Nightingale Software Group — Terms of Service

Effective date: 10 November 2026 · Version: 2026-11-10/v1.3

1. Who the contract is with

1.1 These terms are a contract between Nightingale Software Group (team@nightingalesoftware.co.uk; 01473 487485) ("Nightingale", "we") and the business that signs up ("Customer", "you"). Contact us at team@nightingalesoftware.co.uk. 1.2 When Nightingale Software Group Limited is incorporated, this contract automatically transfers (novates) to it on the same terms, and you agree to that now. We will tell you by email when it happens. 1.3 Business use only. You confirm you are entering this contract for the purposes of your business, trade or profession and not as a consumer, and that the person accepting has authority to bind the business. Consumer protection law that applies only to consumers does not apply.

2. Documents that make up the contract

In order of priority: (1) any signed Order Form; (2) the Free Trial, Subscription & Cancellation Terms (nightingalesoftware.co.uk/legal/subscription); (3) these Terms; (4) the Data Processing Agreement (nightingalesoftware.co.uk/legal/dpa); (5) the Acceptable Use Policy (nightingalesoftware.co.uk/legal/acceptable-use). The Privacy Notice and Cookie Notice explain how we handle personal data as a controller but are not contract terms.

3. The service

3.1 We grant you a non-exclusive, non-transferable right for your authorised users to use the apps you subscribe to (on the Pro or Enterprise plan) during your subscription, for your internal business purposes. You can only subscribe to apps we currently offer. Leggdger is not currently offered and cannot be bought. 3.2 We will use reasonable skill and care, and commercially reasonable efforts to keep the service available, but we do not promise it will be uninterrupted or error-free. Planned maintenance will be announced where reasonably possible. 3.3 We may improve and change the service. We won't materially reduce the core functionality of a paid plan during a paid period without telling you, and if we do you may cancel and receive a pro-rata refund of prepaid fees. 3.4 AI features produce automated output that may be inaccurate. You must review AI output before relying on it, and you must not use it as the only basis for decisions with legal or similarly significant effects on individuals. We do not use your content to train AI models. 3.5 Compliance tools are aids, not advice. Apps that help with food safety, HACCP, allergens, right-to-work, health & safety, waste or other compliance help you keep records; they are not legal, food-safety or professional advice and you remain responsible for meeting your own legal obligations.

3.6 GaleCast (AI-assisted B2B prospecting and outreach). (a) AI-voiced calls only with consent or a callback request. You may use GaleCast's AI-voiced calls only to call people who have given you their prior consent to receive such calls, or who have asked you to call them back. All cold outreach by phone must be made by a person. (b) Do-not-contact checks. Before every call GaleCast checks its own do-not-contact and suppression lists. GaleCast does not check the Telephone Preference Service (TPS) or Corporate TPS registers, and we make no claim that any number has been screened against them. If you make live marketing calls, you are responsible for screening against TPS/CTPS and for meeting the Privacy and Electronic Communications Regulations 2003 (PECR). (c) Opt-outs. You must honour every objection or opt-out straight away. GaleCast keeps a minimal suppression record so that person is not contacted again. (d) Automated deletion. GaleCast deletes prospect data automatically on a fixed schedule: prospects never contacted, 90 days after collection; contacted prospects, 12 months after the last contact; call recordings, 90 days; call transcripts, 12 months. Suppression records are kept (minimum data only) so objections continue to be honoured. Export anything you need to keep before it is deleted. (e) Fees and included credits are set out in the Free Trial, Subscription & Cancellation Terms, section 2A. In short: included call and SMS credit (£200 Pro / £400 Enterprise per paid month) expires at the end of each monthly billing period, does not roll over, has no cash value and is not refunded; usage beyond the credit is charged at the overage rates shown on our pricing page (https://nightingalesoftware.co.uk/pricing) at the time the usage occurs. During the free trial no subscription fee is charged and no included credit applies; calls and SMS sent through GaleCast during the trial are charged at those overage rates at the time of use, billed to the payment method you provided, and cancelling the trial does not cancel usage charges already incurred. See also our App-Specific Processing Schedules, section B9 (nightingalesoftware.co.uk/legal/dpa), and the GaleCast PECR rules summary at nightingalesoftware.co.uk/legal/galecast-prospects.

