1. Introduction

You agree that by registering a user profile on Nimber, you are entering into a legally binding agreement with Nimber. Furthermore, you agree that by using the Service, you agree to those provisions of this document which concerns the content on the Service and your conduct thereon.

If you do not want to use the Service and be bound by the provisions of this Agreement, do not register as a User.

Nimber reserves the right to amend the Agreement at any time. In the event that a change is significant, we will display a notice on the Nimber website or send you an email. The change will be effective as of its notification to the User.

The User enters into this agreement regarding the use of the Nimber services with Nimber Limited, a company registered in England and Wales with company registration number 09359744, whose registered office is at c/o Legalinx Limited, 1 Fetter Lane, London EC4A 1BR ("Nimber").

IMPORTANT INFORMATION

Nimber is a matching service and not a delivery transport solution.

It is not a commercial service, rather it allows Bringers to be reimbursed in full or in part their costs for travelling to another location.

Senders cannot send any items that would be illegal to be transported in any country. For greater certainty the following items must not be transported between Senders and Bringers including but not limited to: firearms or components of firearms, weapons, corrosive or hazardous substances, drugs and tools capable of being used as weapons and explosives.

In addition Nimber has the right to object to any item that may be transported using the Service, if Nimber is aware of what is to be transported and has reasonable grounds for objecting.

If you have concerns over what items may be transported using the Service, please contact us at support@nimber.com.

If Bringer’s activity is commercial then it must adhere to all laws governing transport of goods, including and not limited to having the required insurance, licenses and/or permits.

2. Definitions

Capitalized words in this Agreement shall have the meaning set out below:

Agreement

shall mean this document and any documents it refers to

Parties

shall mean the User and Nimber

Service

shall mean the service of facilitating contact between Users of the Service via the web, mobile app, or otherwise

Users

shall mean all users of the Service, including Senders and Bringers

Bringers

shall mean Users who enter into a contract with a Sender to transport an item from and to agreed locations and by the agreed means of transport, and who undertakes to perform such transport

Usage Rules

means the recommended rules between Users

Senders

shall mean Users who enter into a contract with an Bringer, and who is requesting the transportation

Website

shall mean the website on which the Service is provided

3. The service

3.1 General; changes to the Service

By entering into this Agreement, the User obtains access to the Service as it is offered from time to time. Nimber is free to add, remove or change features or functionality of the Service. Nimber will make reasonable efforts to inform you of such changes by making available such information on the website or otherwise.

3.2 Core features of the service

Nimber matches Senders and Bringer on the move to utilize available transport capacity. The Service matches Senders with a need to have something transported with Bringers willing to do the transportation. All registered Users can act both as Senders and Bringers. The Service provides the ability to match these two parties. After matching, Users finalise transportation arrangements directly. Nimber provides Usage Rules which contains recommended terms and conditions between the Sender and the Bringer.

Users enter into a direct agreement with each other and Nimber is not a contractual party to such agreement entered into between Users. Nimber merely supplies the medium for Users to connect with each other and to facilitate payments for Services and other added-value services rendered between Users.

While Nimber requests information to identify registered Users, the Service is dependent on the Users providing correct information. Consequently, Nimber does not take any responsibility for the actions or omissions of any Users connecting via the Service and neither does Nimber assume any responsibility for the accuracy or reliability of User information or any other information on the Service.

The Bringer understands that items sent may be packaged or wrapped, but it is not a requirement that the item is packaged or wrapped. Any damage to the item due to lack of packaging or wrapping is not the responsibility of the Sender.

4. Communications

As a User of the Service you agree to receive communications from Nimber. This communication is related to you being a user of the Nimber Service, and might happen through e-mail, phone, SMS, in app push messages or post. The content of this communication might be service messages, status messages related to tasks, matching messages and newsletters from Nimber. You can at any time unsubscribe from the newsletters, and change the notifications settings. Some system critical messages cannot be turned off.

5. Users

5.1 Registration

The User can be a natural or a legal person 18 or older, or a company. All Users are required to register a profile in order to use the Service.

Nimber uses the information you provide to facilitate the contact between different Users of the Service so that a request can be handled by the Driver undertaking to perform the transportation service.

5.2 Registration and information

When you register as a User, we might need the following information:

• Name
• Address
• Credit card information
• Facebook, Twitter, profile information (and such mediums)
• Bank Account number for payments between Users
• Picture of the User
• Other information about the User that will contribute to the verification process.

