Last Updated: 8 November 2025
This Agreement sets out the terms on which Centralnest Limited (CRN: 15992139) (the “Supplier”) will provide you (the “Licensee”) with access to its cloud-based AI video quoting platform, CentralNest (the “Platform”).
In consideration for the fee paid by the Licensee to the Supplier, the Supplier grants the Licensee a non-exclusive, non-transferable, limited right to access and use the Platform in accordance with this Agreement.
2.1 Use of the Platform shall be restricted to processing the Licensee’s customers’ data to:
2.2 The Licensee has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Platform in whole or in part.
2.3 The Licensee shall not sub-license, assign or novate the benefit or burden of this licence in whole or in part.
3.1 The Platform uses AI to analyse uploaded videos and estimate items, packing requirements, and time for a removal job (the “Outputs”).
3.2 The Licensee acknowledges that Outputs are automatically generated using AI technology and may not be accurate or complete.
3.3 Outputs are advisory only. The Licensee remains responsible for verifying and approving all results before using them in any quotation or communication.
3.4 The Supplier gives no warranty as to the accuracy or suitability of Outputs.
4.1 Subject to any offer available, fees are payable on a per-quote basis. Fees will be aggregated according to the number of quotes generated during a calendar month and charged directly to the bank card provided by the Licensee at the time of registration. An invoice will be provided upon request.
4.2 In the event that a payment is unsuccessful, the Supplier will use reasonable endeavours to contact the Licensee to request updated payment details and access to the Platform will be blocked until such time as payment of outstanding amounts is made.
4.3 Any late payments due to unsuccessful processing of payments or otherwise, shall attract interest at the rate of 4% above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount and shall be charged directly to the bank card provided by the Licensee.
4.4 The current fee rate and any offer available will be communicated to the Licensee immediately prior to accepting the terms of this agreement. Unless otherwise expressly agreed in writing, the Supplier reserves the right to change the fee payable on 30 days’ prior written notice to you.
4.5 Any fees paid in advance to secure an offer shall be non-refundable.
5.1 The Licensee must not attempt to avoid or circumvent usage-based fees or Platform controls.
5.2 Each Customer upload or quote generation request counts as one chargeable use.
5.3 The Supplier may monitor usage and suspend or terminate access if it reasonably believes the Licensee is misusing the Platform or avoiding payment.
All intellectual property rights in the Platform, including AI models, algorithms, and related materials, shall belong to the Supplier and the Licensee shall have no rights in or to such rights other than to use the Platform in accordance with the terms of this Agreement.
7.1 For the purposes of the UK GDPR (as defined in the Data Protection Act 2018), the Supplier shall process any personal data contained in any Customer information uploaded to the Platform as a processor on behalf of the Licensee. The Licensee shall act as controller in respect of the personal data and processing activities.
7.2 The Licensee will ensure that it has all necessary appropriate consents and notices in place to enable the lawful processing of the Customers’ personal data by the Supplier for the duration and purposes of the Agreement.
7.3 Customer personal data will be stored securely in the cloud and processed only to provide the services under this Agreement.
7.4 The Supplier may use anonymised and aggregated data derived from Customer uploads to improve the Platform and its performance, provided such data cannot identify any individual or Customer.
8.1 The Platform is provided “as is” without warranty as to availability, accuracy, completeness, or fitness for purpose. The Supplier does not warrant that the use of the Platform will be uninterrupted or error-free. All conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
8.2 The Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Licensee (or any person claiming under or through the Licensee), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
8.3 The total liability of the Supplier, whether in contract, tort (including negligence) or otherwise in connection with this Agreement shall in no circumstances exceed a sum equal to the total fee paid by the Licensee during the 12 months preceding the date the claim was made.
8.4 The exclusions in this clause 8 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:
9.1 The Supplier may terminate this Agreement with immediate effect by giving written notice to the Licensee if:
9.2 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
9.3 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
9.4 On termination for any reason:
10.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
10.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
12.1 This Agreement and any documents expressly referred to within it contains the whole agreement between the parties relating to the subject matter hereof and supersede all previous and contemporaneous agreements, arrangements and understandings between them, whether written or oral, relating to that subject matter.
12.2 Each party acknowledges that, in entering into this agreement and the documents referred to in it, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this agreement or not) (“Representation”) other than as expressly set out in this agreement or those documents.
12.3 Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in this agreement.
12.4 Nothing in this clause shall limit or exclude any liability for fraudulent misrepresentation.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
14.2 If any provision or part-provision of this agreement is deemed deleted under 14.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
16.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
16.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control.
18.1 Any notice given to a party under or in connection with this contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
18.2 Any notice shall be deemed to have been received:
18.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, “writing” shall not include e-mail.
19.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
19.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).