3.7 Rekuver (HGV waiting-time evidence and recovery). (a) Waiting time (demurrage) means the charge a UK haulier makes for the time its heavy goods vehicle (HGV) and driver are kept waiting, beyond the agreed free time, to load or unload at a distribution centre in the UK. In our documents "demurrage" means only this. Rekuver is not designed for, and we make no claims about, port, container, shipping-line, vessel or sea-freight demurrage or detention charges. (b) Rekuver helps you record waiting time and produce an evidence pack to support your claim against your customer. Whether a claim is paid depends on your contract with your customer and on your customer; we do not guarantee that any amount will be recovered. (c) You must have the right under your own contracts to charge for waiting time, and you are responsible for the claims you make. (d) Driver location is collected only while a driver is on an active shift or verifying waiting time, and only after the driver allows location access on their device. You must tell your drivers about this before they use Rekuver (see our App-Specific Processing Schedules, section B5, at nightingalesoftware.co.uk/legal/dpa). (e) The Rekuver recovery fee is set out in the Free Trial, Subscription & Cancellation Terms, section 2B. It applies during the free trial as well as afterwards. Rekuver Enterprise is available by quote only and is governed by a signed Order Form.

4. Your responsibilities

You must: keep log-ins secure; make sure your users follow these terms and the Acceptable Use Policy; have the right to upload your data and a lawful basis for any personal data you process with the service; and give the notices, and obtain the consents, that the law requires (including to your staff and to anyone you contact through calling or messaging features).

5. Fees, trial and cancellation

Fees, the 7-day free trial, billing through Stripe, renewal, cancellation and refunds are governed by the Free Trial, Subscription & Cancellation Terms (nightingalesoftware.co.uk/legal/subscription). You pay the prices shown on our pricing page and at checkout. We are not currently registered for VAT, so VAT is not currently charged; if we become VAT-registered, we will add VAT at the applicable rate after giving you at least 30 days' notice by email.

6. Your data

6.1 You own your data. You give us the rights we need to host and process it to provide the service. 6.2 We process personal data in your data as your processor under the Data Processing Agreement. 6.3 You can export your data during the subscription and for 30 days after it ends. After that we delete it, except where the law requires us to keep it. 6.4 We may use anonymised, aggregated usage information (which does not identify you or any individual) to run and improve the service.

7. Intellectual property

We (and our licensors) own the service, software and documentation. You own your data and the output generated for you. Feedback you give us may be used freely.

8. Confidentiality

Each party will keep the other's confidential information confidential and only use it for this contract, except where it is public, already known, independently developed or required to be disclosed by law.

9. Liability

9.1 Nothing in these terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or anything else that cannot be limited by law. 9.2 Tier A — no liability (£0). Subject to 9.1, we have no liability at all for: (a) anything to do with a free trial; (b) indirect or consequential loss; (c) loss of profit, revenue, business, goodwill or anticipated savings; (d) loss or corruption of data (you should keep your own backups and use the export tools); (e) downtime or unavailability; (f) outages or failures of third-party services (including hosting, telephony, AI and payment providers); (g) regulatory fines or penalties imposed on you; (h) for Rekuver, any waiting-time charge that is not recovered, any claim your customer rejects, or any customer's failure to pay; and (i) for GaleCast, the results of any campaign or call (including the number of leads, meetings or sales). 9.3 Tier B — cap. Subject to 9.1 and 9.2, our total liability arising out of or in connection with this contract in any form (contract, tort including negligence, breach of statutory duty or otherwise) is limited to the subscription fee (not usage charges, GaleCast credits or Rekuver recovery fees) you actually paid us for the affected app for the calendar month immediately before the event giving rise to the claim (or, if the event happens in your first paid month, the fee you paid for that month). If you pay annually, the monthly fee is one-twelfth (1/12) of the annual fee you paid for the affected app. 9.4 Severability. Each of 9.2(a)–(i) and 9.3 is a separate term. If any of them is found to be unenforceable or unreasonable under the Unfair Contract Terms Act 1977, the rest still apply. 9.5 You will indemnify us against claims, losses and fines arising from your data, your breach of the Acceptable Use Policy, or your breach of data protection or electronic communications law (including PECR) in using the service.

10. Suspension and termination

10.1 We may suspend access for non-payment (see the Free Trial, Subscription & Cancellation Terms), for a security threat, or for a serious breach of the Acceptable Use Policy. 10.2 Either party may end the contract immediately by notice if the other commits a material breach that is not fixed within 14 days of notice, or becomes insolvent. 10.3 On termination your right to use the service ends and section 6.3 applies. Sections that by their nature should survive (including 6, 7, 8, 9 and 12) do survive.

11. Changes to these terms

We may update these terms by giving at least 30 days' notice by email or in the Admin Centre. The new terms apply from your next renewal. If you don't agree, you may cancel before then. Changes required by law or for security may apply sooner.

12. General

These terms are the whole agreement for self-serve customers. Neither party relies on statements not set out in them (this does not exclude liability for fraud). Neither party is liable for delays caused by events beyond its reasonable control. You may not assign this contract without our consent; we may assign or novate it to Nightingale Software Group Limited or to a successor business. No third party has rights under the Contracts (Rights of Third Parties) Act 1999. Notices to us go to team@nightingalesoftware.co.uk. These terms are governed by the law of England and Wales and the courts of England and Wales have exclusive jurisdiction.