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Project Pricing Terms

Last Update: July 2025
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE
These terms and conditions (the “Nodes & Links Terms”) together with the Subscription Form describe Customer’s rights and responsibilities when using the Services. Please read them carefully.

  1. Definitions and Interpretation
    1. Capitalised terms not defined herein, shall have the following meanings:

      2. “Additional Services” means any additional services provided to the Customer as specified in the Subscription Form.

      “Adjustment” means any adjustments to the Fees indicated in the Subscription Form for such Adjustment Period set out in the Subscription Form. Unless explicitly stated otherwise in the Subscription Form, any stated Adjustment shall not apply beyond the Adjustment Period specified.

      “Adjustment Period” means the period of any Adjustment to Fees stated in the Subscription Form.

      “Affiliate” means a party, any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, the Customer.

      “Agreement” means this agreement between Nodes & Links and the Customer comprising the Subscription Form, these Nodes & Links Terms, and any and all additional schedules hereto.

      “Annual Recurring Support Services” means support services provided to the Customer as detailed in the Subscription Form.

      “Authorised Project” means a project of an agreed Project Size with an allocated Project ID.

      “Authorised Users” means those employees, clients and independent contractors of the Customer who are authorised by the Customer to use the Services subject to any restrictions as detailed in the Subscription Form.

      “Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

      “Confidential Information” has the meaning set out in clause 16.

      “Control” means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of a company or other entity or organisation, and controls, controlled and the expression change of control shall be construed accordingly.

      “Customer” means the individual or legal entity which is named as the Customer in the Subscription Form and who is contracting with Nodes & Links for the provision of the Services.

      “Customer Data” means the data contained within electronic schedule files in the format of .xer, .mpp, .pp or any such similar files submitted to the Software by an Authorised User while using the Services, excluding any Derived Data.

      “Derived Data” means any data collated and/or created by Nodes & Links which is derived from the Customer’s use of the Services or the processing of Customer Data, which shall include statistical or aggregated data.

      “Deliverables” means any specified bespoke work or materials created by Nodes & Links as part of its provision of Onboarding Services as described in the Subscription Form, but excluding the Software.

      “Guidance” means those printed or online instructions, manuals, guidance videos and diagrams distributed or otherwise provided by Nodes & Links that pertain to the Software or the Customer’s use of the Services, including Nodes & Links’ online resource hub, which may be updated by Nodes & Links from time to time.

      “Effective Date” means the date on which the Subscription Services are made available to the Customer in respect of an Authorised Project following acceptance of the Subscription Form unless otherwise specified in the Subscription Form.

      “Force Majeure Event” has the meaning set out in clause 18.7.

      “Insolvency Event” means, with respect to a Party, (a) entering into a composition or arrangement with its creditors other than for the sole purpose of a solvent reconstruction; (b) an inability to pay its debts as they become due; (c) a person becoming entitled to appoint or appointing a receiver or an administrative receiver over that Party’s assets; (d) a creditor or encumbrancer attaches or takes possession of the whole or any part of that Party's assets which is not discharged within 14 days; or (e) any event occurs, or proceeding is taken, in any jurisdiction that has an effect equivalent or similar to any of the events mentioned in (a) to (d) above.

      “Intellectual Property Rights” means patents, rights to inventions, copyright and neighbouring and related rights, trade marks, goodwill and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

      “List Project Subscription Fee” means the Subscription Fee for the Subscription Services for the Authorised Project without any Adjustment applied, as set out in the Subscription Form.

      “List Fee” means the Fee for the Onboarding Services, Annual Recurring Support Services or any Additional Services set out in the Subscription Form without any Adjustment applied.

      “Mandatory Policies” means Nodes & Links’ business policies listed in Schedule 1 amended by notification to the Customer from time to time, which are available from Nodes & Links on request by the Customer.

