CENTRALNEST LIMITED
Version 3.0 · Last updated: 23 October 2026
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”).
1.1 In consideration for the fee paid by the Licensee to the Supplier or, during the Pilot Period, free of charge, the Supplier grants the Licensee a non-exclusive, non-transferable, limited right to access and use the Platform in accordance with this Agreement.
1.2 The person accepting this Agreement confirms they are authorised to bind the Licensee.
2.1 Use of the Platform shall be restricted to processing the Licensee’s customer’s 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. The Supplier may assign or transfer this Agreement to any group company or to a purchaser of all or part of its business, on notice to the Licensee.
2.4 The number of user seats available to the Licensee is determined by the subscription plan selected by the Licensee under clause 4. The Licensee shall not permit more individuals to access the Platform concurrently than the number of seats included in its plan.
2.5 The Platform shows Customers guidance on what to film before they upload. The Licensee shall not instruct Customers to film anything contrary to that guidance.
2.6 The Supplier may remove any content, and suspend access to the Platform, where it reasonably believes that uploaded content is unlawful or puts the Platform or any person at risk.
2.7 The Licensee is responsible for all activity under its user accounts and must keep login details secure.
2.8 The Supplier may change, improve or remove features of the Platform from time to time, provided this does not materially reduce its core functionality of receiving video uploads, generating inventories and managing quotes. The Supplier will give reasonable notice of any material change.
2.9 Where the Platform is provided on the Licensee’s domain, the Licensee is responsible for that domain, its branding and any content it adds, and for ensuring they comply with applicable law.
3.1 The Platform uses AI to analyse uploaded videos and estimate items, packing requirements, and time for a removal job (the “Outputs”). The Platform analyses footage solely to identify and measure items for removal purposes. It does not identify individuals or record personal characteristics.
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.
3.5 The Licensee is solely responsible for any quotation it issues to a Customer, including any under- or over-quote.
4.1 The Platform is provided on a subscription basis. The Licensee shall select one of the subscription plans set out in the table below (each a “Plan”). The fee for the selected Plan (the “Subscription Fee”) is payable monthly in advance for the duration of the Term and is charged directly to the bank card provided by the Licensee at the time of registration. All fees are stated exclusive of VAT, which shall be added at the prevailing rate. An invoice will be provided upon request.
Subscription Plans
| Plan | Monthly fee (excl. VAT) | Seats | Key inclusions |
|---|---|---|---|
| Pro | £199 / month | 1 seat | Unlimited quotes; video walkthrough processing; AI-powered inventory; PDF quote generation; Quote Estimator Pro; Licensee logo and brand colours; email and phone support; online onboarding. |
| Business | £349 / month | Up to 3 seats | All Pro inclusions; white-label on the Licensee’s domain; priority support; premium in-person onboarding. |
| Enterprise | Custom; as quoted | Unlimited seats | All Business inclusions; multi-branch support; white-label on the Licensee’s domain; dedicated account manager. Fees, seat limits and inclusions are as set out in the written quotation. |
4.2 All Plans are subject to a rolling month-on-month commitment (the “Term”). There is no long-term minimum contract period, and the Licensee may cancel the subscription at any time by providing notice in accordance with clause 9.
4.3 Subject to the free pilot under clause 4A, the first monthly Subscription Fee is payable on the date the paid subscription commences, and each subsequent monthly Subscription Fee is payable on the corresponding day of each following month.
4.4 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. While access is suspended, the Supplier will continue to process Licensee Data in accordance with clause 7.
4.5 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.
4.6 The current Subscription Fee 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 Subscription Fee payable on 30 days’ prior written notice to the Licensee. Where the Supplier increases the Subscription Fee, the Licensee may, by giving written notice within 30 days of the Supplier’s notice, terminate this Agreement with immediate effect, and no further monthly fees shall apply.
4.7 Any fees paid in advance to secure an offer shall be non-refundable.
4A.1 The Supplier offers a free pilot period of either 7 days or 30 days, as specified at registration or otherwise agreed in writing, starting on the date the Licensee first activates access to the Platform (the “Pilot Period”). No payment is taken upfront in respect of the Pilot Period.
4A.2 If the Licensee does not wish to continue beyond the Pilot Period, the Licensee must notify the Supplier of its decision to cancel the pilot and this Agreement by email to centralnest@centralnest.co.uk before 11.59 pm (UK time) on the day before the last day of the Pilot Period (the “Cancellation Deadline”), giving at least 24 hours’ notice before the Pilot Period ends. For a 7-day Pilot Period this is the end of day 6. For a 30-day Pilot Period this is the end of day 29. The email must clearly state that the Licensee is cancelling the pilot and the Agreement.