The information is used to establish contact between Users, manage the Agreement and to take reasonable measures to verify the identity of Users.

In addition, you may need to provide further information in connection with each individual transaction which allows the Sender to determine the means of transport, etc.

Although we use techniques that aim to verify the accuracy and truth of the information provided by our users, user verification on the internet is difficult. Nimber cannot and does not confirm, and is not responsible for ensuring, the accuracy or truthfulness of Users' purported identities or the validity of the information which they post on our site.

All personal information is stored securely and treated in accordance with applicable legislation. You have the right to information about the data we have stored about you, and to demand that any errors are corrected. Further information regarding our use of personal information can be found in our Privacy Policy and which forms part of this Agreement.

5.3. Registration and Warranties upon Registration

To be able to use Nimber's Services the User must register an account prior to using any of the Services. The User warrants and represents that all of the data provided by the User for registration is true, accurate and complete. The User shall report any changes in the registration data to Nimber without undue delay. Failure to adhere to said condition is a fundamental breach of this Agreement.

6. Usage rules

The following usage rules shall apply for your use of the Service:

• The Matching Fee is an integral part of our service. It must be paid regardless of whether the transaction is completed within the Nimber system or not. Any attempt to circumvent said fee is a breach of this Agreement. Nimber reserves the right to recover said fee and pursue damages from those parties that attempt to circumvent the service and notify the appropriate legal authorities.
• The User shall provide only accurate, true and non-misleading statements in the User profile. It is the User's responsibility to keep the information accurate and updated.
• The User shall comply with all applicable legislation and respect all third party rights. In particular, the User shall not use the Service to transport any prohibited goods or use the Service to violate any applicable laws.
• The User may report any activities of any other user which violate applicable laws and/or any of the terms and conditions of the Agreement by contacting Nimber.
• The Sender is responsible for the accurate description of goods to be transported using the Service. Where the Sender inaccurately describes the description of the goods to be transported, there may be legal implications for the Sender misrepresenting the goods to be transported.
• When transporting animals, i.e. pets or livestock, Bringer is responsible to adhere to all laws governing said transport, including having the proper licenses & permits. Notwithstanding said laws, the Bringer warrants that it will take every possible precaution to safeguard the wellbeing of animals during transport and that it has the expertise and ability to carry out such a delivery.
• The Users are solely responsible for customs, legal and/or financial issues related to the transport of goods, including but not limited to issues arising out of cross border transports.
• If the User is aware that any unauthorized use of their authentication credentials and/or violations of their confidentiality, the User undertakes to promptly communicate it to Nimber.
• When posting a request for Delivery, Sender warrants that said request is real and valid. Should circumstances change, Sender is responsible for removing said request (Delete the request).

7. Nimber's obligations - Availability

Nimber shall use reasonable endeavours to ensure that Service will be available at all times. However the User acknowledges and agrees that events related to maintenance, security or capacity requirements, and/or events beyond Nimber's control may result in malfunctions or interruptions of the Service. Nimber excludes to the fullest extent permitted by law, all liability for damage caused by any such interruption or errors in functioning.

8. No warranties or representations

8.1 Disclaimer

Nimber provides the platform on which Users can connect so as to enable them to enter into agreements directly with each other for the provision of transport services and Nimber takes no responsibility for the type of goods transported or for the performance of the transport service itself, these are matters between the Sender and the Bringer.

Nimber makes no warranties or representations regarding any data and/or information published or otherwise made available on the Service from Users of the Service, or on any external websites linked to or referred to on the Service.

8.2 Liability

Neither Nimber nor its directors, agents and employees, shall be liable to you in contract, tort, including negligence, or otherwise for any business losses, such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption or for any losses which are not reasonably foreseeable by us arising, directly or indirectly from:

• your use of or your inability to use our Services;
• delays or disruptions in our Services;
• viruses or other malicious software obtained by accessing, or linking to, our Services;
• glitches, bugs, errors, or inaccuracies of any kind in our Services;
• damage to any electronic device using the Service.

Where you are subject to a jurisdiction that does not allow the disclaimer of warranties or exclusion of damages, such disclaimers and exclusions may not apply to you.