      “Nodes & Links” means Nodes & Links Limited (company number 11388602) with registered office address: Salisbury House, Station Road, Cambridge, England, CB1 2LA.

      “Normal Business Hours” means 9:00 am to 5:30 pm local UK time, each Business Day.

      “Onboarding Services” means, where applicable, the training specified in the Subscription Form provided to assist the Customer’s familiarisation with the Software, subject to this Agreement.

      “Onboarding Fees” means the fees identified as such in the Subscription Form payable by the Customer to Nodes & Links in consideration for the Onboarding Services.

      “Party” means a party to this Agreement, being either Nodes & Links or the Customer, and “Parties” means both of them.

      “Payment Method" means a current, valid, accepted method of payment, the description of which may be updated from time to time by Nodes & Links, and which may include payment via a third party payment processor and supplementary payment information such as contact and billing details.

      “Portal” means the password-protected area on the Site through which Authorised Users access the Software.

      “Project End Date” means the end date of the Authorised Project as set out in the Subscription Form.

      “Project ID” means the ID assigned to each Authorised Project as stated on the Subscription Form.

      “Project Size” means the size of the Authorised Project in square feet as set out in the Subscription Form.

      “Project Term” means, for the purposes of this Agreement, the period from the Effective Date to the Project End Date.

      “Services” means, collectively, the Subscription Services, Onboarding Services, Annual Recurring Support Services and any Additional Services (as applicable) delivered under this Agreement.

      “Site” means https://env-nodeslinksstagingtest-nlrebrandstg.kinsta.cloud/or such other URL as updated by Nodes & Links from time to time.

      “Software” means the relevant Nodes & Links software selected by the Customer in the Subscription Form.

      “Subscription Fees” means the subscription fees identified as such in the Subscription Form payable by the Customer to Nodes & Links for use of the Subscription Services.

      “Subscription Form” means the form agreed between the Parties setting out the details of the Services being contracted for by the Customer and governed by these Nodes & Links Terms.

      “Subscription Services” means access to the Software delivered by Nodes & Links via the Portal in return for the Subscription Fees.

      “Term” has the meaning set forth in clause 12.2.

      “Territory” means that territory or those territories identified as such on the Subscription Form (if applicable).

      In this Agreement: (a) clause, schedule and paragraph headings shall not affect the interpretation of this Agreement; (b) unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular; (c) a reference to writing or written includes e-mail; (d) references to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement; (e) any words following the terms including, include, in particular for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