4A.3 If the Licensee gives valid notice of cancellation in accordance with clause 4A.2, this Agreement shall terminate at the end of the Pilot Period, no Subscription Fee shall become payable, and the Licensee’s access to the Platform shall cease at the end of the Pilot Period.
4A.4 If the Licensee does not give valid notice of cancellation in accordance with clause 4A.2, then at the end of the Pilot Period this Agreement shall automatically continue as a paid subscription on a rolling month-on-month basis on the Plan selected by the Licensee. The first monthly Subscription Fee shall become payable on the day immediately following the end of the Pilot Period.
4A.5 By way of exception to clause 18, notice of cancellation under clause 4A.2 may be given by email to the address specified in clause 4A.2 and shall be deemed received on the day it is sent, provided it is sent before the Cancellation Deadline. The Licensee is responsible for ensuring its email is successfully sent and is advised to retain proof of sending.
4A.6 The Supplier shall confirm the Cancellation Deadline in writing when the Licensee activates access.
4A.7 All terms of this Agreement, including clauses 7 and 8, apply in full during the Pilot Period. Where the Licensee cancels under clause 4A.2, data uploaded during the Pilot Period shall be deleted no later than 30 days after the Pilot Period ends.
5.1 The Licensee must not attempt to avoid or circumvent usage-based fees, seat limits or Platform controls.
5.2 The Licensee shall not share, resell or otherwise make available its Platform access or user seats to any person who is not a permitted user under the Licensee’s Plan.
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.
5.4 The Platform is offered on an “unlimited quotes” basis, meaning that the Licensee may generate quotes without a fixed numerical cap, provided that such use is fair use. Fair use means use that is reasonable for, and generated in the ordinary course of, the genuine removals-quoting business of a licensee of the Licensee’s size operating the number of user seats included in the Licensee’s Plan. “Unlimited” does not entitle the Licensee to use that is materially in excess of what such a business would reasonably be expected to generate, or to use that is automated, artificial, or not referable to genuine removal jobs.
5.5 The Supplier may monitor the Licensee’s usage of the Platform to assess compliance with clause 5.4. Where the Supplier reasonably considers that the Licensee’s usage materially exceeds fair use, the Supplier shall in the first instance notify the Licensee and discuss the usage with the Licensee, and may offer the Licensee the option of moving to a higher Plan or to custom pricing appropriate to the Licensee’s level of use.
5.6 If, following notification under clause 5.5, the Licensee does not either bring its usage within fair use or agree to move to an appropriate higher Plan or custom pricing within 14 days, the Supplier may suspend or terminate the Licensee’s access to the Platform. The Supplier shall not suspend or terminate access under this clause 5.6 without first having followed the notification and discussion process in clause 5.5.
6.1 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.
6.2 The Licensee owns all data uploaded by it and its Customers, and all quotes and inventories generated from that data (“Licensee Data”).
6.3 The Licensee grants the Supplier a non-exclusive licence to use Licensee Data solely to provide the Platform during the term of this Agreement.
6.4 The Supplier may collect and use technical data about the operation of the Platform, such as error logs, usage counts and performance metrics, to operate, secure and maintain the Platform. This does not include the content of videos, images or any personal data.
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. Each party shall comply with the data processing terms in Schedule 1.
7.2 The Licensee shall ensure that it has a lawful basis for the processing and has given its Customers appropriate privacy information, including that their footage is processed by the Supplier on the Licensee’s behalf.
7.3 The Supplier shall process Customer personal data only on the Licensee’s documented instructions, including with regard to any transfer outside the United Kingdom, unless required to do so by law.
7.4 The Supplier shall not use Customer personal data, or any data derived from it, for its own purposes, including product development or model training.
7.5 “Customer Personal Data” means videos, images, extracted frames, thumbnails, transcripts and Customer account details, including name, telephone number and email address. “Quote Data” means quote details, including inventory, volumes, weights and pricing, held under a unique customer identifier.
7.6 Customer Personal Data shall be deleted automatically 12 months after the last activity on the relevant job, unless the Licensee sets a different period in the Platform settings. Any change to that setting is a documented instruction from the Licensee. Quote Data is retained for the term of this Agreement.