You accept sole responsibility for the legality of your actions under laws applying to you and the legality of any items you transport using the Service.

Where the preceding exclusion fails to apply, if Nimber is found liable, our liability to you or to any third party is limited to the greater of (a) the aggregate amount of Matching Fees incurred during the 6 months prior to the action giving rise to the liability, or (b) £100.

Nothing in this User Agreement shall limit or exclude our liability for fraudulent misrepresentation, for death or personal injury resulting from our negligence or the negligence of our agents or employees or for any other liability that cannot be limited or excluded by law.

9. Indemnification

By providing information to Nimber, you as a User, represent and warrant that you are entitled to submit the information and that the information is accurate, true, not confidential, and not in violation of any contractual restrictions or other third party rights.

You shall indemnify and hold Nimber harmless for all damages, losses and costs related to all third party claims, charges, and investigations, caused by (1) your failure to comply with this Agreement, including, without limitation, your submission of information that infringes third party rights or applicable laws or your failure to comply with the Usage Rules, (2) any information you submit to the Services, and (3) any activity in which you engage on or through the Service.

Nimber makes reasonable efforts to verify the identity of registered Users. However, Nimber explicitly disclaims any liability in connection with Users who submit inaccurate or incorrect information. The User warrants and shall indemnify and hold harmless Nimber for any loss due to inaccurate or incorrect information being submitted by the User, or the registered profile being used by someone else than the registered User.

10. Personal data

10.1. Our use of personal data

When registering with Nimber you the User agree that Nimber may use and store the information provided by you in order for Nimber to manage and maintain the relationship with the User. Nimber may contact you at the email address specified in your profile with information about services and new offers from Nimber.

You have the right to request access to the information we have stored about you as well as requesting that we correct any erroneous information we have stored about you. For any queries regarding our use of personal data, see our privacy policy or please contact support@nimber.com.

11. Intellectual property rights

Nimber shall retain any and all intellectual property rights to all features and content of the Service, including but not limited to pictures, video, audio, text, design elements and source code. Subject to compliance with the terms of this Agreement, the User is granted a royalty-free (subject to any fees for accessing the Service being paid), non-exclusive, non-transferable license to use the Service in accordance with this Agreement throughout the term of this Agreement.

12. Prices and payment

12.1 Prices

The price consists of several elements, (i) the price for the transport service which is solely subject to agreement between the Bringer and Sender, (ii) the price for the Service provided by Nimber (the “Matching Fee”) and, (iii) price of other premium services that Nimber may add from time to time.

The price for the service offered by the Bringer is agreed by the Sender and shall be as set out in the agreement between the Users. The Sender will confirm any changes to the price if such a price is changed from the original price.

The Matching Fee includes VAT (when applicable), and is based on the price of transport cost as agreed between the Users. It may change from time to time, depending on the delivery type, distance, speed or for any other reason, at the sole discretion of Nimber. Such fee will always be communicated by Nimber.

12.2 Payment

Senders may pay the agreed price for the transport service by using a credit card or via any other method authorised by Nimber.

Senders shall pay the Matching Fee directly to Nimber by using a credit card immediately following the completed transport, and the Sender hereby consents to Nimber charging the Matching Fee from the credit card provided upon registration. Nimber reserves the right to charge its Matching Fee and the Bringer payment upon successfully matching Sender and Bringer, or hold said amount on the Sender Credit Card prior to completed delivery.

Where a Sender fails to pay the Matching Fee due, interest shall accrue at the rate specified in the Late Payment of Commercial Debts (Interest) Act 1998 from the date that payment is due. After a period of 10 days, an administration charge of £50 shall be added to the amount due to Nimber and Nimber reserves the right to collect payment through court proceedings. If a Sender wishes to use the Service where any fees are outstanding from earlier transactions, those fees must be cleared in full by the Sender before he may use the Service again.

Payment processing services for Senders and Bringers on Nimber are provided by Braintree and/or Stripe‚ and will in the case of Stripe be subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a Sender or Bringer on Nimber, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Nimber enabling payment processing services through Stripe, you agree to provide Nimber accurate and complete information about you and your business (if relevant), and you authorize Nimber to share it and transaction information related to your use of the payment processing services provided by Stripe.