  2. Access to Services
    1. Subject to the Customer paying the Subscription Fees in accordance with this Agreement in respect of an Authorised Project as set out in the Subscription Form, Nodes & Links hereby grants to the Customer a non-exclusive, non-transferable, revocable, non-sub licensable right and license to permit its Authorised Users to use the Subscription Services, the Onboarding Services, the Annual Recurring Support Services, any Additional Services and the Guidance during the Term in accordance with the Agreement and any usage restrictions contained within the Subscription Form, for the purpose of managing the stated Authorised Project(s).
    2. The Subscription Fees are determined by reference to the Project Size and the Project Term of each Authorised Project, as provided by the Customer and as set out in the Subscription Form. The Customer acknowledges and agrees that Nodes & Links will monitor the Customer's use of the Software for compliance with the stated Project Size, agrees to update Nodes & Links promptly in the event the Project Size increases, and agrees to provide any documentation reasonably required by Nodes & Links from time to time to confirm the Project Size.
    3. In relation to the Authorised Users, the Customer undertakes that:
      1. it will not allow or suffer any Services to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User within the reassignment parameters set out in the Portal, in which case the prior Authorised User shall no longer have any right or access or use the Services; and
      2. each Authorised User shall keep a secure password or other form of authentication (as applicable) for their use of the Subscription Services.
    4. In relation to Authorised Projects: If usage monitoring by Nodes & Links reveals that the Customer has underpaid Subscription Fees to Nodes & Links due to its Authorised Users managing an Authorised Project of a greater Project Size than that set out in the Subscription Form, then the Customer shall be charged for the larger Project Size in accordance with clause 3.
    5. The Customer shall not:
      1. attempt to gain unauthorised access to any part of Nodes & Links’ systems, networks, or accounts, whether through hacking, password mining, or any other means, and in the event of any unauthorised access, shall promptly notify Nodes & Links of the same;
      2. probe, scan, or test the vulnerability of any system or network related to Nodes & Links’ services without explicit written permission;
      3. disrupt, interfere with, or create an undue burden on Nodes & Links’ systems or networks, or those of its suppliers or other clients;
      4. introduce, transmit, or store within Nodes & Links’ systems, software, or networks any viruses, worms, trojan horses, spyware, ransomware, malware, or any other harmful or malicious code designed to disrupt, damage, limit, or otherwise interfere with the functionality of Nodes & Links’ software or systems;
      5. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties, and except to the extent expressly permitted under this Agreement, attempt to, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, Guidance or Services in any form or media or by any means; or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software, Guidance or Services;
      6. access all or any part of the Software, Guidance or Services in order to build a product or service which competes with the Services;
      7. make the Software or any Deliverables available to any third party except to Authorised Users;
      8. attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2.
    6. Nodes & Links reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's, or any Authorised User’s, access to the Services in the event of any breach of the provisions of clause 2.5.
    7. The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any Affiliate of the Customer.
  3. Project Size and Project Term
    1. This Agreement shall commence from the Effective Date and terminate on the end date of the Authorised Project as recorded in the Subscription Form (“Project End Date”) unless written notice is provided by the Customer to extend the Project End Date at least 30 days before the original Project End Date.
    2. Subject to the remainder of this clause, the Customer may, from time to time during the Term, extend the scope of its license to use the Software to manage an Authorised Project of a greater Project Size than originally recorded in the Subscription Form, or extend the Project End Date (and accordingly the Project Term) of an Authorised Project. The Customer and Nodes and Links shall enter into a new Subscription Form to record such changes and applicable pricing which shall replace and supersede the existing Subscription Form.
  4. Subscription Services, Uptime and Support
    1. Nodes & Links shall, during the Term, provide the Services and make available the Guidance to the Customer on and subject to the terms of this Agreement and with reasonable skill and care.
    2. Nodes & Links shall use commercially reasonable endeavours to make the Subscription Services available for at least 99.5% of the time 24 hours a day, 7 days a week measured over the course of each 30 day rolling period during the Term (“Uptime”), except for:
      1. planned maintenance carried out during the maintenance window of midnight to 4am UTC, of which the Customer shall be notified at least 3 days in advance;