7.7 The Platform allows Customers to request deletion of their Customer Personal Data. The Supplier shall notify the Licensee of each request in the Platform and by email. The Licensee authorises the Supplier to delete that data from the Platform and its sub-processors 14 days after the request, unless within that period the Licensee instructs the Supplier to retain it because it is needed for the establishment, exercise or defence of legal claims, or instructs earlier deletion. The Quote Data is retained. The Licensee is responsible for deciding whether retention is lawful, for responding to the Customer, and for keeping any records it needs for its own purposes.
7.8 On termination of this Agreement, the Licensee may request its Licensee Data for 30 days. After that period the Supplier shall delete all Customer Personal Data and Quote Data, unless the law requires it to be kept.
7.9 The Licensee warrants that it has the right to upload Licensee Data and has given the notices in clause 7.2 and has complied with clause 2.5. The Licensee shall indemnify the Supplier against claims arising from a breach of this clause.
7.10 The Licensee is responsible for the content of any marketing it sends to Customers through the Platform.
7.11 The Supplier shall not transfer Customer personal data outside the United Kingdom except to a country covered by UK adequacy regulations, or otherwise in accordance with Chapter V of the UK GDPR.
8.1 The Supplier shall provide the Platform with reasonable skill and care. Subject to that, the Platform is provided “as is”, and all other conditions, warranties or terms implied by statute, common law or otherwise are excluded.
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 This Agreement begins on the date the Licensee activates access to the Platform (or the day immediately following the Pilot Period, if applicable) and shall continue on a rolling month-on-month basis until terminated by either party in accordance with clause 9.2 or 9.3.
9.2 Either party may terminate this Agreement at any time for convenience by giving the other party not less than 30 days’ prior written notice. The subscription will remain active, and the Licensee will retain full access to the Platform, until the end of the final billing cycle covered by the notice period. No pro-rata refunds will be provided for partial months of service.
9.3 The Supplier may terminate this Agreement with immediate effect by giving written notice to the Licensee if:
9.4 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.
9.5 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.
9.6 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 contains the whole agreement between the parties relating to the subject matter hereof and supersedes all previous agreements, arrangements and understandings between them, whether written or oral.
12.2 Each party acknowledges that, in entering into this Agreement, it does not rely on any statement, representation, assurance or warranty other than as expressly set out in this Agreement.
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives), except that the Supplier may update Schedule 1 and the sub-processor list by giving the Licensee at least 30 days’ notice by email. If the Licensee reasonably objects to a change, it may terminate this Agreement before the change takes effect.
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.
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.
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, by pre-paid first-class post, next working day delivery service, or via email to the primary account email addresses designated by each party.
18.2 Any notice shall be deemed to have been received:
19.1 This Agreement and any dispute or claim arising out of it 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.
Each party shall keep confidential the other’s business, pricing, product and customer information, use it only for this Agreement, and disclose it only to staff and advisers who need it or where required by law.
S1.1 Description of processing.
S1.2 Instructions and confidentiality. The Supplier shall process Customer Personal Data only on the Licensee’s documented instructions. The Supplier shall ensure that its staff and contractors with access to Customer Personal Data are bound by obligations of confidentiality.
S1.3 Security. The Supplier shall implement appropriate technical and organisational measures to protect Customer Personal Data, including encryption in transit and at rest, and access limited to authorised staff.
S1.4 Sub-processors. The Licensee gives the Supplier general authorisation to engage sub-processors for hosting, storage, sign-in, AI analysis and email. The Supplier shall give the Licensee the current list of sub-processors on request and shall notify changes in accordance with clause 13. The Supplier shall impose data protection obligations on each sub-processor equivalent to those in this Schedule and remains responsible to the Licensee for their performance.
S1.5 Assistance and breaches. The Supplier shall help the Licensee respond to requests from Customers to exercise their rights, including access and deletion, and shall handle Customer deletion requests in accordance with clause 7.7. If the Supplier receives a request from a Customer to exercise their data protection rights other than through the Platform’s deletion feature, it shall forward the request to the Licensee without undue delay and shall not respond to the Customer except to acknowledge receipt and refer them to the Licensee. The Supplier shall notify the Licensee of a personal data breach affecting Customer Personal Data without undue delay and in any event within 48 hours of becoming aware of it. The Supplier shall help with data protection impact assessments where reasonably requested.
S1.6 End of contract, information and audits. At the end of this Agreement the Supplier shall delete or return Customer Personal Data in accordance with clause 7.8. The Supplier shall provide the information reasonably needed to demonstrate compliance with this Schedule and shall allow audits on at least 30 days’ notice, no more than once a year, at the Licensee’s cost.