As part of the service, Nimber may process payment from Sender to Bringer. Nimber is only able to transfer the Bringer payment if it is has successfully collected it from Sender. Failure to collect said fee, for any reason whatsoever, will result in Bringer not receiving the Fee. Upon a successful collection of the Bringer Payment, Nimber will make reasonable efforts to transfer the payment within a reasonable timeframe. Subject to receipt of payment from the Sender, and no other issues arising, Nimber aims to make payment to the Bringer within 5 working days.

Nimber reserves the right to recover any payment/s in case a dispute should arise between the Sender and Bringer and/or if there is a claim for damage or theft by Sender. Furthermore, Bringer agrees to return any payment received for the delivery if Nimber, at its sole discretion, conclude that Bringer was negligent in the handling of the delivery. Nimber reserves the right to deduct payment from Bringer account at any time. If the Bringer is acting in a commercial capacity, i.e. it is a Delivery company, Nimber reserves the right to recover the cost of the damage, and deduct it from the Bringer account.

13. Nimber Quality Guarantee (Assurance)

As part of service, Nimber provides a quality guarantee (Assurance) to Senders. Should an item be damaged during transport, or should the item be lost or go missing due to Bringer mishandling, Nimber will reimburse the Sender for any valid claim, up to the amount specified in the Send process. The maximum coverage amount will be communicated during the Send process.

Nimber may offer additional coverage, in some cases, against additional fees, during the Send process.

Nimber reserves the right to reject any claim if it reasonably concludes the claim is false or fraudulent. Nimber, at its sole discretion will determine if a claim is valid and its decision is final. Nimber will always attempt to honor valid claims that fall into the scope of the Assurance program.

Specifically, Nimber, at its sole discretion will not honor any claims if:

1. The item/s was not specified during the Send process.
2. 90 days past from the initial claim.
3. Nimber concludes the item was damaged prior to pick up and/or after delivery.
4. Sender did not act in good faith.
5. Nimber reasonably concludes the claim to be false.

In order for the item(s) to qualify for the Assurance, the task and related transaction must be completed via the Nimber website or app. This includes accepting the offer and confirming the delivery of the item before it was picked up through the Nimber platform. Nimber Assurance covers damage and theft of the item(s) during the time period when the bringer is in possession of the item/s, from the moment the item/s is picked up until the handover, up to the amount specified in the Send process. All Assurance cases must be reported, in writing, within 48 hours of delivery completion to qualify. If you need to make an Assurance claim please reach out to us at support@nimber.com.

Should a claim involve theft, or any malfeasance, Nimber reserves the right to inform the authorities and await a conclusion of their findings before any claim can proceed.

Upon a successful claim, Nimber, at its sole discretion and up to the amount specified in the Send process, can elect to:

1. Reimburse Sender for fair value of the item.
2. Reimburse Sender for the replacement cost.^*
3. Reimburse Sender for the repair of the item.^*

_{^*Nimber reserves the right to pay the funds directly to vendor, against an invoice.}

Nimber does not reimburse the actual cost of the delivery. Only the item is covered.

14. Termination due to breach

Nimber may restrict, suspend or terminate the account of any User who abuses or misuses the Services or if the User violates the Agreement, without further notice to the User. Any attempt to circumvent the service would be grounds for suspension and termination. Circumvention of the service includes and not limited to concluding transactions outside the system (i.e. trying to avoid concluding deliveries within the system etc.) with the attempt to avoid using Nimber’s payment system and avoiding any matching fee associated with using the service. Nimber reserves the right to recover the fee, plus an administrative fee of £100 from Bringer or Sender, or both.

15. Miscellaneous Provisions

15.1 Nimber may transfer its rights and obligations under these terms to another organisation.

15.2 If a court finds part of this contract illegal, the rest will continue in force. Each of the clauses of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

16. Disputes, Choice of law and jurisdiction

If a dispute arises between you and Nimber, we encourage you to first contact us directly to seek to resolve the matter by contacting us at support@nimber.com

We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation. This Agreement between you and Nimber shall be governed by and construed in accordance with the laws of England.

You and Nimber both agree to submit to the non-exclusive jurisdiction of the English Courts. The use of the phrase "non-exclusive jurisdiction of the English Courts" means that if you were able to bring a claim arising from or in connection with this Agreement against us in Court, an acceptable court would be a court located in England, but you may also elect to bring a claim in the court of another country instead. However in whatever Court you bring a claim, English law will apply.