      2. unscheduled maintenance performed outside Normal Business Hours, provided that Nodes & Links has used reasonable endeavours to give the Customer at least 6 Normal Business Hours’ notice in advance; and
      3. temporary suspension of the Portal due to an immediate security threat or issue which in Nodes and Links’ opinion could cause risk to you, Nodes and links or our respective customers. Nodes and Links shall use its reasonable endeavours to restrict the extent and duration of any such suspension of the Portal and/or Subscription Services to the minimum necessary.
    3. Nodes & Links monitors its servers for outages and material errors and, after such outage has been identified and internally reported by Nodes and Links in accordance with our internal policies and procedures, we will notify the Customer promptly of any such event. Nodes & Links also provides reasonable customer support during Normal Business Hours for critical outages – being total service downtime or loss of key functionality in the Software not due to a Force Majeure event (“Critical Outage”) and will aim to resolve Critical Outages promptly.
    4. The Customer shall provide Nodes & Links with prompt notice of any faults or problems which it becomes aware of and such output and other data, documents, information and assistance as are reasonably necessary to assist Nodes & Links to reproduce operating conditions similar to those present when the Customer detected the relevant fault or problem and respond to any support request.
    5. Where a Critical Outage cannot be resolved within 7 hours (calculated during Normal Business Hours) of detection by Nodes & Links or notification by the Customer pursuant to clause 4.4 (provided such notification is made during Normal Business Hours, otherwise, if made outside of this period, time shall start to run for the purposes of this clause from the start of the next period of Normal Business Hours) (“Initial Resolution Period”), the Customer shall become entitled to the relevant service credit (“Service Credit”) specified in the table below on submitting a written claim for such Service Credit to Nodes & Links, provided that the Critical Outage relating to the Software:
      1. was not caused by the Customer in misusing the Software or using the Software in a manner inconsistent with the Guidance, or by a cause outside Nodes & Links’ reasonable control; and
      2. save in the case of faults or problems which should have been detected by Nodes & links pursuant to clause 4.3, was promptly notified to Nodes & Links by the Customer pursuant to clause 4.4.
    6. A written claim for Service Credits must be submitted by the Customer to Nodes and Links within 2 Working Days of the start of the Initial Resolution Period in order to be valid.
    7. The relevant Service Credit is:
      8. Hours in excess of Initial Resolution Period (during Normal Business Hours) Service Credit
      1-2 hours2% of monthly Subscription Fees, calculated on a pro rata basis
      2-4 hours4% of monthly Subscription Fees, calculated on a pro rata basis
      4+ hours10% of monthly Subscription Fees, calculated on a pro rata basis
    8. The provision of a Service Credit shall be an exclusive remedy for a Critical Outage and the amount of Service Credits available in any given 30 day period shall not exceed the cap set out in the table above.
    9. Any Service Credits due under this Agreement shall only apply during the Term and shall not be payable or applicable where the Customer has served notice of termination. Service Credits may only be used as a set-off against future Subscription Fees payable by the Customer and shall have no cash value, nor shall they be refundable or transferable.
  5. Onboarding Services
    1. Where agreed in the Subscription Form, or as agreed in writing at any point during the Term, and in consideration for the Onboarding Fees paid by the Customer, Nodes & Links shall provide Onboarding Services and any agreed Deliverables with reasonable skill and care.
    2. Unless stated otherwise in the Subscription Form, the Customer shall be entitled to use the Deliverables on a non-exclusive, perpetual, worldwide, royalty-free basis for the Customer’s business purposes during the Term. All other rights in the Deliverables shall be reserved to Nodes & Links.
  6. Fees and Payment
    1. The Customer shall pay the Subscription Fees, Onboarding Fees and any other Fees set out in the Subscription Form (together the “Fees”) for the relevant Services in accordance with this clause 6.
    2. Unless otherwise specified in the Subscription Form, the Fees for the entire Project Term shall be payable in advance.
    3. The Customer must, prior to the Effective Date, provide one or more Payment Methods which the Customer authorises Nodes & Links to charge in accordance with this Agreement.
    4. For some Payment Methods, the issuer may charge certain fees, such as foreign transaction fees or other fees relating to the processing of the Payment Method, which shall be due and payable by Customer. The Customer may be required to accept the terms and conditions of the issuer of the Payment Method, or the third party payment processor used by Nodes & Links in order to make the relevant payment.
    5. If Nodes & Links has not received payment of Fees by their due date:
