Terms and Conditions

Below are the general terms and conditions for consulting services rendered by nodeable limited, hereinafter referred to as  'nodeable'.

nodeable reserves the right to change terms and conditions at any time. Such changes will not take effect during an existing contract with a customer, unless the customer receives prior notice of the changes in writing.

Time Estimates

Unless otherwise specified, all indications of time are estimated. These estimates are considered accurate at the time of writing. In situations, where the estimate is incorrect , clients will be invoiced for the actual time spent, unless otherwise indicated or agreed upon beforehand.

nodeable will notify the client immediately if it becomes aware of any event that it believes is likely to delay or impede the project.  The estimated time will not be exceeded unless agreed with the client.

In each case both the customer and nodeable must agree on the status of the task at the time of the extension. This agreement must also include an estimate of the extra time required to complete the task.

Working Hours

Time quoted for in days assumes an 8-hour working day. When actual time spent on activities is calculated, it will be  in hours. The only exception where an agreement has been made at a fixed daily rate In such cases actual work completed will be calculated by day or part thereof based on an 8-hour day.

Activities performed during UK and Danish national holidays or during weekends will be surcharged with an additional 100%. The weekend commences at 17:00 Friday evening, until 9.00 am Monday morning. Activities that fall under this category will not be undertaken by nodeable without a clear written agreement between nodeable and the client.

Should it be required that certain activities are performed outside normal working hours (09:00 – 17:00 Monday - Friday), there will be an additional charge of 50% of the agreed hourly rate.

Expenses

All expenses incurred for travelling, accommodation and meals whilst visiting clients, their end-users or in any other way on behalf of the client, will be invoiced. This includes travelling to and from the client's  site and alternate locations as specified.

Expenses incurred for the purchase of software, hardware or other goods on behalf of the client will also be invoiced.

Expenses incurred as a result of cancellations by the client after an agreement has been entered into will be invoiced in full. This includes, but is not limited to, non-refundable airline tickets that have been purchased by nodeable for the purpose of travelling to a destination stated in the agreement between nodeable and the client.

All intercontinental flights will be booked as Business Class.

Confidentiality

nodeable may have possession of and/or access to confidential information of its customers. nodeable will hold all such confidential information in strict confidence and shall use such confidential information only for the purposes of the agreed activities. Furthermore, nodeable will not otherwise use or disclose to third parties any such confidential information.

Termination of Agreements

In the case of termination of an agreement prior to its expiration, nodeable shall be paid for services rendered and reimbursable expenses up to the date of such termination and not thereafter. Payment upon termination will be accepted by nodeable as full satisfaction of any and all claims and demands in connection with the  agreement. Such termination will only be accepted in writing.

Agreements that are terminated by the client with less than one full week’s prior notice to commencement will be invoiced at 50% of the total value of the agreement, unless otherwise confirmed in writing at the time of signing the  service agreement.

Postponement of Agreements

Postponed agreements are not considered terminated and costs incurred for non-refundable travel and  other expenses will be charged in full to the client.

Performance of Services

nodeable shall perform all services in a professional and expeditious manner and warrants that its services will be of a professional standard.

Payments

Unless other written arrangements have been made the following payment conditions apply:

  • for standard services, nodeable will invoice client r 50% of the cost of services to be paid in advance prior to commencement 

  • some services may require pre-payment in full prior to services commencing
     

  • for software products and hardware, nodeable will invoice  the full amount on receipt of an order confirmation. Payment is to be made in ful, unless otherwise agreed in writing. nodeable reserves the right to delay delivery of purchased products until full payment is  received
     

  • nodeable will invoice the client for remaining costs immediately after the completion of each individual assignment. If assignments span over a period of more than one week, invoices will be forwarded at  the end of each week and immediately after the completion of any further assignments 

  • Payment terms are strictly 14 (fourteen) days from the date of invoice. Late payment will incur a 5% surcharge for each instigated month, until full payment is received
     

  •  

  • payment is to be made by  electronic bank transfer, alternative methods of payment may incur a surcharge. Payment made by PayPal or Stripe will incur  an additional  4% of the total invoice

Duration of Service

Any service exceeding one week, i.e. 5 (five) normal working days, will not be initiated until a written agreement regarding such service has been signed by both the client and nodeable.

Short Term Consultancies

In most cases a one-day introductory visit to a client will be considered as consulting, unless otherwise agreed beforehand. The client will therefore be invoiced for services rendered.

Indemnification

The client agrees to indemnify and not hold nodeable responsible  for any claims, demands, costs and liabilities of any kind whatsoever, which arise directly or indirectly out of any act or omission by the client. Nor is nodeable liable for any loss of profits as a result of the aforementioned indemnity.

 

Furthermore, nodeable is not liable for damages, inconsistencies or limitations of any kind that occur in the client’s working environment or as a result of actions by third parties engaged by the client or the client’s own personnel.

 

nodeable is not liable for any damages, loss of profits or expenses incurred due to unforeseen circumstances or events beyond the control of nodeable or the client.

 

nodeable is not liable for any damages, loss of profits or expenses incurred due to lack of functionality or errors found in software, hardware or other materials that nodeable is not the owner and copyright or trademark holder of.

 

According to UK common law  nodeable may be liable for any damages that may occur due to gross negligence or willful misconduct during services provided under the agreement.

Non-solicitation

Each of the parties hereto hereby undertake to the other that during the currency of this Agreement and for one (1) year afterward (howsoever or whomsoever occasioned) not directly or by its agent or otherwise and whether for itself or for the benefit of any other person, induce or endeavour to induce any officer or employee of the other to leave that others employment without the written consent of the other party.

Governing Law

The validity, construction and performance of this agreement shall be governed by and construed in accordance with the laws of the United Kingdom and the parties hereby submit to the jurisdiction of the UK Courts.

Force Majeure

Neither party shall be liable for delay in performing obligations or for failure to perform obligations (other than the payment of charges) if the delay or failure results from any of the following: Act of God, governmental act, fire, war, explosion, accident, industrial dispute, impossibility of obtaining materials, computer breakdown or any other such circumstances beyond the party’s reasonable control.

Article 56 of the Council Directive 2006/112/EC

Clients within the EU are subject to reverse charges for products and services. The recipient is liable for the VAT according to article 56

 

of the Council Directive 2006/112/EC.

Updated August 2020

©2020 by nodeable limited.