject matter of these Terms related thereto under any contract, negligence, strict liability or other theory of liability:
- for use of our Websites, Services or for error or interruption of use of the Websites or Services;
- for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business;
- for any indirect, exemplary, incidental, special or consequential damages;
- for any matter beyond our reasonable control; or
- for any amounts that, together with amounts associated with all other claims, exceed the fees paid by you to us for the Services under these Terms in the 12 months prior to the act that gave rise to the liability, in each case, whether or not we have been advised of the possibility of such damages.
8.1. Disclaimer of warranties
Except as expressly provided herein, neither party makes any warranties of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any warranties of merchantability, fitness for a particular purpose, or non-infringement, and any warranties arising out of course of dealing, course of performance or use of trade to the maximum extent permitted by applicable law. Our Services are provided to you strictly on an “as is” basis. Nebuli shall have no responsibility for determining that your proposed use of our Websites and/or Services complies with applicable laws and regulations in your jurisdiction(s). You acknowledge and agree, that no advice or information, whether oral or written, provided by us will create any warranty or condition not expressly stated in this agreement.
8.2. No claims against individuals
You agree to bring any claim (including negligence) in connection with any of the Services only against us, and not against any individual, however described.
8.3. Cannot guarantee uninterrupted operations
Whilst we do not guarantee that our Websites or any Services available through them will always be available or be uninterrupted or error free, we will use reasonable efforts consistent with prevailing industry standards to maintain our Websites and Services in a manner which minimises errors and interruptions in our Websites and/or our Services. We will perform regular updates, technical maintenance and system upgrades in a professional and workmanlike manner. Our Websites and Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance or because of other causes beyond our reasonable control, but we will use reasonable efforts to communicate this via social media channels or on our Websites, and we will aim to provide (where possible) an estimated time by which our Websites and Services will resume their normal operations.
8.4. Bugs & Viruses
While we take robust precautions to ensure our Websites and Services contain minimal bugs and no viruses, with regular security upgrades throughout our information technology (IT) infrastructure conducted both by us and our carefully selected IT partners and suppliers, we do not guarantee that our Websites and/or Services will be 100% secure or free from bugs or viruses.
Nebuli assumes no responsibility or liability for any damages (including, but not limited to, any damages caused by viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful) to your computer software, applications, platforms, databases, equipment or any other information technology property in connection with your access to or use of our Websites and Services or your downloads of any data, text, images, files or any other materials from our Websites and/or Services. You are responsible for configuring your information technology, computer programmes, software and platforms in order to access our Websites and Services. You should use your own virus protection software and firewalls and stay informed about our regular updates.
You must not misuse our Websites or Services by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Websites, Services or servers on which our Websites or Services are stored or any servers, computers or databases connected to our Websites and/or Services. You must not attack our Websites and/or Services via a denial-of-service attack or a distributed denial-of service attack. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Websites and Services will cease immediately.
8.5. Allocation of risk
These Terms fairly allocate the risks between us, on the one hand, and you on the other. You acknowledge and agree that the pricing of our Services reflects this allocation of risk and the limitation of liability specified herein and that we would not enter into this agreement without such allocation and limitation.
By entering into an agreement under these Terms on behalf of a company or any other legal entity, you represent that you have the appropriate authority to bind such entity and its affiliates to these Terms. In which case the terms “you”, “your” and “user” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these Terms, you must not accept any agreement under these Terms and may not use our Websites and Services.
9.2. Appropriate use
You confirm that:
- you are over 18 years of age;
- are only using our Websites and Services for your own personal use or as a person with appropriate authority on behalf of a company or any other legal entity;
- that you comply with all applicable laws, rules, regulations and court orders; and
- that you adhere to all our published policies then in effect.
Should you not be able to confirm the above you must stop using our Websites and Services immediately.
You warrant that you will not, directly or indirectly:
- reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to our Websites, Services or any software, documentation or data related to our Websites and Services (“Software”);
- modify, translate, or create derivative works based on the Websites, Services or any Software (except to the extent expressly permitted by Nebuli or authorised within our Websites and Services);
- use our Websites, Services or any Software for time-sharing or service bureau purposes or otherwise for the benefit of a third party;
- introduce or permit the introduction of any virus into our IT systems;
- access all or any part of our Websites or Services in order to build a product or service which competes with us; or
- remove any proprietary notices or labels from our Websites or Services.
10. Our License to You
With respect to any contracts, documentation, forms, funding agreements, or any other material obtained through, exported, or created for you by Nebuli and/or created via or made available via our Websites and/or Service (the “Materials”), we hereby grant you a non-exclusive, non-transferable, non-sublicensable license to use such Materials only in connection with the Services we made available to you or agreed to provide to you.
11. Right of Indemnification
11.1. Your indemnity to us
You hereby agree to indemnify and hold us harmless against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action howsoever arising as a result of an alleged violation of these Terms or otherwise from a User’s use of the Materials, Websites or Services.
You further agree to indemnify and hold us harmless against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action howsoever arising as a result of your failure to observe your obligations under the Data Protection Legislation (including but not limited to, providing any required notices to and obtaining any required consents from data subjects) or arising as a result of us complying with any documented instructions you give us.
11.2. Our indemnity to you
We will indemnify you and hold you harmless against any claims by third parties resulting from any alleged infringement by the Service of any UK patent or misappropriation of any trade secret, provided we are promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defence and/or settlement; We will not be responsible for any settlement we do not approve in writing.
The foregoing obligations do not apply with respect to portions or components of our Websites and/or Service:
- not supplied by us,
- made in whole or in part in accordance with your specifications,
- that are modified after delivery by us,
- combined with other products, processes or materials where the alleged infringement relates to such combination,
- where we continue allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or
- where your use of our Websites or Service is not strictly in accordance with these Terms.
If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by us to be infringing, we may, at our option and expense:
- replace or modify limited aspects of our Websites and/or Services to be non-infringing, provided that such modification or replacement contains substantially similar features and functionality,
- obtain for you a license to continue using our Websites and Services, or
- if neither of the foregoing is commercially practicable, terminate our agreement under these Terms and your rights hereunder and provide you a refund of any prepaid, unused fees for any of our Service (where applicable).
12. General Payment Information
All fees are payable together with any VAT described for each Service you subscribe for or purchase in accordance with these Terms (the “Fees”). All fees (where applicable) are displayed in detail in the relevant online pages or provided by our sales team to you on request. We reserve the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Service term chosen by you or then‑current renewal term upon prior notice to you.
For subscriptions or purchases made on any of our Websites, payment is due on the terms applicable to that subscription or purchase as displayed at the point of purchase. For purchases that are invoiced by Nebuli, payment is due on the invoice date. Unpaid amounts may result in termination of your chosen Service.
You will be responsible for all taxes associated with your use of our Services that are attributable or due by you. If an applicable tax authority requires us to pay any taxes that should have been payable by you, we will advise you in writing, and you will promptly reimburse us for the amounts paid.
You agree that any violation by you of these Terms will constitute an unlawful and unfair business practice, and will cause irreparable harm to us, for which monetary damages would be inadequate, and you consent to us obtaining any injunctive or equitable relief that we deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies we may have at law or in equity. Any failure by us to enforce any provision in these Terms will not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time. If any clause in these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
All notices/communications under these Terms will be deemed to have been duly given when received by post at our Registered Office Address, or if transmitted by email to firstname.lastname@example.org. Such notice will be deemed received three business days after posting if sent by first class post, the day after sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.
13.3. Applicable law
These Terms shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
13.4. Entire agreement