      1. Nodes & Links shall notify the Customer in writing of the non-payment, and if payment is not made within 10 Business Days of this notice, Nodes & Links reserves the right to suspend the Customer’s and their Authorised User’s access to the Services until payment is received;
      2. interest shall accrue on a daily basis on such overdue Fees at an annual rate equal to 5% over the then current base lending rate of Nodes & Links’ bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
    6. Nodes & Links shall be entitled to increase the Fees unilaterally for new Authorised Projects and the applicable pricing shall be set out in the relevant Subscription Form.
    7. All Fees are payable in the currency detailed in the Subscription Form and are non-cancellable and non-refundable.
    8. Fees are stated exclusive of value added tax and all sales taxes, which shall be added at the appropriate rate where relevant.
  7. Customer Data and Derived Data
    1. The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
    2. Nodes & Links may use, track and analyse the Customer Data and any Authorised User’s use of the Software to improve the performance and functionality of the Software or develop improvements, updates, upgrades, modifications and derivative works thereof.
    3. The Customer shall ensure that the Customer Data is uploaded to the Software in an anonymised and/or aggregated form and shall not contain any Personal Data.
    4. The Customer represents and warrants that it has the right to use the Customer Data and that the processing and use of the Customer Data in accordance with this Agreement shall not infringe or misappropriate any third party rights.
    5. Nodes & Links shall own all rights, title and interest in and to all of the Derived Data.
  8. Nodes & Links’ Obligations
    1. Nodes & Links shall provide the Services to the Customer on and subject to the terms of this Agreement, including in accordance with clauses 2 and 4 of these Nodes & Links Terms.
    2. Nodes & Links shall not be liable for any breach of its obligation in clauses 2, 4 or 8.1 to the extent any non-conformance is caused by use of the Services contrary to Nodes & Links’ instructions, or modification or alteration of the Services by any party other than Nodes & Links or Nodes & Links’ duly authorised contractors or agents. If the Services do not conform with the terms of clause 2, 4 or 8.1 (as applicable), Nodes & Links will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 2, 4 or 8.1.
    3. Nodes & Links:
      1. does not warrant that:
        1. the Customer's use of the Services will be uninterrupted or error-free; or
        2. that the Services and/or the information obtained by the Customer through the Services will meet the Customer's requirements;
      2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Subscription Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
    4. This Agreement shall not prevent Nodes & Links from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
    5. Nodes & Links warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this Agreement.
    6. Nodes & Links shall back-up Customer Data on a daily basis in accordance with its then-current cyber security policies. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against Nodes & Links shall be for Nodes & Links to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Nodes & Links. Nodes & Links shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Nodes & Links to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable).
    7. In performing its obligations under this Agreement Nodes & Links shall comply with the Mandatory Policies.
  9. Customer’s Obligations
    1. The Customer shall provide Nodes & Links with all necessary co-operation in relation to this Agreement and all necessary access to information as may be required by Nodes & Links to fulfil its obligations under this Agreement. The Customer shall be responsible for setting the access rights for each of its Authorised Users, and shall carry out all of its responsibilities in this Agreement in a timely and efficient manner.
    2. The Customer shall ensure that all its Authorised Users' use the Subscription Services strictly in accordance with this Agreement and shall be responsible for any Authorised User's breach of this Agreement.
    3. The Customer shall obtain and maintain all necessary licenses, consents, and permissions necessary for Nodes & Links to perform their obligations under this Agreement, including without limitation the Services.
    4. The Customer shall ensure that its network and systems comply with the relevant specifications provided by Nodes & Links from time to time necessary for the operation of the Services, and shall, to the extent permitted by law and except as otherwise expressly provided in this Agreement, be solely responsible for procuring and maintaining all network connections and telecommunications links from its systems to Nodes & Links’ data centres, and for any problems, conditions, delays, delivery failures and any other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
  10. Data Privacy
    1. By entering into this Agreement, the Customer agrees to the terms of Nodes and Links’ Privacy Policy.
  11. Intellectual Property Rights
    1. As between the Parties, all Intellectual Property Rights in and to the Software and the Derived Data, the Guidance, the Subscription Services and the Onboarding Services shall belong to, and remain vested in, Nodes & Links at all times. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any Intellectual Property Rights in respect of the Services, the Software or the Guidance.
