Terms of Service

These terms govern your organisation's use of the Nightingale platform, the Nightingale Admin Centre and any Nightingale application you subscribe to (together, the "Services"). By creating an account or using the Services you agree to them.

1. The agreement

The agreement between us consists of these terms, the Privacy Policy, the Acceptable Use Policy, the Data Processing Agreement where personal data is processed, and any order form or subscription confirmation.

2. Accounts and access

Your organisation nominates one or more administrators. Administrators are responsible for adding and removing users, assigning roles, and ensuring that access is withdrawn promptly when someone leaves.

You are responsible for all activity that takes place under your accounts. Credentials must not be shared. You must notify us promptly at security@nightingalesoftware.co.uk if you believe an account has been compromised.

3. Customer responsibilities

You agree to:

• provide accurate account and billing information and keep it current;
• ensure you have the right to upload and process any data you put into the Services, including personal data about your staff, customers or candidates;
• comply with all laws applicable to your use of the Services;
• maintain your own records and use available export functions where you need an independent copy of your data.

4. Acceptable use

Use of the Services is subject to the Acceptable Use Policy. We may suspend access where use of the Services threatens the security, integrity or availability of the platform or other customers.

5. Subscriptions and tiers

Services are offered on Starter, Pro and Enterprise tiers. The features, limits and any usage-based fees for each tier are those published in the Admin Centre and on our pricing pages at the time you subscribe.

Subscriptions renew automatically for successive terms unless cancelled before the end of the current term. Tier changes take effect from the date of the change, with charges pro-rated where applicable.

6. Payment

Fees are payable in advance for the subscription term, except usage-based and success-based fees which are billed in arrears for the period in which they accrue. All fees are exclusive of VAT and other applicable taxes.

If payment fails we will attempt to recover it and notify your billing contact. Persistent non-payment may result in suspension and, ultimately, termination of the subscription.

7. Service availability

We aim to keep the Services available at all times and operate planned maintenance outside normal UK business hours wherever possible. Availability commitments beyond reasonable efforts apply only where an Enterprise agreement expressly provides them.

We are not responsible for unavailability caused by factors outside our reasonable control, including your network, third-party infrastructure failures, or your own configuration.

8. Intellectual property

Nightingale retains all rights in the Services, including the software, interfaces, documentation and branding. You are granted a non-exclusive, non-transferable right to use the Services during your subscription.

You retain all rights in the data you put into the Services. You grant us the limited right to host, process and transmit that data solely to provide the Services to you.

Feedback you give us about the Services may be used freely to improve them, without obligation to you.

9. Confidentiality

Each party will protect the other's confidential information with at least the care it applies to its own, and will use it only for the purposes of this agreement.

10. Limitation of liability

To the fullest extent permitted by law, neither party is liable for indirect or consequential loss, loss of profit, loss of revenue, or loss of anticipated savings.

Our total aggregate liability arising out of or in connection with this agreement is limited to the fees paid by you for the affected Service in the 12 months preceding the event giving rise to the claim.

Nothing in this agreement limits liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot lawfully be limited.

11. Termination

Either party may terminate at the end of a subscription term by giving notice before renewal. Either party may terminate immediately for material breach that is not remedied within 30 days of written notice.

On termination your access ends and your data is retained for 30 days to allow export, after which it is deleted in line with the Privacy Policy.

12. Changes to these terms

We publish every version of these terms with a version number and an effective date. Material changes are notified to account administrators in advance, and continued use after the effective date constitutes acceptance.

13. Governing law

This agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Contact

legal@nightingalesoftware.co.uk

Nightingale Software Group *[Registered address and company number to be confirmed]*