    2. Nodes & Links confirms that it has all the rights in relation to the Software, Services and the Guidance that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
  12. Term and Termination
    1. This Agreement shall, unless otherwise terminated as provided in this clause 12, commence as of the Effective Date and shall terminate on the Project End Date, unless written notice is provided by the Customer to extend the Project End Date at least 30 days before the original Project End Date.
    2. Subject to the remainder of this clause, the Customer may, from time to time during the Term, extend the scope of its license to use the Software to manage an Authorised Project of a greater Project Size than originally recorded in the Subscription Form, or extend the Project End Date (and accordingly the Project Term) of an Authorised Project. The Customer and Nodes and Links shall enter into a new Subscription Form to record such changes and applicable pricing which shall replace and supersede the existing Subscription Form.
    3. If the Customer seeks to terminate the Agreement during the Term otherwise than in accordance with clause 12.1, any Fees due under this Agreement shall become payable to Nodes & Links immediately.
    4. Without affecting any other right or remedy available to it, Nodes & Links may terminate this Agreement with immediate effect by giving notice to the Customer if there is a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010).
    5. On termination of this Agreement for any reason:
      1. all licences granted under this Agreement shall immediately terminate;
      2. each party shall return and make no further use of any Guidance, Confidential Information, equipment, property and other items (and all copies of them) belonging to the other party;
      3. Nodes & Links may immediately destroy or otherwise dispose of any Customer Data in its possession; and
      4. any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
  13. Indemnity
    1. Nodes & Links shall defend the Customer against any claim that the use of the Software, Guidance or Services in accordance with this Agreement infringes any third party Intellectual Property Right in the Territory and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that (i) Nodes & Links is given prompt notice of such claim; (ii) the Customer provides reasonable co-operation to Nodes & Links in the defence and settlement of such claim, at Nodes & Links’ expense; (iii) Nodes & Links is given sole authority to defend or settle the claim; and (iv) the Customer does not make any admission, or otherwise attempt to compromise or settle the claim.
    2. In the defence or settlement of any claim pursuant to clause 13.1 above, Nodes & Links may at its sole option and expense either:
      1. procure for the Customer the right to continue using the Software, Guidance or Services in the manner contemplated by this Agreement;
      2. replace or modify the Software, Guidance or Services as applicable so that it becomes non-infringing, or
      3. terminate this Agreement forthwith by notice in writing and without liability to the Customer.
    3. Nodes & Links shall not in any circumstances have any liability (including in respect of the indemnity provided under clause 13.1) if the alleged infringement is based on: (i) modification of the Software, Services or Guidance by anyone other than Nodes & Links; or (ii) the Customer’s or any Authorised User’s use of the Software, Services or Guidance otherwise than in accordance with this Agreement or in a manner contrary to the instructions given to the Customer by Nodes & Links in the Guidance; or (iii) the Customer’s or any Authorised User’s use of the Software, Services or Guidance after notice of the alleged or actual infringement from Nodes & Links or any appropriate authority; or (iv) the Customer’s breach of this Agreement, or (v) use or combination of the Software with any other software or hardware, in circumstances where, but for such combination, no infringement would have occurred.
    4. The foregoing states the Customer's sole and exclusive rights and remedies, and Nodes & Links’ (including the Nodes & Links’ employees', agents' and sub-contractors') entire obligations and liability, for infringement of any third party Intellectual Property Right.
    5. The Customer shall defend Nodes & Links against all or any costs, claims, damages or expenses incurred by Nodes & Links in respect of any third party claims relating to the Customer’s or any Authorised User’s use of the Guidance, Software or Services, provided that (i) the Customer is given prompt notice of such claim; (ii) Nodes & Links provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; (iii) the Customer is given sole authority to defend or settle the claim; and Nodes & Links does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense.
  14. Limitation of Liability
    1. This clause 14 sets out the entire financial liability of Nodes & Links to the Customer arising under or in connection with this Agreement, in respect of any use made by the Customer or its Authorised Users of the Services, the Software and/or the Guidance; and in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
    2. Except as expressly and specifically provided in this Agreement:
      1. The Customer assumes sole responsibility for results obtained by its Authorised Users from the use of the Services, and for conclusions drawn from such use. Nodes & Links shall have no liability for any damage caused by errors or omissions in any information (including Customer Data), or any actions taken by Nodes & Links at the Customer's direction. No other party is entitled to rely on Nodes & Links’ reports for any purpose whatsoever, and Nodes & Links disclaims any responsibility to any such third party who has had communicated to him or her the information or advice provided by or on behalf of Nodes & Links to the Customer.
      2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.
      3. the Software, the Services, the Guidance and any information provided by or on behalf of Nodes & Links are provided to the Customer on an "as is" basis.
    3. Nothing in this Agreement excludes the liability of Nodes & Links:
      1. for death or personal injury caused by Nodes & Links’ negligence; or
      2. for fraud or fraudulent misrepresentation.
    4. Subject to clauses 14.1 to 14.3, Nodes & Links shall have no liability for any
      1. loss of profits,
      2. loss of business,
      3. wasted expenditure,
      4. depletion of goodwill and/or similar losses,
      5. loss or corruption of data or information,
      6. any special, indirect or consequential loss, costs, damages, charges or expenses,
      7. loss caused or contributed to by any employee, agent, contractors or representative of the Customer,
      8. subject to clause 4, loss caused as a result of the Services being unavailable as a result of planned downtime for the Services as notified to the Customer in accordance with this Agreement,
      9. loss arising from any failure of the Customer’s infrastructure and/or utilities, or
      10. loss caused as a result of the Services being unavailable due to a Force Majeure event.
    5. Nodes & Links’ entire aggregate liability arising out of or relating to this Agreement (including in respect of the indemnity in clause 13.1), including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise shall be limited to the lesser of: (i) the total Fees paid by the Customer during the twelve (12) months immediately preceding the date on which the claim arose, or (ii) twenty five thousand pounds (the “Cap”). If breaches committed in more than one contract year give rise to a single claim or a series of connected claims, Nodes & Links’ total liability for those claims shall not exceed the single highest annual Cap for those contract years.
    6. Nothing in this Agreement excludes the liability of the Customer for any breach, infringement or misappropriation of Nodes & Links’ Intellectual Property Rights.
  15. Assignment
    1. The Customer shall not, without the prior written consent of Nodes & Links, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
    2. Nodes & Links may, on reasonable prior notice to the Customer, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
  16. Confidential Information and Publicity
    1. “Confidential Information” means all confidential information (however recorded or preserved) disclosed by one Party or its employees, officers, representatives or advisers (together “Representatives”) to the other Party and the other Party’s Representatives whether before or after the Effective Date, including but not limited to:
      1. the terms of this Agreement;
      2. any information that would be regarded as confidential by a reasonable business person relating to:
        1. the business, affairs, customers, clients, suppliers, plans, intentions, market opportunities, the operations, processes, product information, know-how, technical information or trade secrets of the disclosing party; and
        2. the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party;
      3. any information developed by the Parties in the course of carrying out this Agreement and the parties agree that:
        1. details of the Services, the Guidance, the results of any performance tests of the Services and the Derived Data shall constitute Nodes & Links’ Confidential Information; and
        2. Customer Data shall constitute the Customer’s Confidential Information.
    2. Confidential Information of the disclosing party shall not include information which (i) is or becomes generally available to the public (other than as a result of a disclosure by the receiving party or any of its Representatives in breach of this clause); (ii) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party; (iii) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidential agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; (iv) has been independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (v) the Parties agree in writing is not confidential or may be disclosed.
    3. The Confidential Information of the disclosing party will be kept confidential, may only be used by the receiving party for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement, and will not be disclosed or divulged by the receiving party to anyone except with the disclosing party’s prior written permission, or as may be required by law or by the order or demand of a court or government agency or authority.
    4. Notwithstanding the foregoing, the receiving party may disclose the disclosing party’s Confidential Information to the receiving party’s Representatives who need to review such Confidential Information pursuant to this Agreement, so long as they are informed of and bound by confidentiality obligations no less restrictive than those in this clause 16. The receiving party shall be liable for any breach of these confidentiality obligations by their Representatives.
    5. Upon expiration or earlier termination of this Agreement for any reason, the receiving party will return to the disclosing party or destroy (at the disclosing party’s sole discretion) all Confidential Information of the disclosing party and all copies thereof (except that the Customer may retain any Confidential Information needed to fulfil orders then pending as contemplated by this Agreement only until such orders are fulfilled and then must return or destroy, at Nodes & Links’ sole discretion, all Confidential Information belonging to Nodes & Links, and that the receiving party may retain documents and materials containing the disclosing party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority).
    6. Notwithstanding the foregoing, the Customer permits Nodes & Links to identify the Customer as a client and during the Term, to use the Customer’s name, logo and branding on the Site and in its marketing materials. The Customer also agrees to participate in a case study to be published on the Site, the particulars of this case study will be agreed between the Parties.
  17. Independent Contractor
    1. The relationship between the Parties is that of independent contractors and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the Parties hereto nor authorise any Party to make or enter into any commitments for or on behalf of any other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
  18. General
    1. Conflict: In the event of any conflict between the Subscription Form, these Nodes & Links Terms or any other Schedules hereto, the provisions of the Subscription Form shall prevail.
    2. Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all prior and contemporaneous agreements, negotiations, promises, assurances, warranties, understandings and representations between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each Party further agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
    3. Amendment: Nodes & Links reserves the right to amend these Nodes & Links Terms from time to time upon reasonable prior written notice to the Customer. The Customer shall be deemed to have accepted the revised Nodes & Links Terms by continuing to access or use the Services. In the event of a material amendment to these Nodes & Links Terms, as determined by the Customer (acting reasonably), which the Customer does not accept, the Customer shall be entitled to terminate the Agreement upon written notice to Nodes & Links with effect from the date that the revised Nodes & Links Terms & Conditions are due to take effect. Such notice must be provided by the Customer and received by Nodes & Links prior to the date that the revised Nodes & Links Terms take effect. Nodes & Links shall then refund any Fees paid by the Customer in respect of any service period under this Agreement extending beyond the termination date pursuant to this clause on a pro rata basis.
    4. Waiver: A waiver by any Party of any of its rights hereunder shall not be binding unless in writing and signed by an authorised representative of the Party expressly waiving such rights. The non-enforcement or waiver of any provision on any occasion shall not constitute a waiver of such provision on any other occasions unless expressly so agreed in writing.
    5. Severability: If any provision or part-provision of this Agreement becomes or is held invalid, illegal, or unenforceable, it shall be deemed modified or deleted to the minimum extent necessary but that shall not affect the validity and enforceability of the rest of this Agreement.
    6. Rights and Remedies: 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.
    7. Force Majeure: Neither Party shall in any circumstances be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control, including, without limitation, strikes, acts of God, war, terrorism, riot, denial of service attacks, epidemic, pandemic or compliance with any law or governmental order (“Force Majeure Event”). In such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for three (3) months, the Party not affected may terminate this Agreement by giving thirty (30) days' written notice to the other Party.
    8. Third Party Rights: No one other than a Party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms, whether pursuant to the Contracts (Rights of Thirds Parties) Act 1999 or otherwise.
    9. Notices: Any notice given to a Party under or in connection with this contract shall be in writing and shall be deemed to have been received: (i) if delivered by hand at the time the notice is left at the proper address; (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; and (iii) if sent by fax or email, at 9.00 am on the next Business Day after transmission. Notices shall be sent to the address or email address for each Party set out in the Subscription Form.
    10. Counterparts: This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement.
    11. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of New York and the Parties agree that the New York courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).